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Stick & Move Amateur Boxing Club - 2015 Agreement
L3 a, SINGLE TENANT LEASE (Gilroy Boxing Gym) THIS LEASE, for reference purposes only dated August 15, 2015, is entered into by and between THE CITY OF GILROY, a municipal corporation ( "Landlord "), and STICK & MOVE AMATEUR BOXING CLUB, a California non -profit corporation ('Tenant "). 1. PREMISES. I.I. 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 boxing gym ( "Building "), the land on which the Building is located, in Gilroy, California and more specifically described as follows: 7400 Railroad Street Gilroy, California 95020 APN: 841 -06 -025 (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 for a term of five (5) years and shall commence on October : qq , 2015 (the "Commencement Date "), and expire on October 31st, 2020. Notwithstanding the foregoing, either party shall have the right to terminate the Lease prior to its natural expiration by giving the other party not less than sixty (60) days prior written notice, which notice will set forth the effective date of Termination. At the Landlord's sole and absolute discretion, the Term of this Lease may be extended an additional twelve (12) months. 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 not delivered possession of the Premises to Tenant by October 31st, 2015, Tenant may terminate this Lease by delivering written notice to Landlord prior to delivery of possession by Landlord. 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, officers, officials, employees or other representatives makes any \KKS \1027150.2 111511 - 04706053 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 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 ordemand. 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 truces 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 true, 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 \KKS11027150.2 111511 - 04706053 2 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. 5. CONDUCT OF BUSINESS BY TENANT. 5.1. Use of the Premises. Tenant shall use the Premises solely for a youth boxing program consistent with the Gilroy City and Zoning Codes and for no other purpose whatsoever. Except for janitorial service providers, Landlord and Tenant shall be the sole key holders to the Premises and (if so equipped) 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. 5.3. Safety Requirements. 5.3.1. Given that the intended use of the building is for a recreational youth boxing program, Tenant shall ensure and certify (at their sole expense) that all employees, officials, volunteers, or agents have successfully passed a background check, to include a criminal records check, that is required by and consistent with the provisions of state law. Tenant shall further certify that each employee, official, volunteer, or agent and has no criminal or other violations that would be inconsistent with that individual's provision of services to youth through Tenant's youth recreational boxing.program; and 5.3.2. Tennant shall, at their sole expense, install and maintain a landline phone service at the Premises for the duration of the Tern,, for use in case of emergency. 5.3.3. Tenant's failure to meet the requirements of this Section 5 shall constitute a material breach of this Lease. \KKS \1027150.2 11111- 04706053 3 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. 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 suchrepair. 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, permit 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 \KKS \1027150.2111511 - 04706083 4 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 Termination.. 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. Tenants Insurance. Tenant shall at all times during the Term, at Tenant's sole cost and expense, maintain in effect the following insurance:. (i) Workers' compensation insurance in not less than the minimum amounts required by law. Since the Tenant is a non -profit and (at the time of the Commencement Date) has no employees, workers' compensation insurance is not required. However, if the Tenant (during the period covered the Term) hires any employee, workers' compensation insurance would be required; and (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 form then available, for the mutual benefit of Landlord and Tenant, against any and all claims and liabilities arising out of the ownership, use (youth recreational boxing program), 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 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 Fifty Thousand Dollars ($50,000); 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. At the time of the Commencement Date, the Tenant represented that there were no vehicles associated with the use /Lease, so the business automobile liability insurance requirement does not apply. However, should the Tenant utilize any vehicle related to the use/Lease (during the period covered by the Term), business automobile liability would be required. 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 0 \KKS\1027150.2 111511- 04706053 5 for the issuance of such type of insurance coverage, and having an AM Best financial strength rating of 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 ensuring 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 officers, officials, agents, and employees as additional insureds. All policies shall provide coverage on an occurrence basis and not on a claims made basis and shall include a specific endorsement naming the Landlord and its officers, officials, agents, and employees as additional insured. 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, officials, officers 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. 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. \KKS \1021150.2 111511- 04706053 6 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. RefixturinQ. 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 thePremises to be sublet, occupied or used by anyone other than Tenant or (iii) permit any person to succeed to an 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 a youth sports program for the 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 \KKS \1027150.2 111511- 04706083 7 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 make 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 terminate 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 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. 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 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 ataking. 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 or that is required 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. \KKS \1027150.2 111511- 04706053 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. 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 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. 12.1.6. The failure by Tenant to observe or• meet the specific requirements of Section 5 of this Lease. 