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HomeMy WebLinkAboutAUTOZONE WEST LLC (FREESTANDING BUILDING LEASE)-2015A-2015-079A AutoZone #5538 FREESTANDING 8WILUNG LEASE THIS FREESTANDING SULDING LEASE (the "Lease ") is made as of April 21, 2015, by and between The City of Santa Ana, a Municipall Corporation ("Landlord"), and AutoZone West LLC, a Nevada limited HabIlity company ( "Tenant "). ACCEPTANCE I EFFECTIVE DATE, If this Lease is not accepted by Landlord by Landlord's duly executing three (3) fully-executed originals of this Lease, and returned to Tenant on or before April 25, 2015, then this written offer to Lease shall be, at the sole option of Tenant, terminated and cancelled in all respects, and neither party shall have any liability to the other. This Lease shall be deemed fully executed on the last date all necessary signatures and/or initials of all parties have been obtained. The submission of this Lease for examination does not constitute a reservation or option for the Demised Premises and this Lease becomes effective as a binding agreement only upon Tenant's receipt of a Lease fully executed by all parties hereto. 2. EXHIBITS: The following exhibits are attached hereto and incorporated herein by reference Exhibit "A" - Legal Description Exhlbft "B" - Site Plan Exhibit "C" - Short Form Lease 3. DEMISED PREMISES: Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon the terms, covenants and agreements and subject to the conditions set forth herein, that certain premises located on the SEC of Bristol and McFadden, in the City Santa Ana, State of California, consisting of approximately 3,744 square feet of building space and approximately 24,650 square feet of land located in the City of Santa Ana, County of Orange, State of California, being municipally known as 1101 S. Bristol Street, Santa Ana, California., and more particularly described in Exhibit "A" and shown outlined on Exhibit "B", together with all improvements now existing (including, without limitation, the building located thereon containing approximately 3,744 square feet of ground floor space) or hereafter erected thereon and all rights, appurtenances, rights, privileges, benefits, rights of way and easements benefiting the Demised Premises thereunto belonging (collectively, the "Demised Premises"). 5538 Freestanding Building Lease 04212015 1 4. COMMENCEMENT OF TERM: The term of this Lease (the "Term ") shall be for a period of five (5) years, which shall commence on May 1, 2015 (the "Commencement Date ") and end on April 30, 2020, unless sooner terminated or extended as provided herein. 5. EXTENSION P'IERII®DS: Landlord hereby grants to Tenant three (3) separate options to extend the Term for three (3) separate consecutive additional periods (the "Extension Periods ") of five (5) years each on the same terms and conditions as set forth in this Lease for the Term other than Rent (as defined herein). Each option shall be automatically exercised by Tenant unless Tenant shall give notice to Landlord at least three (3) months prior to the expiration of the Term or any Extension Period then in effect of Tenant's desire to terminate this Lease, and upon such automatic renewal, the Extension Period shall become part of the Term. 6. RENT: (a) Tenant shall pay to Landlord, as rent ( "Rent "), throughout the Term the monthly sum of Eleven Thousand Dollars ($11,000.00) ($132,000.00 annualized) in advance, on the first day of each calendar month, beginning on the Commencement Date and continuing through the life of the initial Term. All payments of Rent and other sums due to Landlord hereunder shall paid to the order of Landlord or to such other person or entity or at such other place within the continental Unified States as shall be designated by Landlord. Landlord shall also accurately complete, sign and deliver to Tenant an IRS Form W -9. Landlord and Tenant hereby agree that Rent for any Extension Period, if the option for such is exercised by Tenant, shall be as follows: First 5 year Extension Period: Second 5 year Extension Period: Third 5 year Extension Period: 7. LANDLORD'S TMLE: $12,100.00 per month ($145,200.00 annualized) $13,310.00 per month ($159,720.00 annualized) $14,641.00 per month ($175,692.00 annualized) (a) Landlord hereby covenants, represents and warrants to Tenant that Landlord has fee simple title to the Demised Premises and has the full right and lawful authority to make this Lease. Notwithstanding anything contained herein to the contrary, if there are any liens, security interests, restrictions, leases, encumbrances, encroachments, laws, ordinances, governmental rules or regulations, title restrictions, zoning, endangered species or any other matters which in fact interfere with Tenant's use of the Demised Premises, then Tenant may terminate this Lease without owing any liability to Landlord. Landlord covenants that so long as Tenant is not in monetary default hereunder, Tenant shall have quiet and peaceful possession 5538 Freestanding Building Lease 04212015 2 and enjoyment of the Demised Premises, the Parking Area (as defined herein), all improvements located thereon and of all easements, rights and appurtenances thereunto belonging. (b) Landlord and Tenant shall execute a short form lease (the "Short Form Lease "), in such form as set forth in Exhibit °C ". a. INTENTIONALLY OMiTTED 9. P®SSESSi)ON UPON COMMENCEMENT OF TERM: Upon the Commencement Date, the covenants of Landlord set forth in Section 7(a) shall be in full, force and effect. 9.1 DeiiyeEy Of Possession Upon Termination Or ExRiration Of Term: Tenant agrees to deliver- to Landlord physical possession of the Demised Premises upon the termination or expiration of this Lease in good condition excepting, however, ordinary wear and tear, damage by fire or any other casualty, or damage from any other cause unless such other cause is solely attributable to the gross negligence of Tenant. 