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HomeMy WebLinkAboutArts Alliance - 2017 Lease AgreementSINGLE TENANT LEASE (Gilroy Arts Alliance Center for the Arts — Temporary Cultural and Performing Arts Center) THIS LEASE, for reference purposes only dated March 28, 2017, is entered into by and between THE CITY OF GILROY, a municipal corporation ( "Landlord "), and GILROY ARTS ALLIANCE CENTER FOR THE ARTS, a California non - profit corporation ( "Tenant"). 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 Salvation Army Building ( "Building "), the land on which the Building is located, and adjacent vacant properties, all located in Gilroy, California and more specifically described as follows: Site Address Assessor's Parcel No. 7341 Monterey (Building site) 7331 Monterey 7301 Monterey 67 W. 7th 57 W. 7th 7310 Eigleberry 7320 Eigleberry 7330 Eigleberry 7350 Eigleberry 7360 Eigleberry Eigleberry (no street address) 799 -08 -042 799 -08 -043 799 -08 -044 799 -08 -045 799 -08 -046 799 -08 -047 799 -08 -048 799 -08 -049 799 -08 -050 799 -08 -051 799 -08 -060 collectively referred to herein 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 commence on March 1, 2017 (the "Commencement Date ") and expire on December 31, 2021. 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 ninety (90) days' prior written notice, which notice shall set forth the effective date of termination. This Lease shall also be subject to termination as elsewhere provided in this Lease. "Lease Termination" shall mean the expiration or sooner termination of this Lease. -1- 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 May 1, 2017, Tenant may terminate this Lease by delivering written notice to Landlord prior to delivery of possession by Landlord. The expiration date of this Lease shall not be extended by such delay. 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 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 $1 per year, in exchange for services to be provided by Tenant, which services are more particularly described in Section 5 below. Such services shall be provided without charge to Landlord. All amounts which Tenant is required to pay under this Lease, 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 -2- 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. 5. CONDUCT OF BUSINESS BY TENANT. 5.1 Use of the Premises. Tenant shall use the Premises solely as a community based cultural and performing arts facility for meetings, art displays, small scale live artistic performances, art classes and seminars and the creation of a community garden, in furtherance of the promotion of multicultural art and overall health within the City of Gilroy community, and for no other purpose. Any use of the Premises for a community garden shall be limited to facilitating a community gardening program, recruiting and managing volunteers to work at the garden and teaching gardening classes and fundamentals to the community. Tenant may collaborate with any other public agency to provide such services, provided that Landlord is notified of such collaboration. Any additional programs and/or services shall be subject to approval or disapproval by the City of Gilroy City Administrator or his/her designee prior to implementation. Except for janitorial service providers, Landlord and Tenant shall be the sole key holders to the Premises with alarm access to the Premises. Tenant's activities shall be subject to the City of Gilroy's Facility Use Guidelines. In no event shall Tenant permit any art, performance or other activity on the Premises that would be determined under applicable laws to be legally obscene, or that would, if exhibited or occurring with respect to a commercial business or establishment, be subject to regulation under Chapter 2A of the City Gilroy Code (which regulates adult businesses), as such Chapter may be amended from time to time. Tenant's breach of any of its obligations pursuant to the prior sentence shall, at Landlord's election, constitute a non - curable default under this Lease, which in addition to all other rights and remedies available to Landlord by law, in equity or under this Lease, shall entitle Landlord to terminate this Lease by delivering to Tenant not less than ten (10) days prior written notice. -3- 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, including without limitation all copyright laws and licensing requirements, and any permits that may be required in connection with outdoor events. 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 for Maintenance and Repair. During the Term of this Lease or any extension thereof, Landlord shall not be responsible for the maintenance or repair of 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 for Maintenance and Repair. Tenant shall, during the Term or any extension thereof, 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, roof, roof drain system, interior and exterior painting, electrical and plumbing systems, heating, ventilating and air conditioning systems, other large -scale equipment, fire alarm and fire. sprinkler 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. Tenant shall properly maintain any community garden to ensure there are no overgrown weeds, regularly manicure the shrubbery, prevent and remove the accumulation of garbage, and prevent long standing piles of dirt and an overall appearance of an abandoned garden. The Premises shall be maintained by Tenant in an