HomeMy WebLinkAboutLease Agreement Signed: 2025-06-30 4858-7897-1388v2
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LEASE
(Las Animas Recreation Room)
THIS LEASE, is made and entered into as of _______________, 2025, but made effective as of
November 1, 2024 (“Effective Date”), by and between THE CITY OF GILROY, a California municipal
corporation (“Landlord”), and Gilroy Fellowship of Alcoholics Anonymous, a California non-profit public
benefit organization (“Tenant”).
PREMISES. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord that certain
real property, consisting of a free standing building, commonly known as the Las Animas Recreation Room
at 400 Mantelli Drive, in the City of Gilroy, County of Santa Clara, State of California, as shown on
EXHIBIT A, attached hereto (Assessor’s Parcel No. 790-26-047), referred to in this Lease as the
"Premises".
2. LEASE TERM. The term of this Lease (“Term”) shall commence on the Effective
Date (which shall sometimes also be referred to herein as the “Commencement Date”) and expire, unless
sooner terminated in accordance with the terms and conditions of this Lease, on the date that is twelve (12)
full calendar months after the Commencement Date (i.e., October 31, 2025), subject to Tenant’s extension
rights set forth in Paragraph 10 below. Notwithstanding the foregoing, this Lease shall be subject to
termination as elsewhere provided in this Lease. “Lease Termination” shall mean the expiration or sooner
termination of this Lease.
3. RENT. Tenant agrees to pay monthly base rent (“Base Rent”) to Landlord (on the
first day of each month) commencing on the Commencement Date, in accordance with the following
schedule:
Months of Term Base Rent Portion of Base Rent
Attributable to
Water/Wastewater
Services
Commencement Date –
December 31, 2024
$1,248.05 $48.05
January 1, 2025 –
October 31, 2025
$1,250.44 $50.44
November 1, 2025 –
October 31, 2026*
$1288.98*** $52.98
November 1, 2026-
October 31, 2027**
$1328.72*** $55.64
*If the first option to extend is duly and timely exercised in accordance with Paragraph 10 below.
**If the second option to extend is duly and timely exercised in accordance with Paragraph 10
below.
*** Base rent adjusted at 3% annual rate.
Notwithstanding the foregoing and/or anything to the contrary set forth in this Lease, Landlord and
Tenant each acknowledge and agree that the Lease is an “absolute gross” Lease and, anything in this Lease
to the contrary notwithstanding, Tenant is not obligated to pay any operating expenses or taxes, insurance
and/or other costs relating to the management, operation and/or ownership of the Premises and/or Project
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(except for water and wastewater services), it being the intent of the parties that Tenant’s payment of Base
Rent shall be Tenant’s sole monetary obligations under this Lease.
4. CONDUCT OF BUSINESS BY TENANT. Tenant may use the Premises to host
fellowship meetings open to the public, from the hours of 6:00AM to 10:00PM, Sunday through Saturday.
Tenant shall have the exclusive use of the building (i.e., the Premises) and shared use of the adjoining
parking lot thereto.
5. MAINTENANCE, REPAIRS, AND ALTERATIONS.
(a) Landlord’s Obligation. During the Term (and any extension), Landlord, at
its sole cost and expense, shall keep, maintain, and promptly repair and replace all portions of the
Premises—including the roof, structural elements, exterior walls, foundation, mechanical, electrical,
plumbing, fire-life safety, and HVAC systems—in good order, condition, and repair consistent with
buildings of similar age and quality in the vicinity.
(b) Preventive-Maintenance Contracts. Landlord shall, at its sole cost,
maintain commercially reasonable preventive-maintenance agreements for the building roof, HVAC, and
major building systems and shall provide Tenant copies on request.
(c) Tenant’s Limited Responsibility. Tenant shall reimburse Landlord only for
the reasonable, out-of-pocket cost of repairing damage to the Premises to the extent (and only to the extent)
such damage is caused by Tenant’s or Tenant’s invitees’ negligence or willful misconduct. Payment is due
within thirty (30) days after Landlord delivers a reasonably detailed invoice and supporting documentation.