10, ASSIIGNMENT AND SUBLETTIING: Except for assignments or sublets to parents, affiliates or subsidiaries of Tenant (all of the foregoing shall be deemed a permitted assignment or sublease and shall not require the consent of Landlord), Tenant may not assign this Lease or sublet the Demised Premises or any part thereof without the prior written consent of Landlord, such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Tenant may assign or sublet this Lease without the consent of Landlord if such assignment or subletting is to facilitate the sale by Tenant of all or a portion of Tenant's chain of stores, or if such assignment or subletting is allowed by the preceding sentence or for the continued use of the Demised Premises as an auto parts store. Notwithstanding any subletting or assignment, Tenant shall remain primarily liable for the performance of all the terms and conditions of this Lease. 11, INTENTIONALLY OMITTED 12. iNTENTI®NALLY OMITTED 5538 Freestanding Building Lease 04212015 3 13. TENANT'S REPAIRS, ALTERATIONS AND NXTURES: Except for reasonable wear and tear, Tenant agrees at Tenant's expense to maintain in good repair the foundation, retaining walls and structural soundness of the building. Tenant agrees to keep the interior and exterior of the building in good repair, including the roof, plumbing, electrical wiring, air conditioning and heating equipment, to maintain the surface of the parking, driveway areas, and the landscaping on the Demised Premises, and to be responsible for all glass. Subject to any contrary provisions hereof, Tenant may make and shall pay for any renovations, alterations and improvements to the Demised Premises (and the building located thereon) as Tenant deems desirable and Tenant agrees that all such alterations and improvements shall be made in a good and workmanlike manner and in such fashion as not to diminish the value of the building, and that no such alterations shall compromise the structural integrity of the Demised Premises. All improvements, additions, alterations, and major repairs shall be in accordance with applicable laws and at Tenant's own expense. Tenant will indemnify and defend Landlord for all liens, claims, or damages caused by remodeling, improvements, additions, alterations, and major repairs. Landlord agrees, when requested by Tenant, to execute and deliver any applications, consents, or other instruments required to permit tenant to do this work or obtain permits for the work. However, is shall be Tenant's duty to keep the Demised Premises free and clear of all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Demised Premises at the request of Tenant. On surrendering possession of the Demised Premises and the building located thereon to Landlord at the expiration or sooner termination of this Lease or any Extension Period, Tenant shall not be required to restore the same to the condition existing at the commencement of the Term and Landlord agrees to accept the Demised Premises and the building located thereon with all alterations and improvements made by Tenant. (b) Tenant may paint the interior and exterior of the building and may also paint, erect or authorize the installation of signs in accordance with applicable laws (which Tenant deems necessary to the operation of its business) on the interior and exterior of the building, and inside of the Demised Premises identifying same as Tenant's store. If approved by applicable law, ! enant may also erect a pylon sign at the adjacent street or streets on the Demised Premises at its expense. Tenant may at any time or from time to time remove such signs or change them to reflect new designs. Tenant may use its standard colors and logo in all signage. Landlord shall not and may not install or maintain, or permit anyone other than Tenant to install or maintain, any signs on any part of the Demised Premises or within the air space above the Demised Premises during the Term or any Extension Period of this Lease. 5538 Freestanding Building Lease 04212015 4 (c) Tenant may install in the building located on the Demised Premises such fixtures (trade or otherwise) and equipment as Tenant deems necessary, advisable or proper, and all of said items shall remain Tenant's property whether or not affixed or attached thereto. Tenant may remove said fixtures and equipment from the Demised Premises at any time and from time to time during the Term or any Extension Period. Landlord shall not mortgage, pledge or encumber said fixtures, equipment or improvements. Tenant shall, within thirty (30) days after expiration of the Term or any Extension Period, repair any damage to the Demised Premises caused by Tenant's removal of any such fixtures or equipment. 14. COMPLIANCE WITH LAWS: Subject to Landlord's obligations hereunder, Tenant shall make and pay for non - structural improvements and alterations to comply with all applicable laws, rules, regulations and ordinances of any and all applicable governmental entities (the "Governmental Laws ") applying to the physical condition of the Demised Premises and the building located thereon and arising from Tenant's conduct of business. TENANT ACKNOWLEDGES THAT THE PREMISES HAS NOT UNDERGONE AN INSPECTION BY A CERTIFIED ACCESS SPECIALIST (GASP). NO REPRESENTATION IS MADE BY LANDLORD AS TO THE PREMISES COMPLIANCE WITH AMERICAN WITH DISABILITY ACT (ADA) RULES OR GUIDELINES OR ACCESSIBILITY PROVISIONS OF THE CALIFORNIA BUILDING CODE. 15. UTILITBES: Tenant agrees to pay for all utilities furnished to the Demised Premises and which are consumed by Tenant, during the Term and any Extension Period. 16. ESTOPPEL CERTBPOCATES. Landlord and Tenant shall, from time to time upon thirty (30) days' request by the other (but not to exceed more than three (3) times in any given calendar year), execute, acknowledge and deliver a statement, dated currently, certifying that this Lease is unmodified and in full, force and effect (or, if there have been modifications, that this Lease is in full effect as modified, and identifying such modifications) and the dates to which the Rent and Additional Rent have been paid, and that no default exists in the observance of this Lease and no event of default has occurred and is continuing, or specifying each such default or event of default of which Landlord or Tenant may have knowledge, it being intended that any such statement may be relied upon by Landlord's or Tenants Mortgagees, any prospective purchaser of the interest of Landlord or Tenant in their respective premises described herein or any assignee or sublessee of Tenant. 