attractive, safe, and fully operative condition at all times during the Term. To maintain the facility equipment in good working order and to prevent breakdowns, the Tenant shall ensure the facilitation of regularly scheduled maintenance on all facility equipment which requires on -going servicing to maintain their good working condition. This shall include (at a minimum) bi- annual maintenance on the HVAC equipment, all required fire alarm and fire sprinkler equipment inspections and maintenance, and annual roof and roof drain maintenance. This aforementioned required maintenance must be performed by qualified contractors, and the I" documentation of such work provided to Landlord. Notwithstanding the above requirements, if, during the Term or any extension thereof, an incident occurs in which a "Major System" — defined exclusively as the HVAC system, fire alarm system, or fire sprinkler system — breaks down, and the Major System has been maintained properly by the Tenant, Tenant shall be responsible for the cost to repair or replace equipment in the Major System only up to $5,000 per incident. Landlord shall have the option to cover the cost to repair or replace the broken equipment in the Major System exceeding $5,000, or alternatively to terminate the lease pursuant to Paragraph 2.1. The election of either option by Landlord shall not constitute a default by Landlord hereunder. If multiple Major Systems concurrently break down, then the concurrent break downs shall be treated as one incident and costs to repair or replace the Major Systems shall be calculated cumulatively such that Tenant is responsible only for costs of repairs or replacement of broken equipment up to $5,000 per incident. 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 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, "Improvements ") to the Premises, including without limitation any exterior landscaping or outdoor facilities or improvements. Before commencing any Improvements, 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 Improvements, 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 non - responsibility as Landlord may deem necessary for the protection of Landlord and the Premises from mechanic's and materialman's liens. All Improvements 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 Improvements 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 Improvements installed by Tenant and restore the Premises to their condition that existed prior to the installation of the Improvements and in accordance with all applicable laws in effect as of the date of such repair. This paragraph shall survive the Lease Termination. Tenant shall be solely responsible for the maintenance and repair of any Improvements made by Tenant to the Premises. -5- 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) Worker'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 form 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 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 in 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. 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, property damage or copyright infringement, which arises out of or is in any way attributable to the use or occupancy of the Premises or any part thereof including any community gardens on the Premises 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. 8. 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 -7- from the insurer, less costs of recovery. This paragraph and Tenant's obligations hereunder shall survive Lease Termination. 8.2 Notice, Rent Abatement, Refixturina. 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) permit any person to succeed to any 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 and nurturing of the community's interest in community cultural and arts programs and performances and the benefit that the programs to be conducted at the Premises will bestow upon the citizens and community 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 either 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 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. In 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 genera_ 1 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. 12.2 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: -10- 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 (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 Part y. 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. -11- 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 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. -12- 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: Landlord Administrator Tenant: Gilroy Arts Alliance Center for the Arts 7341 Monterey St. 