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HomeMy WebLinkAboutGilroy Downtown Business Association - Lease for Old Visitor Bureau BuildingSINGLE TENANT LEASE (Gilroy Downtown Association Temporary Offices) THIS LEASE, for reference purposes only dated J ,( r , 20V , is entered into by and between THE CITY OF GILROY, a municipal corporate ( "Landlor ), and GILROY DOWNTOWN ASSOCIATION, a California non -profit corporation ( "Tenant "). 1. PREMISES. 1.1 Subject to the reservation described in Paragraph 1.2 below, Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the building commonly known as the Old Visitor Bureau Building ( "Building "), the land on which the Building is located, located in Gilroy, California and more specifically described as follows: 7780 Monterey Road, Gilroy, California 95020 APN: 841 -04 -020 (collectively referred to in this Lease as the "Premises ") The land contained within the Premises is more particularly described in the Memorandum of Lease attached hereto as Exhibit A. 2. LEASE TERM. 2.1 Term. The term of this Lease ( "Term ") shall be month -to -month and shall commence on December 1, 2011 (the "Commencement Date "). This Lease may be terminated by Landlord or Tenant at any time by giving the other party not less than thirty (30) days prior written notice of termination. 2.2 Delay in Commencement Date. If Landlord is unable to deliver possession of the Premises on the Commencement Date, Landlord shall not be liable for any damage caused thereby, nor shall this Lease be voidable, provided, however that if Landlord has QeeGrriQ"� ,n xcj not delivered possession of the Premises to Tenant by ' -Tenant -fhay termmafe � this Lease by delivering written notice to Landlord prior to delivery of possession by Landlord. 2D 12— If Tenant, with Landlord's consent, takes possession prior to the Commencement Date, Tenant shall do so subject to all of the covenants and conditions hereof. 2.3 Acceptance. Tenant hereby accepts the Premises in its "AS IS" condition without representation or warranty of any kind, express or implied, and subject to all applicable laws. Upon taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair, and to have accepted the Premises in its existing condition, subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of record. Landlord shall have no obligation to construct any improvements on or within the Premises for the benefit of Tenant. Neither Landlord nor Landlord's agents, employees or other representatives makes any representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, the condition of the Premises, or the use or occupancy which may be made thereof, and Tenant has independently investigated and is satisfied that the Premises are and will be suitable for Tenant's intended use. Tenant shall be solely responsible for installing or arranging for any security 1KKS11027150.2 -1- 111511- 04706083 devices or services desired by Tenant for the Premises and the safety of persons or property upon the Premises, and Landlord shall have no obligation or liability with respect to the provision or lack of provision of such security devices or services. 3. RENT. 3.1 Rent. Landlord agrees to lease the Premises to Tenant at the rate of One Dollar ($1.00) per month, payable in advance on the first day of each month during the Term. All amounts which Tenant is required to pay under this Lease, including without limitation the monthly rent described in the prior sentence and all damages, costs and expenses which Landlord may incur by reason of any default by Tenant under this Lease, shall be deemed to be rent hereunder ( "Rent "). All Rent shall be paid in lawful money of the United States to Landlord at the address specified in this Lease for purposes of notice, or to such other persons or at such other places as may be designated in writing by Landlord from time to time. All Rent shall be paid without offset or deduction and, except as otherwise expressly provided in this Lease, without prior notice or demand. 4. TAXES. 4.1 Real Property Taxes. Tenant shall pay, before the same become delinquent, all Real Property Taxes imposed against Landlord or Tenant in connection with this Lease or against the Premises. As used in this Lease, Real Property Taxes means any form of assessment, license, fee, rent tax, levy or tax (other than net income, estate, successor or inheritance taxes), now or hereafter imposed by any authority having the direct or indirect power to tax or by any city (including Landlord), county, state or federal government or any improvement or other district or division thereof, whether or not now customary or within the contemplation of the parties, ordinary or extraordinary, general or special, or resulting from increased rate or valuation, together with any taxes levied or assessed in lieu of, in substitution for, or in addition to existing taxes and assessments against the Premises, including without limitation any possessory interest tax. In connection with California Revenue and Taxation Code section 107.6, Landlord states and Tenant acknowledges that by entering into this Lease, a possessory interest subject to property taxes may be created. Tenant or other parties in whom the possessory interest has vested may be subject to the payment of property taxes levied on such interest. 