6538 Freestanding Building Lease 04212015 5 17. LIABILITY INSURANCE: (a) Throughout the Term or any Extension Period, Tenant shall maintain commercial general liability insurance for injury to person (including death) or damage to property occurring within the building arising out of the use and occupancy thereof by Tenant, its licensees, employees, invitees, agents and customers. Such insurance shall be with minimum single limits of Two Million Dollars ($2,000,000.00) for personal injury, death or property damage, and Landlord shall be named as additional insured under the policy. Said insurance may be in the form of a general coverage or floater policy covering these and other premises, provided that Landlord is named an additional insured in said policy. After the Commencement Date, and thereafter upon written request of Landlord, Tenant shall deliver to Landlord a certificate of such insurance naming Landlord as an additional insured. 18. DAMAGE BY CASUALTY: (a) If the building or other improvements on the Demised Premises is damaged or destroyed by fire, the elements, subsidence of sublateral or subjacent support or other casualty, Tenant shall (i) within ninety (90) days begin repairs and (ii) restore the damaged or destroyed improvements to its condition just prior to the damage, within one hundred eighty (180) days, or Tenant may cancel and terminate this Lease. If this Lease is cancelled and terminated as provided in this Section 18(a), Tenant shall reimburse Landlord for all abated rental payments under Subsection (b) below and Tenant agrees to turn over to Landlord all applicable insurance proceeds received as compensation for damages to the Demised Premises to the extern of the actual cost of restoration. (b) If Tenant is not actually open for business during all or any part of the period ( "Restoration Period ") from the date of such damage or destruction as aforesaid until the date the Demised Premises is restored in accordance with the terms of this Lease, all Rent or other sums payable hereunder shall abate for such period as Tenant is not open for business. If Tenant is open for business during the Restoration Period, the Rent and other sums payable hereunder shall abate in proportion to the usable space; provided, however; that if Tenant does not proceed diligently with restoration of the Demised Premises, all Rent and other sums payable hereunder shall not abate. (c) Tenant agrees to keep in effect on the Demised Premises and to provide Tenant proof of fire insurance with extended coverage endorsement on the improvements to the Demised Premises of the full replacement value of the buildings and improvements thereon. 5538 Freestanding Building Lease 04212015 6 (d) If any such damage or destruction shall occur within the last two (2) years of the Term, or any Extension Period, affecting more than fifty percent (50 %) of the replacement value of the improvements located on the Demised Premises, Tenant may terminate this Lease without owing any liability to the Landlord by notice to the Landlord within sixty (60) days after the date of such damage or destruction, in which case Tenant agrees to turn over to Landlord all applicable insurance proceeds received as compensation for damages to the Demised Premises to the extent of actual cost of restoration. If this Lease is terminated as provided in this Section, both parties shall be relieved of any further liabilities hereunder except for obligations accrued at the date of such damage or destruction, and any sums prepaid by Tenant shall be apportioned and appropriately refunded to Tenant. 19. WANER OF SUBROGATBON AND HOLD HARMLESS: Landlord and Tenant shall obtain from their respective insurers endorsements whereby the insurers agree to waive any right of subrogation against Landlord or Tenant, as the case may be, in connection with fire or other risks or casualties covered by said insurance. Landlord agrees that it shall make no claim nor authorize any claim to be made against Tenant, its employees, servants or agents in connection with or as a result of fire, explosion or any other casualty damaging the improvements on the Demised Premises. Tenant agrees that it shall make no claim nor authorize any claim to be made against Landlord, its employees, servants or agents in connection with or as a result of fire, explosion, or other casualty damaging the contents or fixtures installed in the building on the Demised Premises. 20. EMINENT DOMA6N: (a) If (i) all or part of the Demised Premises, the building located thereon, or (ii) so much of any rights in the Demised Premises or the building located thereon shall be taken or appropriated under any right of eminent domain or under any other legal right whereby the taking authority is obligated to compensate Landlord therefor so that there does not remain (a) Parking Area as shown on ExNbit "B" or other common areas or easements granted to Tenant hereunder, (b) premises suitable in the sole opinion of Tenant for the operation of its business, (c) direct access at grade level to all abutting streets, or (d) such taking involves a taking of the building on the Demised Premises, then Tenant may terminate and cancel this Lease without owing any liability to Landlord as of the date on which the condemning authority takes physical possession upon giving to Landlord written notice of such election. Landlord agrees immediately within ten (10) days after any notice of intended or actual taking or appropriation to give Tenant written notice thereof, providing to Tenant full details of 5538 Freestanding Building Lease 04212095 7 such taking or appropriation, including, without limitation copies of all condemnation plans or surveys submitted by the condemning authority, a statement of the nature of the project to be conducted by the condemning authority, and such other information as might be necessary to enable Tenant to determine its future course of conduct. (b) If