(d) No Other Pass-Throughs. Except as set out in Section (c), Tenant shall
have **no obligation** to pay, reimburse, or otherwise compensate Landlord for (i) routine maintenance,
(ii) preventive-maintenance contracts, or (iii) capital repairs or replacements to any portion of the Premises.
(e) Tenant’s Obligation. Tenant shall, during the Term or any extension
thereof, keep in broom clean, good order and condition, the entire Premises.
(f) Existing Janitorial Contract. Landlord currently maintains a janitorial-
services agreement for the Premises (the “Janitorial Contract”). So long as the Janitorial Contract remains
in effect, (i) Landlord shall continue to administer and pay the vendor directly; and (ii) Tenant shall
reimburse Landlord for $200 of the monthly charges under the Janitorial Contract (“Tenant’s Janitorial
Share”) within ten (10) days after Landlord delivers an invoice.
(g) Early Termination of Janitorial Contract. Landlord may terminate the
Janitorial Contract at any time on not less than fifteen (15) days’ prior written notice to Tenant. Upon the
effective date of such termination, (i) Landlord shall have no further obligation to furnish janitorial services;
and (ii) Tenant shall, at its sole cost, assume responsibility for providing commercially reasonable janitorial
services to the Premises, using properly licensed and insured vendors and a frequency and quality consistent
with buildings of comparable age and use in the City of Gilroy.
(h) Ongoing Routine Maintenance. Except for janitorial services provided
under Section (a) while the Janitorial Contract is in effect, Tenant shall, at its sole cost, be responsible
throughout the Term (and any extension) for all routine, day-to-day maintenance and cleaning of the interior
of the Premises.
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(i) No Rent Offset. Tenant’s obligations under this Section are independent
of its obligation to pay Rent; neither the termination of the Janitorial Contract nor the cost of providing
janitorial services shall reduce, offset, or abate Rent in any manner.
(j) Condition Upon Surrender. On Lease Termination, Tenant shall surrender
the Premises to Landlord in substantially the condition as when received by Tenant under this Lease,
ordinary wear and tear and casualty and condemnation excepted.
6. DAMAGE AND DESTRUCTION. Landlord shall have no obligation to rebuild,
restore or repair all or any portion of the Premises in the event of any damage or destruction thereto from
any cause. If at any time during the Term the Premises are damaged to the extent such damage interferes
with Tenant’s continued use of the Premises, Tenant may terminate this Lease by giving written notice of
termination to Landlord.
7. EMINENT DOMAIN.
(a) Automatic Termination. If the entire Premises, or a portion thereof, shall
be taken under the power of eminent domain as to make the Premises not reasonably adequate for the
conduct of Tenant’s business, in Tenant’s reasonable judgment, this Lease shall automatically terminate as
of the date on which the condemning authority takes possession.
(b) Rent Abatement. If a portion of the Premises is taken by power of eminent
domain which does not result in a termination of this Lease, then this Lease shall continue in full force and
effect as to the part of the Premises not so taken. There shall be no abatement of rent payable hereunder and
Tenant shall have no claim against Landlord for any damage suffered by Tenant by reason of any taking of
the Premises under the power of eminent domain other than by Landlord.
(c) Condemnation Award. Any award for any taking of all or any part of the
Premises under the power of eminent domain other than by Landlord shall be the property of Landlord,
whether such award shall be made as compensation for diminution in value of the leasehold or for taking
of the fee. In no event shall Landlord be obligated to make any repairs or perform any restoration or other
work required as a result of a taking. Nothing contained herein, however, shall be deemed to preclude
Tenant from obtaining, or to give Landlord any interest in, any award to Tenant for loss of or damage to
Tenant’s trade fixtures and removal of personal property and Tenant’s moving expenses.