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 l 161) shall be delivered in the manner required or allowed by law. 18.5 Holdover. This Lease shall terminate without further notice at the expiration of the Term. Any holding over after Lease Termination with the consent of Landlord shall be construed to be a tenancy from month to month, but otherwise on the same terms and conditions set forth in this Lease. If Tenant remains in possession of the Premises after Lease Termination without Landlord's consent or fails to surrender the Premises in the condition required by Paragraph 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. -13- 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 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 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 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 -14- 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 ") 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 performed under this Lease, Landlord may, but shall not be obligated to and without waiving or releasing Tenant from any obligation of Tenant under this Lease, make such payment or perform such other act to the extent Landlord may deem desirable, and in connection therewith, pay expenses and employ counsel. All sums so paid by Landlord and all penalties, interest and costs in connection therewith shall -15- 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 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. THIS LEASE is effective as of the date the last signatory necessary to execute the Lease shall have executed this Lease. Dated: I "�� L 1 � , IM DCV I -16- TENANT: GILROY ARTS ALLIANCE CENTER FOR THE ARTS, a California non rofit corporation By: Al Its: 'W"g7Vt plamc Dated: A c y. !�T2! O I `7 -17- LANDLORD: CITY OF GILROY, a municipal corporation � � � �-= �-M APPROV D AS T i M: 1 City Attorney EXHIBIT "A" RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Gilroy 7351 Rosanna Street Gilroy, California 95020 Attn: City Clerk RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTIONS 6103 AND 27383. Assessor's Parcel Number (APN) 799 -08 -042; 799 -08 -043; 799 -08 -044; 799 -08 -045; 799 -08 -046; 799 -08 -047; 799 -08 -048; 799 -08- 049;799 -08- 050;799 -08 -051; and 799 -08 -060 SPACE ABOVE THIS LINE FOR RECORDER'S USE MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ( "Memorandum ") is entered into as of May 9, 2017, by and between the CITY OF GILROY, a municipal corporation ( "Landlord ") and GILROY ARTS ALLIANCE CENTER FOR THE ARTS, a California nonprofit corporation ( "Tenant "), with respect that certain Lease dated of even date herewith by and between Landlord and Tenant. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the building commonly known as the Old Salvation Army Building (`Building "), the land on which the Building is located, and adjacent vacant properties all located in Gilroy, California, commonly known by the following Site Addresses: Site Address 7341 Monterey (Building site) 7331 Monterey 7301 Monterey 67 W. 7th 57 W. 7th 7310 Eigleberry 7320 Eigleberry 7330 Eigleberry 7350 Eigleberry 7360 Eigleberry Eigleberry (no street address assigned) collectively referred to herein as the "Premises. ", all of which are more particularly described on Exhibit A attached hereto and made a part hereof, upon the terms and conditions of the Lease. The term of the Lease shall commence on March 1, 2017 and expire on December 31, 2021, subject to earlier termination as described in the Lease. -1- This Memorandum shall incorporate all of the provisions of the Lease as though fully set forth herein. This Memorandum is entered by the parties for purposes of recordation and shall not be deemed to modify, amend, alter, limit or otherwise change any of the provisions of the Lease. In the event of any conflict or ambiguity between the terms of this Memorandum and the terms of the Lease, the terms of the Lease shall prevail. IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Memorandum as of the date first set forth above. CITY OF GILROY, a municipal corporation Attest: By: By: Its: City Clerk Approved as to form: By: City Attorney GILROY ARTS ALLIANCE CENTER FOR THE ARTS, a. California nonprofit corporation LIM Its: -2- EXHIBIT "A" TO MEMORANDUM Page 1 Escrow No. 128771 -JW LEGAL DESCRIPTION EXHIBIT All that certain Real Property in the City of Gilroy, County of Santa Clara, State of California, described as follows: PARCEL ONE: Beginning at a point on the Westerly line of Monterey Street distant thereon 133.40 feet Northerly from the point of intersection of the Northerly line of Seventh Street with the Westerly line of Monterey Street; thence Northerly along said Westerly line of Monterey Street, 59.70 feet; thence Westerly 150.80 feet; thence Southerly 59.90 feet; thence Easterly 150.50 feet to the Point of Beginning, and being Lot 8, Block 1, South Range 1 West, as shown on Map No. 5 accompanying final report of referees in action of Henry Miller, et al, vs. Massey Thomas, et als, in the Superior Court of the State of California, in and for the County of Santa Clara. Excepting therefrom so much thereof as lies within that certain alley conveyed by Thomas Rea Company, a Corporation, et als, to City of Gilroy, A Municipal Corporation, by deed recorded August 2, 1912 in Book 388 of Deeds, page 381, Santa Clara County Records. PARCEL TWO: Lot 9, Block 1, South, Range 1 West, as shown upon Map No. 5 accompanying the report of the referees in the case of Henry Miller, et al, vs. Massey Thomas, et al, filed for record in the office of the County Clerk of the County of Santa Clara, State of California, and being more particularly described as: Beginning at a point on the Westerly line of Monterey Street, distant thereon 108.40 feet Northerly from its intersection.with the Northerly line of Seventh Street; thence Northerly along said Westerly line of Monterey Street 25 feet; thence Westerly along the Northerly line of said Lot 9, 150.50 feet; thence Southerly along the Westerly line of said Lot 9, 24 feet; thence Easterly along the Southerly line of said Lot 9 150.28 feet to the Point of Beginning. Excepting