this Lease shall be terminated and canceled as a result of any taking or appropriation, Tenant shall be released from any further liability and Rent and other sums for the last month of Tenant's occupancy shall be prorated and Landlord shall immediately refund to Tenant any sums paid in advance. (c) Tenant reserves unto itself the right to prosecute Tenant's claim for an award for damages for the termination of this Lease caused by such appropriation or taking, together with damages based on the value of Tenant's improvements and Tenant's fixtures and other personal property erected or installed on the Demised Premises and damages Tenant may sustain to the interest in the business operated by Tenant on the Demised Premises, including, but not limited to, goodwill, patronage, and the removal, relocation, and replacement costs and expenses caused by such appropriation or taking, and Tenant may file such claims as are permitted by law for the Ipss of its leasehold interest, business dislocation damages, moving expense, or other damages caused by such taking or appropriation. Tenant's right to receive compensation or damages for its fixtures or its personal property shall not be affected in any manner by this Lease. (d) If this Lease is not terminated and canceled because of any such taking or appropriation, Tenant shall within ninety (90) days begin to restore the improvements 'to the Demised Premises to a condition as nearly comparable as practicable to the condition existing just before such taking or appropriation. Restoration shall be completed within one hundred eighty (180) days. If Tenant is not actually open for business during all or any paid of the period from the date of such taking or appropriation until the date the Demised Premises is restored in accordance with the terms of this Lease ( "Rebuilding Period, "), all Rent or other sums payable hereunder shall abate for such period as Tenant is not open for business. If Tenant is actually open for business during the Rebuilding Period, Rent and Additional Rent shall abate proportionately for the usable area. After such restoration, Rent and Additional Rent shall be reduced in the ratio that the total floor area of the building on the Demised Premises taken or appropriated bears to the total floor area of the building on the Demised Premises before such taking or appropriation. 21. INTE NTlIONALLY OMITTED 5638 Freestanding Building Lease 04212015 $ 22. iNTENTIONALLYOMiTfED 23. ULIN e Tenant shall promptly remove and discharge, at its cost and expense, all mechanic's liens, or other liens, for labor performed or materials furnished with respect to the Demised Premises by or for Tenant. 24. PARKING AREA: (a) All those portions of the Demised Premises shown on ExNblt °°B°° which are not presently occupied by buildings and any enlargement thereof shall be reserved for the exclusive use by Tenant and Tenant's agents, employees, customers and invitees for parking and access to the public streets and highways as shown on Exhibit °°E°° (the "Parking Area "), Tenant agrees at its own expense to maintain throughout the Term the Parking Area located on the Demised Premises. (b) Throughout the Term and any Extension Period, the Parking Area shall be as shown on ExhlbOt °°B°° If at any time during the Term, such Parking Area shall be reduced below the total area above set forth by reason of a taking or appropriation under any power of eminent domain or by damage or destruction, and if Tenant does not terminate this Lease as permitted in Section 20, then Rent and Additional Rent shall abate in the same proportion as the reduction of the Parking Area so taken bears to the total Parking Area set forth above. 25. INTENTIONALLY OMITTED 20. TRANSFER OF TIFLEe If there shall be any change in or transfer of title in or to the Demised Premises or any part thereof, Tenant shall continue to make all payments to Landlord, without owing any liability to any other party whatsoever, unless notified in writing by Landlord of such change in title which shall accompany satisfactory proof and given at least ten (10) days before the next such payment is due. Thereafter, Tenant shall submit such payment to the party properly entitled to receive it, without owing any liability to any other party. Landlord agrees to deliver to Tenant an agreement signed by any party or parties who may purchase or succeed to all or any part of Landlord's interest in the Demised Premises, which agreement shall formally recognize the obligations of such party or parties as purchasers from and successors to Landlord and the assumption by such party or parties of all of Landlord's obligations, responsibilities and duties hereunder. 5538 Freestanding Building Lease 04212015 9 27. TENANT'S DEFAULT: (a) If Tenant shall default in payment of Rent, when due, or in maintaining any insurance required to be carried by Tenant under the Lease, Landlord shall forward written notice, pursuant to Section 30, of such default to Tenant, and the failure of Tenant to cure such default within twenty (20) days after the date of receipt of such notice shall, at the option of Landlord, cause the termination of this Lease. (b) If Tenant shall default in the performance of any other terms or provisions of this Lease, and if Landlord shall give to Tenant written notice, pursuant to Section 30, of such default, and if Tenant shall fail to cure such default within sixty (60) days after receipt of such notice, or if the default is of such a character as to require more than sixty (60) days to cure, then, if Tenant shall fail to use reasonable diligence in curing such default, Landlord may cure such default for the account of and at the cost and expense of Tenant, and the reasonable sums so expended by Landlord shall be deemed to be Additional Rent and on demand shall be paid by Tenant on the day when Rent shall next become due and payable. In no event, however, shall any default under the terms of this Section 27(b) be the basis of a forfeiture of this Lease or otherwise result in the eviction of Tenant or the termination of this Lease unless Tenant fails to satisfy a judgment rendered by a court of competent jurisdiction. 