4.2 Tax on Leasehold or Personal Property. Tenant shall be responsible for and shall pay before delinquency all municipal, county or state taxes, levies and fees of every kind and nature including, but not limited to, general or special assessments assessed during the Term against any leasehold interest or trade fixtures or personal property of any kind, owned or leased by or placed in, upon or about the Premises by Tenant. Tenant agrees to pay before delinquency the amount of all taxes levied upon or measured by the rent payable hereunder, whether as a so- called sales tax, transaction privilege tax, excise tax, or otherwise. If such taxes, levies or fees are assessed, levied, or imposed upon Landlord or any portion of the Premises, Landlord shall give Tenant a statement of the amount applicable to the Premises. If a separate assessment of the improvements is not available from the appropriate governmental authority, Landlord's good faith allocation shall be binding on Tenant. In such event, Tenant shall pay Landlord on demand for such taxes, levies and fees applicable to the Premises. MS11027150.2 -2- 111511- 04706083 5. CONDUCT OF BUSINESS BY TENANT. 5.1 Use of the Premises. Tenant shall use the Premises solely as offices for the Gilroy Downtown Association for meetings and business operation consistent with the Gilroy City and Zoning Codes and for no other purpose. Except for janitorial service providers, Landlord and Tenant shall be the sole key holders to the Premises with alarm access to the Premises. 5.2 Compliance with Law. Tenant, at its expense, shall comply promptly with all applicable laws regulating the use by Tenant of the Premises and the conduct of its activities on the Premises. Tenant shall not use or permit the use of the Premises in any manner that will tend to create a nuisance. Tenant shall place no loads upon the floors, walls or ceilings in excess of the maximum designed load determined by Landlord or which endanger the structure; nor place any harmful liquids in the drainage systems; nor dump or store waste materials or refuse or allow such to remain outside the Building, except in enclosed trash areas provided, if any. Tenant shall not store or permit to be stored or otherwise place any other material of any nature whatsoever outside the Building. Tenant and Tenant's agents, officers, directors, employees, contractors, representatives, servants, licensees or invitees (collectively "Tenant's Agents ") shall not use, store or dispose, or allow the use, storage or disposal of, any Hazardous Materials on any portion of the Premises. As used in this paragraph, Hazardous Materials means any chemical, substance or material which has been or is hereafter determined by any federal, state or local governmental authority to be capable of posing risk of injury to health or safety, including without limitation, petroleum, asbestos, polychlorinated biphenyls, radioactive materials and radon gas. 6. MAINTENANCE, REPAIRS, AND ALTERATIONS. 6.1 Landlord's Responsibility. During the term of this Lease or any extension thereof Landlord shall not be responsible to maintain or repair any portion of the Premises, and Tenant shall be responsible for any and all damage or injury caused by the negligence or willful misconduct of Tenant or Tenant's Agents. Tenant shall pay to Landlord any costs incurred by Landlord to correct damage or injury for which Tenant is responsible pursuant to the prior sentence not later ten (10) days after receiving Landlord's invoice for such costs. 6.2 Tenant's Responsibility. Tenant shall, during the Term, keep in good order, condition and repair the entire Premises including, without limitation, all fixtures, exterior and interior walls and exterior and interior surface of walls, electrical and plumbing systems, heating, ventilating and air conditioning systems, windows, plate glass, landscaping, paving and other exterior areas and improvements located on the Premises from time to time, subject to Paragraph 8.1 below. Tenant's obligations under this Paragraph shall include the obligation to replace any of the foregoing items, or any portion thereof, which cannot be fully repaired. The Premises shall be maintained by Tenant in an attractive, safe, and fully operative condition at all times during the Term. In no event shall Landlord have any repair or maintenance responsibility for the Premises, or any portion thereof, except as otherwise expressly provided in this Lease. Tenant waives the provisions of California Civil Code section 1941 and 1942 and any similar law now or hereafter in effect. 1KKS11027150.2 -3- 111511-04706083 6.3 Condition Upon Surrender. On Lease Termination, Tenant shall remove its personal property and trade fixtures from the Premises, surrender the Premises to Landlord in at least as good a condition as when received by Tenant under this Lease, ordinary wear and tear excepted, subject to Paragraph 8.1 below. At Landlord's option, Landlord shall have the right to require that Tenant remove any and all alterations, additions, signs, artwork or improvements made by Tenant during the Term of this Lease and perform any necessary repairs caused by such removal to the condition that existed prior to the installation of such alteration, addition, sign, artwork or improvement and in accordance with all applicable laws in effect as of the date of such repair. 