4. Sale Under Threat of Condemnation. A sale by Landlord to any authority
having the power of eminent domain, either under threat of condemnation or while condemnation
proceedings are pending, shall be deemed a taking under the power of eminent domain for all purposes
under this Article. Each party waives the provisions of California Code of Civil Procedure Section 1265.130
allowing either party to petition the Superior Court to terminate this Lease in the event of a taking.
8. DEFAULTS; REMEDIES.
(a) Defaults. The occurrence of any one or more of the following events shall
constitute a default hereunder by Tenant:
1. The failure by Tenant to make any payment required by this Lease
within five (5) days after receiving written notice from Landlord that such payment is past due.
2. The failure by Tenant to timely observe or perform any of the
express or implied covenants or provisions of this Lease to be observed or performed by Tenant within
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thirty (30) days after receipt of written notice from Landlord; provided, however, that if the nature of such
default reasonably requires more than thirty (30) days to cure, the Tenant shall be entitled to such additional
time as may be reasonably necessary.
(b) Remedies. Upon a default, Landlord shall have the following remedies, in
addition to all other rights and remedies provided by law or otherwise provided in this Lease, to which
Landlord may resort cumulatively or in the alternative:
1. Landlord may continue this Lease in full force and effect, and this
Lease shall continue in full force and effect as long as Landlord does not terminate this Lease, and Landlord
shall have the right to collect rent when due. No act by Landlord other than giving written notice to Tenant
expressly indicating Landlord’s intention to terminate this Lease shall terminate this Lease. Acts of
maintenance, efforts to relet the Premises or the appointment of a receiver on Landlord’s initiative to protect
Landlord’s interest under this Lease shall not constitute a termination of Tenant’s right to possession.
2. Landlord may terminate this Lease and Tenant’s right to
possession of the Premises at any time (i) if such default is in the payment of rent and it is not cured within
five (5) days after written notice from Landlord, or, (ii) with respect to the default referred to in Paragraph
8(a)(2) if such default is not cured within thirty (30) days after written notice from Landlord; provided,
however, that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required
for its cure, if Tenant does not commence to cure the default within the thirty (30) day period or does not
diligently and in good faith prosecute the cure to completion within a reasonable time thereafter. The parties
agree that any notice given by Landlord to Tenant pursuant to this Paragraph 8(b)(2) shall be sufficient
notice for purposes of California Code of Civil Procedure Section 1161 and Landlord shall not be required
to give any additional notice in order to be entitled to commence an unlawful detainer proceeding. On
termination, Landlord has the right to remove all of Tenant’s personal property, signs and trade fixtures and
store the same at Tenant’s cost, and to recover from Tenant as damages:
(i) The worth at the time of award of unpaid rent and other
sums due and payable which had been earned at the time of termination; plus
(ii) The worth at the time of award of the amount by which
the unpaid rent and other sums due and payable which would have been payable after
termination until the time of award exceeds the amount of such rent loss that Tenant
proves could have been reasonably avoided; plus
(iii) The worth at the time of award of the amount by which
the unpaid rent and other sums due and payable for the balance of the Term after the
time of award exceeds the amount of such rental loss that Tenant proves could be
reasonably avoided; plus
(iv) Any other amount necessary to compensate Landlord for
all the detriment proximately caused by Tenant’s failure to perform Tenant’s
obligations under this Lease, or which, in the ordinary course of things, would be likely
to result therefrom; plus
(v) Such other amounts in addition to or in lieu of the
foregoing as may be permitted from time-to-time by the laws of the State of California.
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The “worth at the time of award” of the amounts referred to in Paragraphs 8(b)(2)(i) and 8(b)(2)(ii)
is computed by allowing interest at the lesser of (i) eighteen percent (18%) per annum, or (ii) the maximum
rate of interest permitted by law (“Stipulated Rate”). The ‘‘worth at the time of award” of the amount
referred to in Paragraph 8(b)(2)(iii) is computed by discounting such amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).
3. No delay or omission of Landlord to exercise any right or remedy
shall be construed as a waiver of any such right or remedy or of any default by Tenant hereunder.