28. RESPONSOLITY OF LANDLORD: If Landlord fails to pay any installment of taxes or assessments or any interest, principal, costs or other charges upon any mortgage or mortgages or other liens and encumbrances affecting the Demised Premises or the improvements thereon when any of the same become due, or if Landlord fails to do or complete any work required of it under any of the provisions of this Lease, or if Landlord fails to perform any covenant or agreement affecting the Demised Premises or contained in this Lease on the part of Landlord to be performed or, Tenant, after the continuance of any such failure or default for thirty (30) days after written notice thereof is given by Tenant to Landlord, may elect to pay said taxes, assessments, interest, principal, costs and other charges or cure such defaults on behalf of and at the expense of Landlord and do all necessary work and make all necessary payments in connection therewith. This shall include, without limitation, the payment of any counsel fees, costs and charges of or in connection with any legal or equitable action which may be brought, and Tenant may further take such other proceedings at law or in equity as Tenant deems necessary, notwithstanding any other remedy provided herein. Tenant may proceed in equity to enjoin any breach by Landlord or by any other party of any provision of this Lease. in addition, nothing shall require Tenant to wait the above timeframes in order to cure a default of Landlord in an 5538 Freestanding Building Lease 04212015 10 emergency situation. If any alleged default is of such a nature that it cannot be completely remedied or cured within the thirty (30) day period provided above, then notwithstanding the provisions of this Section to the contrary, Tenant shall not have a right to enforce any of the remedies herein set forth if Landlord shall commence curing such default within such thirty (30) day period and shall proceed with reasonable diligence in good faith to complete the curing thereof. 29. HAZARDOUS SUBSTANCES: (a) As used herein, the term "Hazardous Substances" shall mean, without limitation, any substance that is biologically or chemically active or any hazardous, tonic, or dangerous waste, substance (including, but not limited to, lead -based paint, asbestos or petroleum derivative substances), or material defined as such in (or for purposes of) (i) any state, federal or local environmental laws, interpretive letters, regulations, decrees or ordinances, (ii) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (iii) the Resource Conservation and Recovery Act, (iv) any of the so- called state or local "Super Fund ", "Super Lien" or "Cleanup Lien" laws or (v) any other federal, state or local statute, law, ordinance, code, rule, interpretive letter, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any such substances or materials or any amendments or successor statutes with respect to any of the foregoing. (b) Curing the Term of this Lease, Tenant represents and warrants that, except for items commonly sold or utilized in Tenant's other auto parts and supply stores (including but not limited to Tenant's customer oil recycling program), no other Hazardous Substances will be stored on the Demised Premises and no Hazardous Substances will be discharged on the Demised Premises by Tenant. Tenant agrees that such representations and warranties shall survive any termination of this Lease, and Tenant agrees to indemnify and hold harmless Landlord from any and all costs, expenses, claims and damages, including, but not limited to, attorneys' fees and costs of remediation, arising from Tenant's breach of any of the representations and warranties contained in this Section 29. This indemnification precedes, is concurrent with, and survives this Lease. (c) Landlord shall indemnify, defend and hold Tenant harmless from and against any and all costs, expenses, and damages, including, but not limited to, attorneys' fees and costs of remediation arising out of any claim for loss or damage to property, injuries to or death of persons, any contamination of or adverse effects on the environment or any violation of any environmental 5538 Freestanding Building Lease 04212015 11 or other law caused by or resulting from any hazardous waste, Hazardous Substance or any leakage or contamination from underground tanks on or under the Demised Premises and not resulting from Tenant's operations in the Demised Premises. This indemnification precedes, is concurrent with, and survives this Lease. Notwithstanding anything contained herein to the contrary, Landlord hereby agrees that under no circumstances whatsoever, by statute or otherwise, shall Tenant be held liable as an owner of°afk Hazardous Substance as it pertains to this Section 29(c). (d) Furthermore, Landlord represents and warrants to Tenant that Landlord has no actual or constructive knowledge of: (1) the presence of any Hazardous Substances on, under or within the Demised Premises, (2) any spills, releases, discharges or disposals of Hazardous Substances that have occurred or are presently occurring on or onto the Demised Premises, (3) any spills or disposal of Hazardous Substances that have occurred or are occurring adjacent to the Demised Premises as a result of any construction on or operation and use of the Demised Premises or adjacent property; (4) any failure to comply with all applicable local, state and federal environmental laws, regulations, ordinances, and administrative and judicial orders relating to the generation; recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Substances on the Demised Premises or adjacent property; or (5) the presence of any underground storage tanks, monitoring wells, water wells or septic tanks now or in the past on the Demised Premises. 