6.4 Improvements by Tenant. Tenant shall not, without prior written consent of Landlord, make or install any alterations, improvements, or additions (collectively, "Alterations ") to the Premises, including without limitation any exterior landscaping or outdoor facilities or improvements. Before commencing any Alterations, Tenant shall submit plans and specifications to Landlord for Landlord's approval. At least ten (10) days prior to undertaking construction or installation of any Alterations, Tenant shall give written notice to Landlord setting forth the date work is to commence. Landlord shall have the right at all reasonable times to post and keep posted on the Premises such notices of nonresponsibility as Landlord may deem necessary for the protection of Landlord and the Premises from mechanic's and materialman's liens. All Alterations shall be installed at Tenant's sole cost and expense, in compliance with all applicable laws, pen-nit requirements and any covenants, conditions or restrictions of record, by a licensed contractor, shall be done in a good and workmanlike manner conforming in quality and design with the Premises existing as of the date the Premises were delivered to Tenant under this Lease, and shall not diminish the value of the Premises. All Alterations made by Tenant shall be and become the property of Landlord upon installation and shall not be deemed Tenant's personal property; provided, however, that Landlord may, at its option, require that Tenant, at Tenant's expense, remove any or all Alterations installed by Tenant and repair the Premises to their condition that existed prior to the installation of the Alternations and in accordance with all applicable laws in effect as of the date of such repair. This paragraph shall survive the Lease Tennination. Notwithstanding any other provision of this Lease, Tenant shall be solely responsible for the maintenance and repair of any Alterations made by Tenant to the Premises. 7. INSURANCE AND INDEMNITY. 7.1 Tenant's Insurance. Tenant shall at all times during the Term, at Tenant's sole cost and expense, maintain in effect the following insurance: (i) Workmen's compensation insurance in not less than the minimum amounts required by law; (ii) Commercial general liability insurance (at least as broad as the most commonly available ISO Commercial General Liability policy form CG 00 01), or such successor comparable form of coverage in the broadest fonn then available, for the mutual benefit of Landlord and Tenant, against any and all claims and liabilities arising out of the ownership, use, occupancy or maintenance of the Premises, or Tenant's activities thereon. The minimum limit of coverage of such policy shall be in the amount of not less than One Million Dollars ($1,000,000) per occurrence and annual aggregate, shall include an extended liability MW -4- 111511- 04706083 endorsement providing contractual liability coverage (which shall include without limitation coverage for Tenant's indemnification, defense and hold harmless obligations in this Lease), and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least One Million Dollars ($1,000,000); and (iii) Business automobile liability insurance having a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence and insuring Tenant against liability for claims for bodily injury, death, or property damage, arising out of ownership, maintenance, or use of any owned, hired or non -owned automobiles. 7.2 General Requirements. No policy maintained by Tenant under Paragraph 7.1 shall contain a deductible greater than Two Thousand Five Hundred Dollars ($2,500). No policy shall be cancelable or subject to reduction of coverage without thirty (30) days prior written notice to Landlord (except for nonpayment which shall require not less than ten (10) days notice). Such policies of insurance shall be issued as primary policies and not contributing with or in excess of coverage that Landlord may carry, by an insurance company authorized to do business in California for the issuance of such type of insurance coverage and having an AM Best financial strength rating or A+ or better. All deductibles shall be deemed self - insured with full waiver of subrogation. All Tenant policies shall contain an endorsement that the insurer waives its right to subrogation. The types of insurance and minimum limits specified above are the minimum required by Landlord, and Landlord may from time to time require changes and /or additions thereto to meet changed circumstances or as otherwise reasonably required by Landlord, including without limitation changes in the purchasing power of the dollar and changes consistent with the standards required by other landlords in Santa Clara County, California. Tenant's obligations under this Lease shall not be limited to the amount of any insurance required of or carried by Tenant under Paragraph 7.1 and