4. Notwithstanding any other provision of this Lease, in no event
shall Landlord be liable for consequential damages, or loss of or interference with Tenant’s business,
including without limitation lost profits.
(c) Default by Landlord. Landlord shall not be deemed to be in default in the
performance of any obligation required to be performed by it hereunder unless and until it has failed to
perform such obligation within thirty (30) days after written notice by Tenant to Landlord specifying
wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord’s
obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not
be deemed to be in default if it shall commence such performance within such thirty-day period and
thereafter diligently prosecute the same to completion.
(d) Expenses of Prevailing Party. If either party incurs any expense, including
reasonable attorneys’ fees, in connection with any action or proceeding instituted by either party arising out
of this Lease, the party prevailing in such action or proceeding shall be entitled to recover its reasonable
expenses, including attorneys’ fees, from the other party.
9. SIGNS. Tenant may place directory signage in or about the Premises to assist its
members in finding the location of the Premises (including near the existing park sign on Manttelli and on
the exterior of the Premises); provided, however, that any such signage shall be subject to Landlord’s prior
written approval in each instance. All such signage rights are personal and granted solely to the individuals
named as the Tenant in the introductory paragraph of this Lease, and are not exercisable by any other person
or entity whether or not a transfer has occurred unless Landlord consents to permit exercise of such rights
by any assignee or subtenant in Landlord's sole and absolute discretion.
10. OPTION TO EXTEND. Landlord hereby grants to Tenant two (2) options
(“Option(s)”) to extend the term of the Lease for an additional twelve (12) months each (“Option Period”)
upon and subject to the terms and conditions set forth in this Lease:
The Option shall be exercised, if at all, by Tenant’s delivery of written notice of exercise to
Landlord. Tenant shall give Landlord written notice of its exercise of the Option to extend the Term not
later than three (3) months before the date the Term would end but for said exercise (i.e., by August 1, 2025,
and August 1, 2026, respectively), time being of the essence. If Tenant does not deliver to Landlord notice
of Tenant's election to exercise the Option within the time required by the prior sentence, the Option shall
automatically terminate and be of no further force or effect. The Base Rent to be paid during the Option
Period shall be determined by using a 3% annual increase and shall include the water and wastewater
charges in the schedule set forth in Paragraph 3 above.
(a) Tenant shall not have the right to exercise the Option if Tenant has been
in default of its obligations under this Lease at any time during the Term, and Tenant shall not have the
right to exercise the second Option if it has not duly and timely exercised the first Option.
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(b) All terms and conditions of this Lease shall apply during the Option Term,
except that rent shall be determined as provided in this Paragraph 10 above.
(c) The Option is personal and granted solely to the individuals named as the
Tenant in the introductory paragraph of this Lease, and is not exercisable by any other person or entity
whether or not a transfer has occurred unless Landlord consents to permit exercise of any Option by any
assignee or subtenant in Landlord's sole and absolute discretion. The Options provided to Tenant in this
Lease shall terminate upon the expiration or sooner termination of this Lease.
11. MISCELLANEOUS.
(a) Time of Essence. Time is of the essence with respect to the performance
of every provision of this Lease.
(b) Captions. The article and paragraph captions contained in this Lease are
for convenience only and shall not be considered in the construction or interpretation of any provision
hereof.
(c) Entire Agreement and Amendments. This Lease contains all of the
agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no other
agreement or understanding pertaining to any such matter (including any prior agreements or leases (if
applicable)) shall be effective for any purpose. No provision of this Lease may be amended or added to
except by an agreement in writing signed by the parties hereto or their respective successors in interest.