therefrom so much thereof as lies within the bounds of that certain alley, as said alley was conveyed by J. Clavera, et al, to the City of Gilroy, A Municipal Corporation, by deed recorded August 2, 1912 in Book 388 of Deeds, page 351, Records of Santa Clara County. PARCEL THREE: Lot 10, Block 1, South Range 1 West, as shown on Map No. 5 accompanying final report of-referees in action of Henry Miller, et al, vs. MasseyThomas, et al, in the Superior Court of the State of California, in and for the County of Santa Clara. Excepting therefrom so much thereof as lies within that certain alley conveyed by Thomas Rea Company, a Corporation, et al, to City of Gilroy, A Municipal Corporation, by Deed recorded August 2, 1912 in Book 388 of Deeds, page 381, Santa Clara County Records. PARCEL FOUR: Beginning at a point on the Westerly line of Monterey Street, distant thereon fifty -three and 90/100 feet Northerly from the point of intersection of the Westerly line of Monterey Street with the Northerly line of Seventh Street; thence running DEEDLEGL•0B /09194b% Page 2 Escrow No. 128771 -JW LEGAL DESCRIPTION EXHIBIT Northerly and along, the Westerly line of Monterey Street, twenty -nine and 80/100 (29.80) feet to the point of intersection thereof with the dividing line between Lots 10 and 11 in Block 1 of South Range 1 West of the City of Gilroy, as shown upon the Map hereinafter referred to; thence running Westerly and along the dividing line between said Lots 10 and 11, one hundred forty -one and 50/100 (141.50) feet to a point on the Easterly line of an alley twelve and 50/100 (12.50) feet wide; thence running Southerly and along the Easterly line of said alley, and parallel with the Westerly line of Monterey Street, twenty -nine and 80/100.(29.80) feet to a point on the Southerly line of said Lot 11; thence running Easterly and along the Southerly line of said Lot 11, one hundred forty -one and 50/100 (141.50) feet to the Point of Beginning, and being a portion of Lot it in Block 1 South Range l West of the City of Gilroy, as shown upon Map No. 5 accompanying the report of the commissioners in the partition suit of Henry Miller, et al, vs. Massey Thomas, et al, in the Superior Court of the State of California, in and for the County of Santa Clara. PARCEL FIVE: Beginning at a point on the Northerly line of Seventh Street, distant thereon one hundred nineteen and 10 /100 (119.10) feet Westerly from the point of intersection of the Northerly line of Seventh Street, with the Westerly line of Monterey Street; thence running Westerly and along the Northerly line of Seventh Street, twenty -two and 40/100 (22.40) feet to the point of intersection of the Northerly line of Seventh Street with the Easterly line of an alley twelve and 50/100 (12.50) feetwide; thence running Northerly and along the Easterly line of said alley and parallel with the Westerly line of Monterey Street, fifty -three and 50/100 (53.50) feet to a point on the Southerly line of Lot 11 in Block 1 South Range l West of the City of Gilroy, as shown upon the Map thereof hereinafter referred to; thence running Easterly and along the Southerly line of said Lot 11, twenty -two and 40/100 (22.40) feet to the Northwesterly corner of Lot 12 in said Block 1 South Range 1 West; thence running Southerly and along the Westerly line of said Lot 12, fifty -three and 50/100 (5.3.50) feet to the Point of Beginning, and being a portion of Lot 13 in Block 1 South Range 1 West of the City of Gilroy, according the Map No. 5 accompanying the report of the commissioners in the partition suit of Henry Miller, et al, vs. Massey Thomas, et al, in the Superior Court of the State of California, in and for the County of Santa Clara. DEEDLEGL.08 /09/94bk RECORDING REQUESTED BY ANDREW L. FABER, SBN 61072 LINDA A. CALLON, SBN 99450 LAURA PALAZZOLO, SBN 210954 WHEN RECORDED MAIL TO NAME ANDREW L. FABER, SBN 61072 LINDA A. CALLON, SBN 99450 MAILING BERLINER COHEN ADDRESS TEN ALMADEN BLVD . , STE . 1100 cITY, STATE SAN JOSE, CA ZIPCODE 95113 -2233 FINAL ORDER OF CONDEMNATION VC'rci DOCUMENT: 19675633 Pages: 12 Fees.... 40.00 Taxes... Copies. AMT PAID 40.00 REGINA ALCOMENDRAS RDE I# 007 SANTA CLARA COUNTY RECORDER 12/06/2007 Recorded at the request of 2 :52 PM Recording Service SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE TITLE(S) Su �Us LS -201 ( 1 r 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 UALA1737585.1 091207 - 04706080 IT IS HEREBY ORDERED: Fee simple title to the property consisting of all right, title, and interest in and appurtenant to the following: 7310, 7320, 7330, 7350, and 7360 Eigleberry Street and 7353 and 7355 Monterey Street, Gilroy, California; Assessor Parcel Nos. 799 -08 -047, 799 -08 -048, 799 -08 -049, 799 -08 -050, 799 -08 -051, 799 -08 -060, 799 -08 -039, and 799 -08 -040; as more particularly described in the legal descriptions at Exhibit "1" attached hereto (the "Property "), which descriptions are incorporated herein and by reference made a part hereof, is hereby condemned to and taken for a lawful public purpose. Upon recordation of a certified copy of this Final Order with the Santa Clara County Recorder, fee simple title to the Property shall vest in the CITY, its successors and assigns. IT IS HEREBY FURTHER ORDERED that real property taxes and assessments are cancelled as of November 1, 2006, the date upon which the CITY was entitled to take possession of the Property pursuant to the Order of Immediate Possession. DATED: OCTOBER, 2007 BY: lzh� M E OF THE SUPERIOR COURT KEVIN J. MURPHY THE FOREGOING INSTRUMENT IS A CORRECT COPY OF THE ORIGINAL ON FILE IN THIS OFFICE ATTEST: KIRI TORRE DEC - 6 2007 CWIEF EXECVTffE OFFICETUCLERK SUPERI C OF UNTYOFSANTACLAR.A IN F TN TY OF SANTACLARA BY DEPUTY VV'. VAIJOH44 FINAL OR.DER OF CONDEMNATION DESCRIPTION STTF 1.155 Monterey Street ESCROW; 943526 AP'; 199-08 -039 EXHDIT PACKET "A" A11 that certain peal nrntwrty in the City of Gilroy, County of SauLa Clcuci, State vt talxZuuaia, dcsc=ibcd ers follows: pnyri nn of Lot 6, is Bleak 1 6ouLk .