Tenant is responsible for insuring that the amount of insurance carried by Tenant is sufficient for Tenant's purposes. All insurance required to be carried by Tenant hereunder shall be in companies, on forms and with loss payable clauses satisfactory to Landlord and copies of policies of such insurance, certified by the insurer to be a true and correct copy of the insurance policies, shall be delivered to Landlord by Tenant prior to the Commencement Date. A new certified policy shall be delivered to Landlord at least thirty (30) days before expiration of the old policy. The liability policies to be carried by Tenant under this Lease shall name Landlord and its agents, employees and designated lenders as additional insureds. All policies shall provide coverage on an occurrence basis and not on a claims made basis. 7.3 Waiver of Liability. Landlord and Tenant each hereby waives any and all rights of recovery against the other or against the employees, representatives and agents of such other party for loss of or damage to such waiving party or its property or the property of others under its control, arising from any cause to the extent insured against under any insurance policy carried by such waiving party and to the extent such waiver is permitted under such insurance policy and does not prejudice coverage under such policy. Tenant shall obtain and furnish evidence to Landlord of the waiver by Tenant's insurance carriers of any right of subrogation against Landlord. 1KKS11027150.2 -5- 111511- 04706083 7.4 Tenant to Hold Landlord Harmless. Tenant hereby agrees to defend, indemnify and hold harmless Landlord and Landlord's employees, representatives and agents from and against any and all claims, damages, losses, liabilities, judgments or expenses (including without limitation attorneys' fees) due to any cause, including without limitation those relating to bodily injury and property damage, which arises out of or is in any way attributable to the use or occupancy of the Premises or any part thereof by Tenant or Tenant's Agents, the acts or omissions of Tenant or Tenant's Agents or Tenant's breach of this Lease, except to the extent caused by the willful misconduct or negligence of Landlord. This paragraph and Tenant's obligation hereunder shall survive Lease Termination. 7.5 Landlord's Disclaimer. Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers or any other person in or about the Premises caused by or resulting from fire, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, or from any other cause, whether such damage or injury results from conditions arising upon the Premises or from other sources. S. REPAIRS AND RESTORATION. 8.1 Damage. 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 materially interferes with Tenant's continued use of the Premises, and Landlord elects not to rebuild, restore or repair, Tenant's sole right shall be to terminate this Lease by giving written notice of termination. Notwithstanding Tenant's election to terminate the Lease pursuant to this Paragraph 8.1, if the damage was caused by Tenant or Tenant's Agents, Tenant shall reimburse Landlord for all costs incurred by Landlord in repairing or rebuilding the Premises to the extent such costs exceed any Net Insurance Proceeds received by Landlord from any insurance policy. As used in this Lease, "Net Insurance Proceeds" shall mean the proceeds of insurance received from the insurer, less costs of recovery. This paragraph and Tenant's obligations hereunder shall survive Lease Termination. 8.2 Notice, Rent Abatement, Refixturing. Tenant shall notify Landlord in writing immediately upon the occurrence of any damage or destruction to all or any portion of the Premises. 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 such damage, destruction, repair or restoration. In no event shall any damage, destruction, restoration or repair of any portion of the Premises result in an extension of the expiration date of the Lease. 9. ASSIGNMENT AND SUBLETTING. 9.1 Landlord's Consent Required. Tenant shall not, either voluntarily, involuntarily or by operation of law (i) assign, sell or otherwise transfer all or any part of the Tenant's interest in this Lease or in the Premises, or (ii) permit any part of the Premises to be sublet, occupied or used by anyone other than Tenant or (iii) pen-nit any person to succeed to any MW 027150.2 -6- 111511- 04706083 interest in this Lease or the Premises, (all of the foregoing being collectively referred to as a "Transfer "). In no event shall Landlord be required to consent to any Transfer. Tenant recognizes and acknowledges that Landlord has agreed to enter into this Lease because of Tenant's operation as a non - profit corporation actively dedicated to promoting and fostering programs for the benefit of the downtown community and citizens of the City of Gilroy. Tenant acknowledges and agrees that the prohibition against Transfers is therefore fair and reasonable. If Tenant is a corporation, any dissolution, merger, consolidation or reorganization of Tenant, the transfer, assignment or hypothecation of any stock or interest in such corporation in the aggregate in excess of twenty -five percent (25 %), or the sale (cumulatively) of fifty percent (50 %) or more of the value of Tenant's assets shall be deemed a Transfer. If Tenant is a partnership, a withdrawal or substitution of any partner(s) owning twenty -five percent (25 %) or more of the partnership (cumulatively), any assignment(s) of twenty -five percent (25 %) or more (cumulatively) of any interest in the capital or profits of the partnership, the sale (cumulatively) of fifty percent (50 %) or more of the value of Tenant's assets, or the dissolution of the partnership shall be deemed a Transfer. If Tenant is a limited liability company, any dissolution, merger, consolidation or reorganization of Tenant, the transfer, assignment or hypothecation of a membership, economic or other interest in the limited liability company in the aggregate in excess of twenty -five percent (25 %), or the sale (cumulatively) of fifty percent (50 %) or more of the value of the limited liability company's assets shall be deemed a Transfer. In the case of any other entity comprising Tenant, any transfer, assignment or hypothecation of any interest in such entity in the aggregate in excess of twenty -five percent (25 %), or the sale (cumulatively) of fifty percent (50 %) or more of the value of Tenant's assets shall be deemed a Transfer. In no event shall Tenant hypothecate, mortgage, pledge or encumber Tenant's interest in this Lease or in the Premises or otherwise use the Lease as a security device in any manner, nor shall Tenant transfer any right appurtenant to this Lease or the Premises separate from a permitted Transfer. Tenant expressly agrees that the provisions of this Article are not unreasonable standards or conditions for purposes of Section 1951.4(b)(2) of the California Civil Code, as amended from time to time, under the federal Bankruptcy Code, or for any other purpose. 10. EMINENT DOMAIN. 10.1 Automatic Termination. If the entire Premises, or so much of it as to snake the Premises not reasonably adequate for the conduct of Tenant's business in Tenant's reasonable judgment shall be taken under the power of eminent domain, this Lease shall automatically tenninate as of the date on which the condemning authority takes possession. 10.2 Rent Abatement. If a portion of the Premises is taken by power of eminent domain which does not result in a tennination 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. 10.3 Condemnation Award. Any award for any taking of all or any part of the Premises under the power of eminent domain 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 IKKS11027150.2 -%- 111511- 04706083 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. 10.4 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. 11. UTILITY SERVICES. Tenant shall arrange and pay for janitorial services and janitorial supplies to the Premises and shall arrange and pay for water, sewer, gas, electric, telephone, cable, on -line and any other utility services to the Premises, and for any security or alarm system or services that Tenant desires for the Premises. Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility or service being furnished to the Premises, including without limitation any security or alarm system or service, and no such failure or interruption shall affect Tenant's obligations under this Lease. Landlord shall be entitled to cooperate voluntarily and Tenant agrees to cooperate, with the efforts of governmental authorities or utility suppliers in reducing energy or other resource consumption. 12. DEFAULTS. REMEDIES. 12.1 Defaults. The occurrence of any one or more of the following events shall constitute a default hereunder by Tenant: 12.1.1 The abandonment of the Premises by Tenant. Abandonment is defined to include, but is not limited to, any absence by Tenant from the Premises for ten (10) consecutive days or longer. 12.1.2 The failure by Tenant to make any payment required by this Lease as and when due. 12.1.3 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, which this Lease characterizes as a non - curable default. 12.1.4 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, other than as specified in Paragraphs 12.1.1 or 12.1.2 above, and other than those that this Lease characterizes as a non - curable default. 12.1.5 (a) The making by Tenant of any general assignment for the benefit of creditors; (b) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days, or (c) the attachment, 1KKS11027150.2 -8- 111511- 04706083 execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where seizure is not discharged within thirty (30) days. 12.2 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: 12.2.1 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 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. 