(d) Notice. Any notice required or permitted to be given hereunder shall be in
writing and may be served personally (which includes without limitation delivery by overnight courier
services) or by mail. All notices shall be sent to the following addresses:
Landlord: City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Attn: Landlord Administrator
Tenant: Gilroy Fellowship of Alcoholics Anonymous
777 1st Street, PO Box 262
Gilroy, CA 95020
Attn: Chairperson
Any notice so given by mail shall be deemed effectively given three (3) days after being deposited
in the United States mail, registered or certified, postage prepaid and addressed as specified herein. Either
party may by written notice to the other specify a different address for notice purposes. Notwithstanding
the foregoing, any legal notices required to be sent by one party to the other (including without limitation,
a notice pursuant to California Code of Civil Procedure Section 1161) shall be delivere d in the manner
required or allowed by law.
(e) Holdover. This Lease shall terminate without further notice at the
expiration of the Term. Any holding over after Lease Termination with the consent of Landlord shall be
construed to be a tenancy from month to month, but otherwise on the same terms and conditions set forth
in this Lease. If Tenant remains in possession of the Premises after Lease Termination without Landlord’s
consent or fails to surrender the Premises in the condition required by Paragraph 5(j), Tenant shall pay
holdover monthly Base Rent during such holdover period in the amount of two hundred percent (200%) of
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the Base Rent in effect immediately before such holdover period, and Tenant shall indemnify, defend and
hold Landlord and Landlord’s employees, representatives and agents harmless from and against any claims,
losses, damages, judgments, expenses or liabilities (including without limitation attorneys’ fees) resulting
from Tenant’s failure to surrender the Premises in the required condition, including without limitation, any
claims made by any succeeding tenant based upon delay in the availability of the Prem ises, which
obligations shall survive Lease Termination.
(f) Brokers. Tenant warrants and represents that it has had no dealings with
any real estate broker or agent in connection with the negotiation of this Lease. Tenant agrees to defend,
indemnify and hold Landlord and Landlord’s employees, representatives and agents harmless from and
against any and all claims, losses, damages, liabilities, judgments or expenses (including without limitation
attorneys’ fees) arising out of or in connection with claims made by any broker or individual for
commissions or fees resulting from Tenant’s execution of this Lease, which obligations shall survive Lease
Termination.
(g) Acceptance. Delivery of this Lease, duly executed by Tenant, constitutes
an offer to lease the Premises, and under no circumstances shall such delivery be deemed to create an option
or reservation to lease the Premises for the benefit of Tenant. This Lease shall onl y become effective and
binding upon full execution hereof by Landlord and delivery of a signed copy to Tenant.
(h) Waiver. The waiver by either Party of any breach of any term, condition
or covenant of this Lease shall not be deemed to be a waiver of such provision or any subsequent breach of
the same or any other term, condition or covenant of this Lease. The subsequent acc eptance of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach at the time of acceptance
of such payment. No covenant, term or condition of this Lease shall be deemed to have been waived by
either party unless such waiver is in writing signed by that party.
(i) Separability. If one or more of the provisions contained herein, except for
the payment of rent, is for any reason held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision of this Lease, but this Lease
shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
(j) Liens. Tenant shall pay for all labor and services performed for, and all
materials used by or furnished to Tenant or Tenant’s agents and keep the Premises free from any liens
arising out of work performed, materials furnished, or obligations incurred by Tenant or Tenant’s agents
with respect to the Premises. Tenant shall indemnify, hold harmless and defend Landlord and Landlord’s
employees, representatives and agents from and against any liens, demands, claims, judgments, losses,
liabilities, damages, expenses or encumbrances (including all attorneys’ fees) arising out of any work or
services performed for or materials used by or furnished to Tenant or Tenant’s agents with respect to the
Premises. Tenant shall do all things necessary to prevent the filing of any mechanics’ or other liens against
the Premises or any part thereof by reason of work, labor, services or materials supplied or claimed to have
been supplied to Tenant, or anyone holding the Premises, or any part thereof, through or under Tenant. If
any such lien shall at any time be filed against the Premises, Tenant shall either cause the same to be
discharged of record within ten (10) days after the date of filing of the same, or, if Tenant in Tenant’s
discretion and in good faith determines that such lien should be contested, Tenant shall furnish such security
as may be necessary or required to (a) prevent any foreclosure proceedings against the Premises during the
pendency of such contest, and (b) cause a mutually satisfactory title company to remove such lien as a
matter affecting title to the Premises. If Tenant shall fail to discharge such lien within such period or fail to
furnish such security, then, in addition to any other right or remedy of Landlord resulting from Tenant’s
said default, Landlord may, but shall not be obligated to, discharge the same either by paying the amount
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claimed to be due or by procuring the discharge of such lien by giving security or in such other manner as
is, or may be, prescribed by law. Tenant shall repay to Landlord on demand all sums disbursed or deposited
by Landlord pursuant to the foregoing provisions of this Paragraph 11(j) including Landlord’s costs,
expenses and reasonable attorneys’ fees incurred by Landlord in connection therewith, with interest thereon
at the Stipulated Rate. Nothing contained herein shall imply any consent or agreement on the part of
Landlord to subject Landlord’s estate to liability under any mechanics’ or any other lien law. Tenant shall
give Landlord adequate opportunity and Landlord shall have the right to post such notices of non -
responsibility as are provided for in the mechanics’ lien laws of California. Tenant’s obligations pursuant
to this paragraph shall survive Lease Termination.