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 \KKS \1027150.2 111511 - 04706053 9 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 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 (M). 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 (3 0) 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. \KKS \1027150,2 111 11- 04706053 10 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, all applicable laws and permit requirements. During the term of this Lease, Tenant may erect a sign on the 6th Street building frontage designating the building as "Tom Carr Boxing Center." Such sign shall, in all respects, adhere to the provisions of this Lease regarding signage and conform to the city's zoning code pertaining to signs. 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 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 fifth (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 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 \KKS \1027150.2 111511 - 04706053 11 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. 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: Facilities Superintendent Tenant: If mailed: Stick & Move Amateur Boxing Club Attention: Rick Mello 7330 Orchard Drive Gilroy, CA 95020 If personally delivered: Stick & Move Amateur Boxing Club Attention: Rick Mello 7330 Orchard Drive \KKS \1027150.2 111511- 04706083 12 Gilroy, CA 95020 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 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 written 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 written 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 Termination. 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, officials, officers 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 Termination. 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 \KKS \1027150.2 111511- 04706053 13 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 sery ices 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 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 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 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's 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 \KKS\1027150.2 111511 - 04706083 14 r , 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 performed under this Lease, Landlord may, but shall not be obligated to and without waiving or releasing Tenant from any obligation of Tenant under Us 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 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 otherparty. 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. \KKS\1027150.2 111511- 04706083 15 THIS LEASE is effective as of the date the last signatory necessary to execute this Lease shall have executed this Lease. TENANT: Stick & Move Amateur Boxing Club a California Non - Profit ation - c Dated: 1 "e- 2 1,5 By: c Mello Dated:c Its: C o a LANDLORD: City of Gilroy a municipal corporation By: APPROVED AS TO FORM: City Attorney \KKS \10271501 111511 - 04706053 16 EXHIBIT A PREMISES DESCRIPTION The real property, located at 7400 Railroad Street, in the.City of Gilroy, California, at the north east corner of Railroad Street and Sixth Street, with a building of approximately 1650 square feet, with exception of the parking lot. This property is on the southern portion of Assessor's Parcel Number: 841 -06 -025, and approximately 137 feet long by 60 feet wide, shown in grey below. This area is in the process of being fenced in, with post holes already dug allong the fence line. - MARTIN .1 E. 2D/7t/74I.rs — 51 8.1N.R.2E. FM_.810 –My 22 — V1 Q 0 Q EXHIBIT A \KKS \1027150.2 111511- 04706053 17 137-W Y aJ t K t1 J CC 15 63 799 7 _ tJ 5 3 O - • 6'.. - ` -IFS, ; I_RO.. X116 I - I ° -- - E. SIXTH - - — 51 8.1N.R.2E. FM_.810 –My 22 — V1 Q 0 Q EXHIBIT A \KKS \1027150.2 111511- 04706053 17 137-W Y aJ t K t1 J CC STICK -2 OP ID: BA ACCiRQn CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYY1) 09/09/2015 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(les) must be endorsed. if SUBROGATION IS WAIVED, subject to the teens and conditions of the poficy, 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 Phone: 408 -842 -21.31 Attn: Diversified Insurance Fax: 408 - 842 -0867 Attn: Accounting Department CONTACT NAME: Brooke Alarcon, CISR. WC. No E : 408-042 -2131 WC, N, : 408 - 842 -0867 ADORE s: balarcohlaodins.com 9015 Murray Avenue 0110 Gilroy, CA 95020 Pacific Diversified Insurance INSURER(S) AFFORDING COVERAGE NAIC a INSURERA: Penn Star Insurance Co. $ 1.,000,00 A INSURED Stick -N -Move Amatuer Boxing Club 7400 Railroad Street INSURER B: INSURER C: 08/31/2015 INSURER D: DAMAGE' Ea ocdurtence Gilroy, CA 95020 -INSURER E : $ 5,00 PERSONAL & ADV INJURY INSURER F: ' 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. LTR TYPE OF INSURANCE POLICY NUMBER MID MMID LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1.,000,00 A X COMMERCIAL GENERAL LIABILITY CLAIMS-MADE I OCCUR X CPV0006176 08/31/2015 08/31/2016 DAMAGE' Ea ocdurtence $ 50,00 MED EXP (Any one.person) $ 5,00 PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG $ 2,000,00 X POLICY PRa LOC $ AUTOMOBILE LIABILITY COMBINED tSINGLE LIMIT $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED . AIJTOS AUTOS BODILY INJURY (Per. accident) $ NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE (Per accident $ $ UMBRELLA.LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE. $ AGGREGATE $ EXCESS LIAR DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED?7 NIA - WC STATU- 0TH- TORY LIMI S ER .E.L.EACHACCIDENi $ E.L. DISEASE — EA EMPLOYEE $ (Mandatory In NH) IVes, describe under SCRIPTION:OF, OPERATIONS . below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS ILOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) 7400 Railroad St_, Gilroy, CA 95020 City of Gilroy, its officers, officials, and employees are hereby named as additional insureds in regards to the General Liability Policy where required by written contract._ City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WALL BE DELIVERED IN ACCORDANCE NTH THE POLICY PROVISIONS. ©1986 -2010 ACORD CORPORATION.. Al I riahts reserved ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CPV0006176 COMMERCIAL GENERAL LIABILITY CG 2011 0413 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 Designation Of Premises (Part Leased To You): 7400 Railroad Street Gilroy, CA 95020 Name Of Person(s) Or Organization(s) (Additional Insured): City of Gilroy, its officers, officials, and employees 7351 Rosanna Street Gilroy, CA 95020 Information required to complete this Schedule; if not shown above, will be shown in the Declarations. A. Section II Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but,only with respect to liability arising out of the ownership, maintenance or use of that part of the premises 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(s) or organization(s) shown in the Schedule. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 2011 0413 0 Insurance Services Office, Inc., 2012 Page 1 of 1