12.2.2 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 three (3) days after written notice from Landlord, or, (ii) with respect to the defaults referred to in Paragraphs 12.1.1, or 12.1.4, 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, or (iii) with respect to a default described in Paragraph 12.1.3, upon delivery to Tenant of not less than ten (10) days prior written notice of termination, or (iv) with respect to a default specified in Paragraph 12.1.5, if such default is not cured within the respective time specified in that paragraph. The parties agree that any notice given by Landlord to Tenant pursuant to this Paragraph 12.2.2 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 same at Tenant's cost and to recover from Tenant as damages: 12.2.2.1 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 12.2.2.2 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 12.2.2.3 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 12.2.2.4 Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform Tenant's obligations WKW027150.2 -9- 111511- 04706083 under this Lease, or which, in the ordinary course of things, would be likely to result therefrom; plus 12.2.2.5 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. The "worth at the time of award" of the amounts referred to in Paragraphs 12.2.2.1 and 12.2.2.2 is computed by allowing interest at the Stipulated Rate (defined in Paragraph 16). The "worth at the time of award" of the amount referred to in Paragraph 12.2.2.3 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%). 12.2.3 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. 12.3 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. Notwithstanding any other provision of this Lease, in no event shall Landlord be liable to Tenant for consequential damages, or loss of or interference with Tenant's business, including without limitation lost profits. 12.4 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. 13. SIGNS. Tenant shall not, without Landlord's prior written consent install or affix to any portion of the Premises any exterior or interior window, door or other signs, lettering, placards or the like (collectively "Signs "). If Landlord consents to the erection of any Signs, such Signs shall comply with any sign criteria imposed by Landlord and all applicable laws. 14. RIGHT OF ENTRY. Landlord and its agents shall have free access to the Premises during all reasonable hours for the purpose of examining the same to ascertain if they are in good repair, making repairs or installations which Landlord may be permitted to make hereunder, performing Landlord's obligations under this Lease, protecting the Premises, posting notices of nonresponsibility, and exhibiting the same to prospective purchasers, lenders or tenants. 15. TRANSFER OF LANDLORD'S INTEREST. Upon any transfer or transfers of Landlord's interest in the Premises, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after the date of such transfer, provided that the transferee is liable for any and all obligations and liabilities on the part VM1027150.2 -10- 111511- 04706083 of Landlord accruing from and after the date of such transfer. Tenant shall attorn to any transferee of Landlord's interest in the Premises. 16. INTEREST. Any amount due from Tenant to Landlord hereunder which is not paid when due shall bear interest from the due date until paid an annual rate of interest (the "Stipulated Rate ") equal to the greater of (i) ten percent (10 %); or (ii) five percent (5 %) plus the rate established by the Federal Reserve Bank of San Francisco, as of the twenty -five (25th) day of the month immediately preceding the due date, on advances to member banks under Sections 13 and 13(a) of the Federal Reserve Act, as now in effect or hereafter from time to time amended. Payment of such interest shall not excuse or cure any default by Tenant under this Lease. 17. PROHIBITED TRANSACTION. Tenant represents and warrants that neither Tenant nor any of its affiliates have engaged in any dealings or transactions, directly or indirectly, (i) in contravention of any U.S., international or other money laundering regulations or conventions now or hereafter in effect, or any enabling legislation or executive order relating thereto, or (ii) in contravention of Executive Order No. 13244 issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or any regulations promulgated thereunder, as may be amended or supplemented from time to time ( "Anti- Terrorism Order "), or (iii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on any relevant lists maintained by the United Nations, North Atlantic Treaty Organization, Organization of Economic Cooperation and Development, Financial Action Task Force, U.S. Office of Foreign Assets Control, U.S. Securities & Exchange Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency, U.S. Internal Revenue Service, or any country or organization, all as may be amended from time to time. Tenant represents and warrants that neither Tenant nor any of its affiliates are a person described in section 1 of the Anti - Terrorism Order and neither Tenant nor any of its affiliates have engaged in any dealings or transactions, or otherwise been associated with any such person. If at any time any of the representations and warranties in this Section becomes false then it shall be considered a non - curable default by Tenant under this Lease. 18. MISCELLANEOUS. 18.1 Time of Essence. Time is of the essence with respect to the performance of every provision of this Lease. 18.2 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. 