(k) Encumbrances. This Lease is subject and subordinate to ground and
underlying leases, mortgages, deeds of trust and other monetary liens (collectively “Encumbrances”) which
may now affect the Premises, to any covenants, conditions or restrictions of record, and to all renewals,
modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or
holders of any such Encumbrance (“Holder”) shall require that this Lease be prior and superior thereto,
within seven (7) days after written request of Landlord to Tenant, Tenant shall execute, have acknowledged
and deliver any and all documents or instruments, in the form presented to Tenant, which Landlord or
Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease
to be and become and remain subject and subordinate to any and all Encumbrances which are now or may
hereafter be executed covering the Premises or any renewals, modifications, consolidations, replacements
or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard
to the time or character of such advances, together with interest thereon and subject to all the terms and
provisions thereof. Within ten (10) days after Landlord’s written request, Tenant shall execute any and all
documents required by Landlord or the Holder to make this Lease subordinate to any lien of the
Encumbrance. If Tenant fails to do so within such ten (10)-day period, then in addition to such failure
constituting a default by Tenant (without any notice under Paragraph 8(a)(2)), it shall be deemed that this
Lease is so subordinated to such Encumbrance. Tenant hereby attorns and agrees to attorn to any entity
purchasing or otherwise acquiring the Premises at any sale or other proceeding or pursuant to the exercise
of any other rights, powers or remedies under such Encumbrance so long as this Lease remains in effect.
(l) Landlord’s Right to Perform Tenant’s Covenants. If Tenant fails to make
any payment or perform any other act on its part to be made or performed under this Lease, Landlord may,
but shall not be obligated to and without waiving or releasing Tenant from any obligation of Tenant under
this Lease, make such payment or perform such other act to the extent Landlord may deem desirable, and
in connection therewith, pay expenses and employ counsel. All sums so paid by Landlord and all penalties,
interest and costs in connection therewith shall be due and payable by Tenant immediately on demand,
together with interest at the Stipulated Rate from date of payment by Landlord to the date of payment by
Tenant to Landlord, plus collection costs and attorneys’ fees. If Tenant damages the Premises, Tenant shall
have a reasonable opportunity to repair the damage and Landlord may not repair the damage and charge
Tenant for the repair unless Landlord gives Tenant thirty (30) days’ written notice, except that if such repair
would reasonably take more than thirty (30) days Landlord may not make the repair until such reasonable
time has run.
(m) Tenant’s Remedy. If, because of a default by Landlord under this Lease,
Tenant recovers a money judgment against Landlord, such judgment shall be satisfied only out of the
proceeds of sale received upon execution of such judgment and levied thereon against the right, ti tle and
interest of Landlord in the Premises and out of rent or other income from the
Premises receivable by Landlord, and neither Landlord, nor its employees, representatives or agents,
shall be personally liable for any deficiency. Neither Landlord’ s employees, agents, nor representatives,
nor any other person or entity other than Landlord, nor any of their respective assets, shall be liable for
Landlord’ s breach of this Lease. Notwithstanding any other provision of this Lease, in no event shall
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Landlord be liable for consequential damages, or loss of or interference with Tenant’s business, including
without limitation lost profits.