30. NOTlCEE All notices or demands required or permitted to be given or served pursuant to this Lease shall be deemed to have been given or served only if in writing, postage and /or delivery fees pre -paid and shall be sent by U.S.P.S. Certified Mail, Return Receipt Requested or via an overnight (or 2 -day) delivery service maintaining a record of delivery (e.g. FedEx or UPS), which notices and demands shall be deemed served when delivered (or when delivery is first attempted and refused), and which notices and demands shall be forwarded to the following addresses: Via overniight (or 2 -day) deHvery service: AutoZone West. LLC #5538 -01 -01 c/o AutoZone Property Management Dept. 8700 123 South Front St. Memphis, TN 38103 -3618 Via U.S.P.S. Certified Ma¢9: AutoZone West LLC #5538 -01 -01 c/o AutoZone Property Management Dept. 8700 P.O. Box 2198 Memphis, TN 38101 -2198 5538 Freestanding Building Lease 04212015 12 LANDLORD: V4 a overnlghi (ov 2 -day) deVlvery ss voce: Via U.S.P.0 Certifled Mall: City of Santa Ana Clty of Santa Ana Attn: Clty Manager Attm Clty Manager 20 Civic Center Plaza 20 Civic Center Plaza Santa Ana, CA 92701 Santa Ana, CA 92701 Such addresses may be changed from time to time by either party by serving notice as above provided. 31. REAL ESTATE TAXES: All real estate and personal property taxes assessed solely against the Demised Premises which accrue during the Term or any Extension Period shall be paid by Tenant prior to delinquency. Any assessments which are payable in installments may be paid in installments or in a lump sum at Tenant's option. Notwithstanding the foregoing, if any assessments are made in order to furnish any improvement, maintenance, repair or replacement that is Landlord's obligation under this Lease, then Landlord, and not Tenant, shall pay the same. Tenant shall have no obligation with respect to taxes occurring or accruing prior to the Commencement Date or after the expiration or termination of this Lease. If the Demised Premises are assessed as part of a larger parcel, Landlord shall pay all taxes on the larger tax parcel prior to delinquency, and Tenant shall reimburse Landlord for Tenant's equitable share of such taxes within thirty (30) days of receipt of billing therefor together with copies of the paid tax receipts and a copy of the tax map showing the tax parcel in which the Demised Premises is included. Tenant's said equitable share shall include all taxes due based upon the assessed value of the improvements to the Demised Premises, and an equitable percentage of the taxes due based on the value of the land included in the larger parcel, which Tenant's said equitable percentage of land value being determined by dividing the area of the Demised Premises by the area of the larger parcel. Landlord and Tenant shall cooperate in reasonable attempts to have the Demised Premises assessed as a separate 'tax parcel, at Landlord's sole cost and expense. Nothing contained herein shall require Tenant to pay any corporation, franchise, gross receipt, income, estate, gift and inheritance taxes or charges imposed on Rent or other similar taxes, charges or impositions which may be levied or assessed against Landlord, any fee owner or their respective successors in title. 5538 Freestanding Building Lease 04212015 13 Tenant shall have the right, at its sole cost, to initiate and prosecute any proceedings permitted by law for the purpose of obtaining an abatement of or otherwise contesting the validity or amount of real estate taxes assessed or levied upon the Demised Premises and the building and improvements located thereon. If required by law, Tenant may take such action in the name of Landlord who shall fully cooperate with Tenant to the extent reasonably required by Tenant. Landlord shall not seek or join in any request for a special assessment or an assessment, benefit or improvement district resulting in a special assessment or an assessment or benefit district affecting Tenant or the Demised Premises without either (a) the prior written consent of Tenant or (b) Landlord's written agreement (in form satisfactory to Tenant) that Landlord, and not Tenant, shall be responsible for payment of such special assessments or other assessments applicable to Tenant or the Demised Premises. Without in any way diminishing the prohibition above, if Landlord, unless otherwise required by law, directly or indirectly causes Tenant and /or the Demised Premises to become, or consents to the Demised Premises becoming, a part of any assessment or benefit district, Landlord shall, unless Tenant consents to such district in Tenant's discretion, reimburse Tenant for any and all taxes and special assessments levied or assessed against Tenant and /or the Demised Premises by reason thereof within thirty (30) days after Tenant's demand therefor. 32. USE: For the purposes of this Lease, Tenant's proposed initial intended use of the Demised Premises is defined as: (i) the operation therein of a retail store selling automotive parts, supplies and accessories (including but not limited to, Tenant's commercial business which contemplates delivery trucks off - loading /picking up merchandise to /from the Demised Premises and the subsequent delivery to off -site locations to either customers or other retail stores operated by Tenant); and (ii) Landlord further grants Tenant the right to merchandise any products normally sold in Tenant's other auto parts, supply and accessories stores without restriction. Nothing contained herein shall prohibit Tenant from using the Dernised Premises for any lawful purpose except for the installation or use of underground storage tanks. Further, nothing contained herein shall be intended to create any obligation on the Tenant to operate any business at the Demised Premises. If permitted by applicable law, Tenant shall additionally have the right to (i) sell snacks and /or cold drinks; and (ii) conduct seasonal sales on the sidewalks adjoining Tenant's building on the Demised Premises. 