-}�.. esuowu LLPOII tden No- 5 accompanying report of the eomsniecionera'in Henry Miller et al, Plaintiffs, vs- Harley Thomas et in the simerior Court of the Stdtt oL California, ,.iu cud for the County of sputa Clara, C&ec Number 5536, and more particularly durcribeo as tollows: Beginning at a point in the Wert line of Monterey Street, dirrant 295.90 feet tirrttlsP.rjy from the SoutbwcsL uvi.ur...c of MuuLnier -d 51Lt- I.Strects, slmaimg thence Northerly &long said 0cetcrly line Of Monterey Street, 20.09 =oat; thence at right &tales wPCr_erly 151 feet end parr of said libt ruing U=iivgh the center VL p"tijaon wall now on said deacribed.premiaca; thence Southerly and paxa11e1 vrith tha Rest line of mnnrarey ar.rrer, vu.uu feet; thence Easterly 151 f=t-to the Point of Beylurtiuq. Krrpnring from the aboYo dtzm;t1L-1 vioj;eiLy, -LL e westerly to feet thcrovf, 9C . GouvGycd to the City`of Cilroy, A Nuuioipal Corporation, by Deed re- mrded'AUgust 7, 1.417, in- volume 388 of Deeds, rt ?age 381. DESCRYPUON SITE: 7353 Monterey Street ESCROW: 943526 APNt 7YY -08 -040 EXHIBIT PACKET "A" All LhnL Cci -tain Acal Frobc.rty in the City of ailLvy, CQ�mty of sang. CTara , I State, of California, described as followO; Ccu mcncing at a pninr. aru Llit_Weatcrly line of Montersy Street, rlistanL 235.50 feet smEt -b icly from the point of intersection of said Westerly line of Mcmtercy OtreAt with tbm' Souilielly line of Sixth Ctrtot) thence running Southerly ixlc -y the westerly LLha,of Mgntony. ;treer 71 feet; thence at right auglea wavtcxly 141 teet r,; the Easterly liucs uC an' alley; then co Morthr:rIy along t_he Ea ctr_Cly line of said Alley 21 feat; Ana theur•P SaBtc..rly' 141 feet;. nu:,re or .lnae, to' tho point of hrgl nninQ; and bainy. a' portion of. Lot 6 in 3410c* 1 South rage 1 Rmst: in.6aid city of.ailro'y ; ae.'csid Lnr_ 6 is desigraatod on Map No. -S. riled wit.h.ayid° forming a p&rL of the report of the . ref arc." in the aetiou iu pastit:ion of llmry Miller et: al, s- Mau6e'y s'hemav, cL al, Cabe So. $536, in th? Er_tPPTior uaiirt of the 3Late of Callzorn.ia, in acid for the rnunty of Sautes Clara. DESCRIPTION SITE: 7310 Eiglcberry Street ESC'RO'W: 943S26 A_PN: 799 -08 -047 : 1 In 10 • • : iill that certaln Real •Pi,uycity in the City of Oilr•oy, Co=t)' of yanta Clara, Sl.uLc of Cdifornia, deoozibad as tollowc : ALL OF LOT 18, in BLOCK 1, Smith Range 7 Nest, CiLy of Giircry and more ppreicvlariy des�iitfeci as followe: REr-INN1rIG ar rhr_ 19orLLea5t .coLncr of EiS;UbarrY Street and 8evcnth -street. Ann LucjLI.Ag thence along tt.a Plat line of wigelbotry S *rPPt NorLLLerly 109 foot; tb nce $aarer]y 301.04 feet; Chesce Southerly 46.30 fcct.thenca Westerly 75 EcuL the=cc SoutbC -=17 61.70 toot to the North line of Sevtant -L Stscet axid thencm along laer. mentioned liale W¢atexly 77.24 feet to the Point et b cy i�w in9 . DESCRIPTION SITE: 7330 Eipleberry Street RSCROW: Y43516 APh: 799 -08 -049 EXHMIT PACK1;T 111111 A11 that cerr..ain Real Property in tha City of ailroy, County of Stnta ttgra, stare of California, darcrirpA aA fulluwr: All of Lot 16, in binrk 1 Sauth, rengc 1 "Iect;''iF 'st+nurn on Map No. 5 accompanying report nt the Commissioners in henry Millea at 41, rlaintifis vs. massey Tltvivas et al, Defendants, i.n the Superior Covrt of the state of California, in and for the County nf Sant-a Clara, Cate NWber 55 3n, and u,u_c particularly dperribed oa follows: Segiruling at a point on the xaster.ly liuG' of Eic it .rr'y Street, disLamt thereon 158 -90 tact 2ortherly LiLAu the iatcroection of said line ut EigelbcrZy Straer with rhe.lvorLLerly line of seventh Rr-reeL; thence Northerly along said liye of Eiglebesiy 6treot ')7.no rcet to the n dividing line .betwee Loth 15 and 16 in Plonk 1 Smith, Raagu 1 West, ac shown tVw..+n r.he May Lereinabove refarred ro; theuc:c Easterly along said livid uy line 140.90 feet to the Atvidiug lino botr.oaa Lots Ind 16 in said Block and Rangoi tbeno? Srnatlic&ly 'alonq the dividing line bclwz= Lois 7, 0. =d 16 in rain blue% and Raage, 7B.o0 ta4t to rhm dividing line between Lotc 19 acid 17 iu said Mock and P —%=Ue; rbnmce Hobtierly' along last rRrPrred tV dividiuI Line 149 -40 feet to the point of beginning. i SITE! 7360U-1eben- yStrect ESCROW: 943.526 APN: 799 -08 -051 6 199 —od46o DESCRIPTION EXHIBIT .PA. (.:K FT "B" nil tbat certain Rcal Property in the City of oilroy, County of Santa Clara, State of CGliforaio, deseti.bad ac follows: NLRCRL OWE-, Bcginning at i point in the v:aarrrly linr. of r:igPlhPrry street, wLlch point io the enmmnn coxuer of bote 14 a-nd 15 in Dlock 1 South, Rage 1 Woot of the City of- Dilroy,, ae the Dame ig ebow,4 on Map No_ 5 and its amendments aecouWanyi.ay Llie rwport oL ttie rA.tetees in the partition suit of Hccuy Miller at ml va. idanoey Tiiomae ct al, in the Superior Covrt of the County of Santa Clara, State of - California "d. running t.hanor.e