(n) Exhibits. All exhibits, amendments, riders and addenda attached hereto are
hereby incorporated herein and made a part hereof.
(o) Conditions. All agreements of Tenant contained in this Lease, whether
expressed as conditions or covenants, shall be construed to be both conditions and covenants, conferring
upon Landlord, in the event of a breach thereof, the right to terminate this Lease.
(p) No Partnership or Joint Venture. Nothing in this Lease shall be construed
as creating a partnership or joint venture between Landlord, Tenant, or any other party, or cause Landlord
to be responsible for the debts or obligations of Tenant or any other party.
(q) Construction. This Lease shall not be construed either for or against
Tenant or Landlord, but shall be construed in accordance with the general tenor of the language. This Lease
shall be construed in accordance with the laws of the State of California.
(r) Joint and Several Liability. If Tenant consists of more than one (1) person
or entity, the obligations of each Tenant under this Lease shall be joint and several.
(s) Certified Access Specialist. For purposes of Section 1938 of the California
Civil Code, Landlord hereby discloses to Tenant that, to Landlord’s actual knowledge, as of the Effective
Date, the Premises have not undergone inspection by a Certified Access Specialist (“CASp”). Pursuant to
California Civil Code Section 1938(e), Landlord hereby further discloses to Tenant the following: “A
Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject
premises comply with all of the applicable construction-related accessibility standards under state
law. Although state law does not require a CASp inspection of the subject premises, the commercial
property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the
subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee
or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp
inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary
to correct violations of construction-related accessibility standards within the premises.” Notwithstanding
the foregoing and/or anything to the contrary contained in this Lease, Landlord and Tenant hereby agree
and acknowledge that, in the event Tenant desires to obtain a CASp inspection, then:
(x) Tenant shall provide Landlord with no less than twenty (20) business days’ prior
written notice and, upon receipt of such notice, Landlord shall have the right to, among other things, (i)
select the date and time at which such inspection shall occur, and (ii) have one (1) or more representatives
present during such inspection.
(y) Tenant hereby agrees and acknowledges that it shall (i) provide Landlord with a
copy of any and all findings, reports and/or other materials (collectively, the “CASp Report”) provided by
the CASp immediately following Tenant’s receipt thereof, (ii) at all times maintain (and cause to be
maintained) the CASp Report and its findings (and any and all other materials related thereto) confidential
and (iii) pay for the CASp inspection and CASp Report at Tenant’s sole cost and expense. If Tenant
receives a disability access inspection certificate, as described in subdivision (e) of California Civil Code
Section 55.53, in connection with or following any CASp inspection undertaken on behalf, or for the
benefit, of Tenant, then Tenant shall cause such certificate to be provided immediately to Landlord.
Docusign Envelope ID: F7472413-10D1-4AF2-A586-D2C93538991D
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(z) If the CASp Report identifies any violation(s) of applicable construction -related
accessibility standards (“CASp Violation(s)”), Tenant shall immediately provide written notice to Landlord
of any and all such CASp Violation(s). In such event, Tenant shall, at Tenant’s sole cost and expense,
perform, or cause to be performed, any repairs, modifications and/or other work necessary to correct such
CASp Violation(s) (any such repairs, modifications and/or other work being collectively referred to herein
as the “CASp Work”). Tenant shall commence (or cause the commencement of) such CASp Work no later
than fifteen (15) business days after Landlord’s receipt of the CASp Report in accordance with the terms
and conditions of this Lease. Tenant shall diligently prosecute (or cause to be diligently prosecuted) to
completion all such CASp Work in a lien free, good and workmanlike manner, and, upon completion, obtain
an updated CASp Report showing that the Premises then comply with all applicable construction-related
accessibility standards. Any and all cost and expense associated with the CASp Work and/or the updated
CASp Report (which Tenant shall provide to Landlord immediately upon Tenant’s receipt thereof) shall be
at Tenant’s sole cost and expense.