5538 Freestanding Building Lease 04212015 14 33. GENERAL PROVIISIONSo (a) Upon request of Tenant, Landlord shall promptly furnish to Tenant Landlord's tax identification number(s) so that Tenant may report the payments made by Tenant to Landlord „under this Lease as required by applicable governmental authorities. (b) This Lease (and the documents referred to herein) constitutes the entire agreement between the parties pertaining to the subject matter contained herein and supersedes any and all prior and contemporaneous agreements, representations and understandings, oral or otherwise, between or among the parties with respect to the matters contained herein. (c) This Lease shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, legatees, distributes, legal representatives, successors and assigns. (d) This Lease shall not be modified, amended or supplemented, in whole or part, without the prior written consent of all parties hereto. Each and every waiver of any covenant, representation, warranty or any other provision hereof must be in writing and signed by each party whose interests are adversely affected by such waiver. No waiver granted in any one instance shall be construed as a continuing waiver applicable in any other instance. (e) If any legal action or other proceeding is brought for the enforcement hereof, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions hereof, the successful or prevailing party or parties shall be entitled to recover attorneys' fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. (f) The parties hereby agree that each party and its attorneys have reviewed and revised this Lease and that the normal rule of construction, to the effect that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of this Lease and no other rule of strict construction shall be used against any party. All exhibits and schedules attached or to be attached hereto, and all other agreements and instruments referred to herein, are hereby incorporated herein by reference, as fully as if copied herein verbatim. 5538 Freestanding Building Lease 04212015 15 (g) This Lease shall be governed by the internal laws of the State of California without regard to and excluding its principles of conflicts of laws. (h) The parties further agree that upon request, they shall do such further acts and deeds, and shall execute, acknowledge, deliver and record such other documents and instruments, as may be reasonably necessary from time to time to evidence, confirm or carry out the intent and purposes of this Lease. (i) Unless the context in which used clearly requires another construction, throughout this Lease, the masculine gender shall be deemed to include the neuter of feminine or both, the neuter gender shall include the masculine or both, and the singular of terms shall include the plural and vice versa. The section headings are for convenience only and shall not affect the construction hereof. 0) If any one or more of the provisions hereof shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity or enforceability of any other provision hereof, which shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The parties intend that if any provision hereof is capable of two constructions, one of which would render the provisions void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. (k) Time is of the essence in the performance of each party's respective obligations. (1) This Lease may be executed simultaneously in one or more counterparts, each of which shall be deerned an original, but all of which taken together shall constitute one in the same instrument, and it shall not be necessary that any single counterpart bear the signatures of all parties. (m) Unless expressly stated to be exclusive, no remedy conferred herein shall be deemed to be exclusive of any other remedy conferred herein or any other remedy now or hereafter available at law or equity. All remedies conferred herein, and all remedies now or 5538 Freestanding Building Lease 04212015 16 hereafter available at law or equity, shall be deemed to be cumulative and not alternative, and may be enforced concurrently or successively. (n) All provisions of this Lease shall be construed as covenants and agreements where used in each separate provision hereof and shall bind and enure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns. (o) All periods of time shall include Saturdays, Sundays and legal holidays; provided that, if the last day to perform any act or give notice falls on a Saturday, Sunday or legal holiday, then such act or notice shall be timely performed if given on the next succeeding business day. (p) Any holding over by Tenant of the Demised Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month on all terms of this Lease, terminable by either party upon thirty (30) days prior written notice to the other. (q) Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association between Landlord and 'renant, and no provision contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. (r) The words "hereof', "herein ", "hereunder ", and other words of similar import refer to this Lease as a whole and not to any specific article, section or subsection hereof. All exhibits and schedules attached or to be attached hereto, and all other agreements and instruments referred to herein, are hereby incorporated by reference into this Lease, as fully as if copied herein verbatim. The word "party" or "parties" means only those persons or entities who are signatories to this Lease. The terms "include," "includes," "including," or words of like import, shall be construed as being without limitation to the matters or items 'thereafter specified, notwithstanding any rule of construction to the contrary, unless an intention to be so limited is clearly expressed. 5538 Freestanding Building Lease 04212015 17 (s) THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, ARISING FROM OR RELATING TO THE SUBJECT MATTER HEREOF. THE PARTIES HERETO WAIVE ANY RIGHT TO ANY PUNITIVE DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SUCH DAMAGES. 