18.3 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 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. IKKS11027150.2 -1 1- 111511- 04706083 18.4 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 -6141 Attn: Landlord Administrator Tenant: If mailed: Gilroy Downtown Association P.O. Box 2310 Gilroy, CA 95021 -2533 If personally delivered: Gilroy Downtown Association 7780 Monterey Road Gilroy, CA 95020 Any notice so given by snail 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 116 1) shall be delivered in the manner required or allowed by law. 18.5 Holdover. Any holding over after the termination of this Lease ( "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 6.3, 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 Premises, which obligations shall survive Lease Tennination. 18.6 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 attorney's 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 Tennination. 1KKS11027150.2 -12- 111511- 04706083 18.7 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 only become effective and binding upon full execution hereof by Landlord and delivery of a signed copy to Tenant. 18.8 Waiver. The waiver by Landlord 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 acceptance 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 Landlord unless such waiver is in writing signed by Landlord. 18.9 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. 18.10 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 mechanic's 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 detennines 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 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 18.10 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 the lien law. Tenant shall give Landlord adequate opportunity and Landlord shall have the 1KKS11027150.2 -13- 111511-04706083 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. 18.11 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, then in addition to such failure constituting a default by Tenant, 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 the Lease remains in effect. 18.12 Recording. Upon execution of this Lease by Tenant, Tenant shall execute in recordable form and deliver to Landlord a Memorandum of Lease in the form of Exhibit "A" attached hereto. Following Lease Termination, Tenant shall, promptly following demand from Landlord, execute a Quitclaim Deed in favor of Landlord quitclaiming all of Tenant's right, title and interest under this Lease; provided, however, that Tenant's failure to delivery such Quitclaim Deed when requested shall not delay or prevent or otherwise affect the expiration or termination of this Lease. Tenant's obligations pursuant to this paragraph shall survive Lease Termination. 18.13 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 perfonned 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. 18.14 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, title and interest of Landlord in the Premises and out of rent or other income from the WKW 027150.2 -14- 111511- 04706083 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. 18.15 Exhibits. All exhibits, amendments, riders and addenda attached hereto are hereby incorporated herein and made a part hereof. 18.16 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. 18.17 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. 18.18 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. 18.19 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. 18.20 Binding Effect. Subject to the provisions of Paragraph 15 and Article 9, 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. WS11027150.2 -15- 111511-04706083 THIS LEASE is effective as of the date the last signatory necessary to execute the Lease shall have executed this Lease. Dated: ' / C J2 Z/,Z Dated: I �' I l Z IKKW 027150.2 -16- 111511- 04706083 TENANT: GILROY DOWNTOWN ASSOCIATION, a California nonprofit corporation Its: pr-eigeCZ2,-4:L LANDLORD: CITY PFVILROY, a mu icip corporation By: Its: 0 APPROVED AS TO FORM: City Attorney GILRDOW -01 PATRA4 '4`�. °R° CERTIFICATE OF LIABILITY INSURANCE DAT1161201 YYY> 1 /6/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0522024 CONTACT NAME: Chapman PO Box 5455 Pasadena, CA 91117 -0455 PHONE 1 626 405 -8031 FAX A/C No EXt : ( ) A/c, No : 1 (626) 405 -0585 n DRIESS: INSURER(S) AFFORDING COVERAGE NAIC 8 INSURER A: Nonprofits' Insurance Alliance NIAC INSURED INSURER B $ 1,000,000 INSURER C $ 500,000 Gilroy Downtown Business Association P.O. Box 2310 INSURER D INSURER E Gilroy, CA 95021 INSURER F CLAIMS -MADE FXI OCCUR COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY EFF MM /DDNYYY POLICY EXP MM /DDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 PREMISESOEa occurrence $ 500,000 • X COMMERCIAL GENERAL LIABILITY X 201108723NPO 8/1112011 8/11/2012 CLAIMS -MADE FXI OCCUR MED EXP (Any one person) $ 20,000 PERSONAL & ADV INJURY $ 1,000,000 X Liquor Liab GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 3,000,000 POLICY PE LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ 1,000,000 • X ANY AUTO 201108723NPO 8111/2011 8111/2012 X ALL OWNED X SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ X HIRED AUTOS X NON -OWNED AUTOS UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE WC STATU- OTH- TORY LIMITS I ER E.L. EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? ❑ NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Re: 7780 Monterey St. Gilroy. City of Gilroy, its Officers, Officials, Employees and Special Agents are named additional insured with respect to the operations of the named insured per the attached CG 2011 endorsement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Gilroy, its Officers, Officials AUTHORIZED REPRESENTATIVE Employees and Special Agents 7351 Rosanna Street 04-4— lGilroy, CA 95020 ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 201108723NPO COMMERCIAL GENERAL LIABILITY CG 20 11 01 96 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE 1. Designation of Premises (Part Leased to You): 7780 Monterey St. Gilroy. 2. Name of Person or Organization (Additional Insured): Any person or organization acting as a manager or lessor of a covered premises that you are required to name as an additional insured on this policy, under a written contract, lease or agreement currently in effect, or becoming effective during the term of this policy, and for which a certificate of insurance naming that person or organization as additional insured has been issued. City of Gilroy, its Officers, Officials, Employees and Special Agents Additional Premium: INCLUDED (If no entry appears above, the information required to complete this endorsement will be shown in the Declara- tions as applicable to this endorsement.) WHO IS AN INSURED (Section 11) is amended to include as an insured the person or organization shown in the Schedule but only with respect to liability arising out of the ownership, maintenance or use of that part of the prem- ises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person or organization shown in the Schedule. CG 20 11 01 96 Copyright, Insurance Services Office, Inc., 1994 Page 1 of 1 ❑ GILRDOW -01 VMXHAVERI acoRO� CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DDIYYYI' 10/9/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher $ Co. Insurance Brokers of CA., Inc. 505 N Brand Blvd, Suite 600 Glendale, CA 91203 CONTACT NAME: PHONE 818 539 -2300 FAX No : 818 539 -2301 A/c No Ext : ( ) ( ) -ADDRESS: INSURERS) AFFORDING COVERAGE NAIC # INSURER A: Nonprofits' Insurance Alliance of CA INSURED INSURER B: -DAMAGE TO RENTED PREMISES Ea occurrence INSURER C : • Gilroy Downtown Business Association P.O. Box 2310 INSURER D ' 201308723NPO 8111/2013 8/11/2014 Gilroy, CA 95021 INSURER E: INSURER F: COVFRAGFS CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INS SUBR WVD POLICY NUMBER POLICY EFF MM /DD POLICY EXP MMIDD LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -DAMAGE TO RENTED PREMISES Ea occurrence $ 500,000 • X COMMERCIAL GENERAL LIABILITY X 201308723NPO 8111/2013 8/11/2014 CLAIMS -MADE FXI OCCUR MED EXP (Any one person) $ 20,000 PERSONAL BADV INJURY $ 1,000,000 X Liquor Liab GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 3,000,000 $ POLICY PRO JECT 7 LOC AUTOMOBILE LIABILITY COMEa BINED accident S INGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ • X ANY AUTO 201308723NPO 811112013 8/1112014 BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS PROPERTY DAMAGE PER ACCIDEN $ NON OWNED HIRED AUTOS AUTOS UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE _tDEDT I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory In NH) E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ . If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Re: 7780 Monterey St. Gilroy. City of Gilroy, its Officers, Officials, Employees and Special Agents are named additional insured with respect to the operations of the named insured per the attached CG 2011 endorsement. L"11 C Lh R-01 W-1 I Loi e I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Gilroy, Officers, Officials THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y ACCORDANCE WITH THE POLICY PROVISIONS. Employees and Special Agents 7351 Rosanna Street Gilroy, CA 95020 AUTHORIZED REPRESENTATIVE ACORD 25 (2010105) ©1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 000055 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE 1. Designation of Premises (Part Leased to You): - 2. - Name of Person or- Organization (Additional Insured): Any person or organization acting as a manager or lessor of a covered premises that you are required to name as an additional insured on this policy, under a written contract, lease or agreement currently in effect, or becoming effective during.the term of this policy, and for which a certificate of insurance naming that person or organization as additional insured has City of Gilroy, its Officers, Officials, Employees and Special Agents 3. Additional Premium: INCLUDED (If no entry appears above, the information required to complete this endorsement will be shown in the Declara- tions as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule but only with respect to liability arising out of the ownership, maintenance or use of that part of the prem- ises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person or organization shown in the Schedule. CG 20 11 01 96 Copyright, Insurance Services Office, Inc., 1994 Page 1 of 1 ❑ 000055