Easterly and along the line divJLUiaq said iota 14 and 15, 198.40 fecL,- thence bT=thcrly and porallel with tho Easterly lino of Eigclbe --y sL-rest 59 -04 i ?ftt; theme wegterly.and Parallel with Lbu line dividing said Jots 14 and 15, 7.48.40 feet to the Easterly lint of Eigolberxy strvat; and tbenct Sbuthexly and along the Easterly lino of Eige.lbe-vry Strrwt 59.64 feet to the place. of beginning, aul Lc uy all of LvL- NO. 14 and a PArt of Lot No. 5, in Block 1 3"tb, Rangc 1 Weet of tha city of Gilroy, ac choum on szaid Map Nu. 5 and ita amendm ncr hPreinabwr uicLtluucu. Rxcaptizg tbeierrnm r.har- portion therrot corivcycd Lu Llie City of Gilroy by Dead vt M. Casey, et al to City of Cilroy, recorded in the Ott Lee at the ccnnty Recozfl9r of the L:ounty Of Rant--A f'lara, Star -P of CalifocLio iu Dook 380 of-Doedc, aL PmW= 301. PAXCZL TKO; Pmrut-1 cue as shoran, upon that certain PB=cel Hap filod for ronord July 20, 1981 in Boo)_ 575 of Mape, At. vx9er .si nnA Sz of Tanta Clara CouuLy.Rccerda. 3.1�N\/ GILRART -01 AMANDA ACOR ®" CERTIFICATE OF LIABILITY INSURANCE DATE (MM✓DDNYYY) 411312017 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 poliry(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 # 0504035 Pacific Diversified Insurance, Inc. 15006 Concord Circle, Suite 110 4084842 -2131 Morgan Hill, CA 95037 Ha°ME cT Amanda Link, CISR, CLCS PHONE Ext : (arc Y No AiR'6 alink@pdins.com 016-06219 -NPO 10/2412016 INSURERIS) AFFORDING COVERAGE NAIC tt INSURER A: NonprOflts' Ins Alliance of CA 11845 PREMISES (Ea occurrence) INSURED INSURER B MED EXP (Any one person) INSURER C: GEN'L X Gilroy Arts Alliance INSURER D: $ 1,000,000 7341 Monterey Street Gilroy, CA 96020 INSURER E: $ 2,000,000 INSURER F: $ 2,000,000 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 CONTRACTOR 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., RR LTR TYPE OF INSURANCE _- -_. INSDD WVD .POLICY NUMBER- MMIDDIYYYY ) POLICY EXP IMWDDfyyyyl LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR H,NOA X 016-06219 -NPO 10/2412016 10/2412017 EACKOCCURRENCE S 1,000,000 PREMISES (Ea occurrence) $ 500,000 X MED EXP (Any one person) $ . 20,000 GEN'L X PERSONAL & ADV INJURY $ 1,000,000 AGGREGATE LIMIT APPLIES PER: POLICY 7 PRO- JECT LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMWOP AGG $ 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED UNGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ UMBRELLA LIAB EXCESSLIAR OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEC) 11 1 RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS LIABILITY YIN ANY ,PROPRIETOR /PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory 'In NH) If yes, describe under DESCRIPTION OF OPERATIONS, below NIA STATUTE I I ER E.L. EACH ACCIDENT .., _ - - ,$ E.L. DISEASE - EA EMPLOY E. L. DISEASE - POLICY LIMIT I _$ DESCRIPTION OF OPERATIONS S/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is requlred) City of Gilroy, its officers, officials and employees are named as additional insureds on the General Liability Policy where required by written contract VCRS jr IVMic nvLucr% City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 SHOULD ANY OF THE ABOVE.DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 0 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 2016-06219 commERciALGiENERAL LIABILITY C , THIS ENbORSEMENT CHANGES THE, POLICY.. FLEASE. READ IT`CAREFULLY. A DDIT.101NAL. INSURIE16 - DESIGNATED PERSON OR OROMIZATION This endorsement modifies insurance prpy, ided under the g: COMMERCIAL GENERAL LIABILITY! . COVERAGE PART SCHEDULE Name Of" Itlo,nall Insured Person(s) Or Organization(s): City of Gilroy, its officers, officials, agents, employees and vounteers. Iri1am-iAtidn required ,to'complete this Sch6dulei. If not "shown above, "vv11I :b6.,sh0whinthe Declarations;. A. Section lll!-. Who ls An Insured is amended 16 include as an additional insured the perso (s) at .otganizaition(s) shown r the Schedule, with in, respect to liability for "bodily y injure dam property aW or "persona[ and , injury'' caused, . in.whole or in part, byyour acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your on 9 oing,operations; or 2. In connection with your premises owned by or rented to you. However! 1. The Insurance afforded , to such. additional insured only applies .to to the extent I permitted by law, and 2. if coverage provided to the additional insured is required by a contract or agreement,." Insurance afforded to such additional'insured will not be broaderthan that .which you-are require&by the contract or agreernent:6, provide, for such,additional insured.. B. With respect to, the.. insurance afforded to these additional . I insureds, . se , . the following is- added to: Section III — Limits Of: Insurance,; If covera insured: is 'ge,prpMqeot.o:the.a.dd,ito.nali,n. 1. required 'oy'6.-contract-or agreement, t; themostwe. will pay on'behattof.the.ad.dit I jowl Insured4s. the amount of insurance:` 1. Required by thecontract, or agreernent;: or 2. Availableuricter the appli,cab[6 Urnks of- Insurance shown In the Dedlaratons; whichever is less. This endorsement shall not increase the applicable Limb of insurance shown ilri..the Declarations, CG 20 26,64 -1 3: 0 Insurance $ery . ices,,office. Inc.. 2012 P . age I of 1. NMINONPROFITS INSURANCE. ALLIANCE OF CALIFORNIA A Head jorinsurance. A Heart for Nonprofits. POLICY NUMBER 2016 - 06219' THIS ENDORSEMENT CHANGES THE POLICY..PLEASE READ: IT CAREFULLY. :ADDITIONAL. INSURED PRIMARY AND NON - CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART A SECTION LI — WHO IS AN INSURED is amended to include; any public entity as an additional insured for wham you are performing operations when you and'such person or organization have agreed in a written contract or written agreement that:such public entity be added as an additional! nsured(s) on.your policy, but only with respect to liability: for "bodily injury", "property damage "'or "personal and advertising injury' caused, in whole or in. part, by 1. Your negligent acts or omissions; or, 2. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity is an additional insured for liability-arising out:.of the "products- completed' operations hazard". or for liabilityarising, out of the sole negligence ofthat publlc.entity. B. With: respect to the insurance afforded to these additional,insured(s), the following additional exclusions apply. . This insurance does, not apply. to "bodily injury" or °property damage" occurring after;` 1. All work, including materials, parts or equipment furnished in :connection with such work, on the protect (other than service, maintenance or-repairs) to be performed by or on behalf of`the additional . insured(s) at the Location of the covered operations has been completed; or 2. That portion of "your work" out of which'injury or damage arises.has been put.to its;intended use :by any person or organization other than another contractor: or subcontractor engaged in performing operations far a principal as a part -ofthe same project. C. The following is added to SECTION III — LIMITS OF INSURANCE: The limits, of insurance applicable to -the additional insureds) are those specified'in he written contract between you and the additional insured(s), or the limits - available under this,!policy; whichever are ..less. These limits are part:of and not in addition tothe limits of insurance under this policy. D. With respect to the 'insurance provided -toth.e additional insurred(s), Condition 4. Other Insurance of SECTION. — COMMERCIAL GENERAL. LIABILITY CONDITIONS Is replaced bythe following: 4. Other Insurance a. Primary insurance This insurance is primary if you have, agreed in a written contract or written agreement N AGE61 12 16 Page 1 of 2 (1) That this insurance be.. primary. If other insurance is also primary; 'we will share;with all that other insurance as described in c. below; or (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)' own insurance. Paragraphs (1) and (2) do. not apply to other insurance to which;the additional insured(s) has been added as an additional insured or to other insurance described in paragraph b. below b. Excess Insurance This insurance is excess over:. 1 Any of the other insurance, whetherprimary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation r Risk or similar coverage for "your work (b) That is fire, lightning, or explosion insurance for premises, rented to you or temporarily :occupied by you with ,permission of the owner; (c) That is insurance purchased by you to cover your liability as .a tenant for "property damage" to premises temporarily occupied by you with permission: of -the; owner or (d) if the loss arises out of the maintenance or use of aircraft;' "autos" or watercraft.tn;the.. extent not subJecl:16 Exclusion g. of SECTION I;,- COVERAGE A.— BODILY INJURY AND PROPERTY DAMAGE. (e) That is any other insurance available to an additional insureds) under this Endorsement covering liability for damages arising out of the premises or operations, or products . completed operations, for which the additional insured(s) has been added,as an: additional insured: by that other insurance. (1) When this insurance is.excess, we will have no: duty under Coverages a or B to defend the additional insured(s) against any "suit "' if any other insurer has a duty to defend the additional insureds) against that "suit ". If no other insurer defends, .we will undertake to. do so, but we will be entitled to the additional insured(s)' rights against;all those other insurers. (2) When this insurance is excess over other insurance; we>will- pay only our share of the amount Of the loss, if any, hat exceeds.th'e sum of.. (a) The total amount that all such other insurance would i ayfor the loss in the absence of this insurance; and (b) 'The total of all deductible and,self- insured amounts under all that other insurance:. (3) We::will share the;remaining loss, if.any; with any other°insurance that is not described in this Excess Insurance provision and was not bought specifically toapply in excess of the Limits of'Insurance shown in the: Declarations of this Coverage: Part: C. Methods.of;shartng If ail of the other insurance available to the additional insured(s) permits contribution by equal shares, we wiI follow this method also, Under this approach each insurer"contributes equal. amounts until it has paid its.applicabte limit of insurance or none of the loss remains, whichever" comes first. If'anyotherthe other, insurance availab,leto the additional. insureds) dpes,not permit contribution: by equal shares.; we will contribute by limits. Under this,method, each insurer's share is.based on. the ratio of its applicable limit of insurance to the total'applicabl,e limits. of insurance* all insurers:. NIAGE61 12 15 .,Page. :2 of 2 NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Head for Insurance. A Heart for Nonprofits. NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA (NIAC) www.insurancefomonprofits.org BUSINESS AUTO COVERAGE PART DECLARATIONS PRODUCER: Pacific Diversified Insurance Services, Inc. 15005 Concord Circle, Suite 110 Morgan Hill, CA 95037 -6417 Item One: NAME OF INSURED AND MAILING ADDRESS: Gilroy Arts Alliance 7341 Monterey St. Gilroy, CA 95020 POLICY NUMBER: 2016- 06219- NPO RENEWAL OF NUMBER: 2015- 06219 -NPO POLICY PERIOD: FROM 10124/2016 TO 10/24/2017 AT 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE BUSINESS DESCRIPTION: Community group to support the arts IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE COVERAGE AS STATED IN THIS POLICY. Item Two SCHEDULE OF COVERAGES AND COVERED AUTOS. This policy provides only those coverages where a charge is shown in the premium column below. Each of these coverages will apply only to those "autos" shown as covered "autos°. "Autos" are shown as covered "autos° for a particular coverage by the entry of onei or more of the symbols from the COVERED AUTOS Section of the Business Auto Coverage Form next to the name of the coverage. FORMS AND ENDORSEMENTS APPLICABLE TO THIS COVERAGE PART AND MADE PART OF THIS POLICY AT THE TIME OF ISSUANCE: CA 00 01 1013, CA 00 29 12 88, CA 0143 05 07, CA 20 54 1013. CA 20 55 10 13, CA 23 84 1013, CA 2385 1013, CA 99 23 1013, CA 99 33 1013, CA 99 3410 13, THESE DECLARATIONS AND THE COMMON POLICY DECLARATIONS, IF APPLICABLE, TOGETHER WRH THE COMMON POLICY CONDITIONS, COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. Notice: This risk pooling contract is issued by a pooling arrangement authorized by California Corporations Code Section 5005.1. The pooling arrangement Is not subject to all of the insurance laws of the State of California and is not subject to regulation by the Insurance Commissioner, Insurance guaranty funds are not available to pay claims in the event the risk tool becomes insolvent. COUNTERSIGNED: 09/23/2016 BY NIAC - AL -NPO (AUTHORIZED REPRESENTATIVE ffi1R351 COVERED AUTOS LIMIT COVERAGES ES'covr�DAALroS = a$�am THE MOST WE WILL PAY FOR ANY PREMIUM aus"isss Auto C -srage F° shows ONE ACCIDENT OR LOSS which eutw ere wwrea mtos. LIABILITY CSL N/A EXCLUDED N/A HIRED APTO 8 $1,000,000 CSL $50 NONOWNED AUTO 9 INCLUDED $200 AUTO MEDICAL PAYMENTS N/A EXCLUDED N/A UNINSURED MOTORIST EXCLUDED N/A UNINSURED MOTORIST -PO EXCLUDED N/A COMPREHENSIVE ;o° m"°"°" Adual �� COVERAGE 8 bfuGM1mwad aub cash value or aoon+bb..tlu:m e, Incl. s u,mms. emrtw aostofrepair T bba- whichever $500 COLLISION !less Inc]. 0D COVERAGE $ ninue $500 °,^ n� rNREE kYbF00tE0RtlR00 Haas. VOWING AND LABOR N/A SNrA for each disablemertt of a prtvate passenger "auto" N/A ESTIMATED TOTAL PREMIUM $250 FORMS AND ENDORSEMENTS APPLICABLE TO THIS COVERAGE PART AND MADE PART OF THIS POLICY AT THE TIME OF ISSUANCE: CA 00 01 1013, CA 00 29 12 88, CA 0143 05 07, CA 20 54 1013. CA 20 55 10 13, CA 23 84 1013, CA 2385 1013, CA 99 23 1013, CA 99 33 1013, CA 99 3410 13, THESE DECLARATIONS AND THE COMMON POLICY DECLARATIONS, IF APPLICABLE, TOGETHER WRH THE COMMON POLICY CONDITIONS, COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. Notice: This risk pooling contract is issued by a pooling arrangement authorized by California Corporations Code Section 5005.1. The pooling arrangement Is not subject to all of the insurance laws of the State of California and is not subject to regulation by the Insurance Commissioner, Insurance guaranty funds are not available to pay claims in the event the risk tool becomes insolvent. COUNTERSIGNED: 09/23/2016 BY NIAC - AL -NPO (AUTHORIZED REPRESENTATIVE ffi1R351 I CJI NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Head for Insurance. A Heart for Nonprofits. NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA (NIAC) BUSINESS AUTO COVERAGE FORM www.insurancefornonprofits.org POLICY NUMBER: 2016 -06219 - NPO SCHEDULE BA Page 1 NAME INSURED: Gilroy Arts Alliance Item Three: SCHEDULE OF COVERED AUTOS YOU OWN DESCRIPTION DEDUCTIBLES apply only if TOWING coverage is provided as & LABOR COVERED YEAR, MODEL, TRADE NAME, CLASS indicated below. AUTO BODYTYPE, SERIAL NUMBER(S) VIN TERR. CODE OTHER THAN Limit per NO. COLLISION COLLISION Disablement NO OWNED AUTOS N/A PREMIUMS: COVERAGE IS PROVIDED ONLY IF A PREMIUM CHARGE IS INDICATED. COVERED PHYSICAL DAMAGE TOWING ADDITIONAL INSURED/ LOSS PAYEE: AUTO NO. NON- OWNED HIRED MED UM/ LIABILITY PAY UIM COLL. COMP. AND LABOR Eacopt for towing, all physical damage lam is payable mawapp— atth.bm.YofI.. S.b.ifa,.n�mereat may appaar Sc ed,la A1. NO /H 200 Hired PD 50 Hired Physical Damage Deductibles: Comprehensive: $500 Collision: $500 Signature NIA (�- za 09/23/2016 Date zi ray Center, for the Art A' t r April 25, 2017 Maria DeLeon City of Gilroy . 7351 Rosanna Street Gilroy, CA 95020 Dear Maria: On behalf of the Gilroy Arts Alliance Board, i am confirming our organization does not have a direct hire employee. The Executive Director position, currently filled by Kevin Heath, is a contract staff (1099) position. By direction from Pacific Diversified, our insurance broker, our organization is not required to provide workers comp coverage for this position or for our volr.rnteers. if you have any other questions, please feel free to contact me at 408- 406 -5448. Thank you. Sincerely, Alan Obata Vice President, Gili'OV Arts Alliancel Gilroy Center for the arts e�Jiren/ ilyts.Aii:.r,..U., ln. o•i1.'�r' ";� I Afqirrei'ey Strr,r frhy, CA 91i(9'e' 444 8 42Wb '.) Li C ^14'A r NA