Without limiting the generality of the foregoing, Tenant hereby agrees and acknowledges that: (i)
Tenant assumes all risk of, and agrees that Landlord shall not be liable for, any and all loss, cost, damage,
expense and liability (including, without limitation, court costs and reasonable attorneys’ fees) sustained as
a result of the Premises not having been inspected by a Certified Access Specialist (CASp); (ii) Tenant’s
indemnity obligations set forth in this Lease shall include any and all claims relating to or arising as a result
of the Premises not having been inspected by a Certified Access Specialist (CASp); and (iii) Landlord may
require, as a condition to its consent to any alterations, additions or improvements, that the same be
inspected and certified by a Certified Access Specialist (CASp) (following completion) as meeting all
applicable construction-related accessibility standards pursuant to California Civil Code Section 55.53.
(t) Binding Effect. Subject to the provisions of Paragraphs 9 and 10, all of the
provisions hereof shall bind and inure to the benefit of the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns.
(u) Waiver of Statutory Provisions. Each party waives California Civil Code
§§ 1932(2), 1933(4) and 1945. Tenant waives (a) any rights under (i) California Civil Code §§ 1932(1),
1941, 1942, 1950.7 or any similar or replacement section or law, or (ii) California Code of Civil Procedure
§§ 1263.260 or 1265.130 or any similar or replacement section or law; and (b) any right to terminate this
Lease under California Civil Code § 1995.310 or any similar or replacement section or law. Tenant further
expressly waives California Civil Code Section 1479, and agrees that Landlord shall have the right to
designate which portion of Tenant’s obligations under this Lease are satisfied by a partial payment or to
allocate any payment by Tenant to outstanding obligations of Tenant in any order it desires (i.e., Landlord
may allocate payments to the earliest amounts outstanding or the most recent, at its discretion).
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first stated
above.
LANDLORD: TENANT:
CITY OF GILROY,
a California municipal corporation
GILROY FELLOWSHIP OF ALCOHOLICS
ANONYMOUS,
a California non-profit public benefit corporation
By: By:
Its: Its:
Date: Date:
Docusign Envelope ID: F7472413-10D1-4AF2-A586-D2C93538991D
6/25/2025
Lease Adhoc Committee Chair
6/30/2025
City Administrator
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ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Docusign Envelope ID: F7472413-10D1-4AF2-A586-D2C93538991D
Gilroy Groups of Alcoholics Anonymous
Joseph M Nunez
Lease Ad Hoc Committee Chair
Gilroy Fellowship of Alcoholics
nuchecos@gmail.com
408-427-1608
06/15/2025
City of Gilroy
Subject: Authorization of Lease Signatory
To Whom It May Concern,
This letter serves to formally notify the City of Gilroy that Joseph M. Nunez, in his capacity as Chair of the
Lease Ad Hoc Committee, is authorized to execute the lease agreement currently being negotiated
between the City of Gilroy and The Gilroy Fellowship of Alcoholics (the “Tenant ”). Mr. Nunez has been
duly appointed to represent and bind the Tenant with respect to this transaction.
To that end, we request that the following representation be included in the final lease agreement:
“The individual executing this Lease on behalf of Tenant represents and warrants that
he/she is duly authorized to execute and deliver this Lease on behalf of Tenant and that this
Lease is binding upon Tenant in accordance with its terms.”
Please let us know if you require any additional documentation or resolutions confirming Mr. Nunez’s
authority.
We appreciate your cooperation and look forward to finalizing the agreement.
Sincerely,
Joseph Nunez
Lease Ad Hoc Committee Chair
Gilroy Groups of Alcoholics Anonymous
Docusign Envelope ID: F7472413-10D1-4AF2-A586-D2C93538991D