34. LANDLORD'S IREPRESENTATIION& Landlord hereby covenants, warrants and represents to Tenant that: (a) Landlord has the sole right, legal power and authority to enter into this Lease. (b) All required actions have been taken and satisfied by Landlord to authorize the execution and performance of this Lease. No other proceedings or actions on the part of Landlord are necessary to authorize this Lease or to carry out the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Landlord enforceable against Landlord in accordance with its terms. (c) The individual(s) executing this Lease, on behalf of Landlord, has (or have) the full right, legal power and actual authority to bind Landlord to the terms and conditions hereof. (d) INTENTIONALLY OMITTED (e) Neither the execution nor the provisions of this Lease violates or breaches or shall violate or breach any term or provision of any agreement, written or oral, between Landlord and any third party, and that if legal proceedings are instituted by any party to prohibit the use, operation or enjoyment of the Demised Premises, or any part thereof, as provided in this Lease, Landlord shall assume the defense of any such legal proceedings and shall indemnify Tenant from and against any and all claims arising from or out of any such legal proceedings and/or the total or partial loss of the use, operation or enjoyment of the Demised Premises, or any part thereof, as provided in this Lease. 35. EXMTINO LEASE, Tenant presently leases the Demised Premises from Landlord under a Lease Agreement executed on behalf of Chief Auto Parts Inc., a Delaware corporation ('original tenant ") on September 7, 1990 and by Jerome B. Esterkin (original landlord ") on 5538 Freestanding Building Lease 04212015 18 September 13, 1990, as amended. Landlord is the successor to the original landlord and Tenant, as the resulting entity after conversion from AutoZone West, Inc., a Delaware corporation (formerly known as Chief Auto Parts Inc., a Delaware corporation) remains as the original tenant. Both Landlord and Tenant agree that the aforementioned Lease Agreement (as amended) will terminate as of the Commencement Date set forth herein. IN WiTNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. LANDLORD: The City of Santa Ana By Printed Name: David Ca azos Title: City Manager ATTEST: By, '--LV 6N - A- Printed Name: Maria Huip Title: Clerk of the Council APPROVEDT FORM. By - -- Prin e ame: / °sFSn bva�t Title. • Ass co" Al{a TENANT: AutoZone West LLC, a Nevada iimited iiabiiity company By: AutoZone Parts, Inc., a Nevada corporations, its soi rQVevaber By _ Printed Na n)4: \JarNes C. Griffith Title: Vice President By: — Printed Title: 1 5VIP. ppC$ }IOf1S Iwo l 5538 Freestanding Building Lease 04212015 19 STATE OF TENNESSEE ) ) ss. COUNTY OF SHELBY ) On April 21, 2015 before me, Laura Sharpe (Notary Public) personally appeared James C. Griffith and Thomas B. Newbern who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. .`I'A�� (SEAL) �;clr�av �ueauic, Laura Sharpe s ;; 4\ (Printed Name) NOTARY PUBLIC IN AND FOR SAID COUNTY AND STATE My Commission Expires: April 27, 2016 5538 Freestanding Building Lease 04212015 20 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On _, 2015 before me, (Notary Public) personally appeared David Cavazos who proved to me on the //basis of satisfactory evidence to be the person whose name is subscribed to the within instrlyrhent and acknowledged to me that he executed the same in his authorized capacity, an t a't by his signature on the instrument the person, or the entity upon behalf of which the persacted, executed the instrument. I certify under PENALTY OF PERJURY under foregoing paragraph is true and correct. ,i! WITNESS my hand and official seal. (Printed Name) NOTARY PUBLIC IN AND FOR SAID COUNTY AND My Commission TE laws of the State of California that the 5538 Freestanding Building Lease 04212015 21 CALIFORNIA ALL- PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California) County of Orange) On May 13, 2015 before me, Maria D. Huizar, Notary Public personally appeared David Cavazos, City Manager , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Lam;IA D. HUIZAH WITNESS my hand and official seal. Commission # 1974202 Notary Public • California i Ofanyecounty Signature �' (q�L � Comm. Ea Iris Apr 5 2016 (Seal) CAPACITY CLAIMED BY SIGNER: SIGNER IS REPRESENTING: ❑ Individual(s) ❑ Corporate ❑ Officers THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED TO THE BELOW: FREESTANDING BUILDING LEASE. AUTOZONE WEST, LLC NUMBER OF PAGES: DATE OF DOCUMENT: SIGNER (S) OTHER THAN NAMED ABOVE: Title(s) ❑ Partner(s) ❑ General Partner of a Limited ❑ Partnership ❑ Attorney -in -Fact ❑ Trustee (s) ❑ Subscribing Witness ❑ Guardian /Conservator ❑ Other: THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED TO THE BELOW: FREESTANDING BUILDING LEASE. AUTOZONE WEST, LLC NUMBER OF PAGES: DATE OF DOCUMENT: SIGNER (S) OTHER THAN NAMED ABOVE: EXHO 0 "A" LEGAL ®IESCIR T110H The Demised) Premlises: APN 013- 011 -41 Lots 22, 23, 24, 25 and 26, of Block "c" of Tract no. 603 in the City of Santa Ana, County of Orange, State of California, as per map recorded in Book 19 Page 6 of Miscellaneous Maps, in the Office of the County Recorder of Orange County, California. Excepting therefrom the westerly 10 feet of said lots 22, 23, and 26. (aGLF i>�grl ry _r G�' ti �ti "�� �" ��_ �•, r.hv c.T f.i fC:tiH1131'!' [i EPpHOT 6699 THIS SHORT FORM LEASE (the "Short Form Lease ") is made as of the _ day of April, 2015, by and between The City of Santa Ana, a Municipal Corporation ( "Landlord "), and AutoZone West LLC, a Nevada Hmited iiabIlIity company ( "Tenant "). FOR AND IN CONSIDERATION of One Dollar ($1.00) and for other good and valuable consideration paid and to be paid by Tenant to Landlord, Landlord does hereby demise and lease unto Tenant, and Tenant does hereby lease and take from Landlord upon the terms and conditions and subject to the limitations more particularly set forth in that certain Freestanding Building Lease (the "Lease ") made as of by and between Landlord and Tenant to which Lease reference is hereby made for all the terms and conditions thereof, which terms and conditions are made a part hereof as fully and particularly as if set out verbatim herein, the premises (the "Demised Premises ") situated in the City of Santa Ana, County of Orange, State of California, consisting of a 24,560 square foot premises, together, rights of access as provided herein, and more particularly described in Exhibit "A" and shown on Exhibit "B" The Demised Premises is more fully described as follows: APN: 013 - 011 -41 Lots 22, 23, 24, 25 and 26, of Block "c" of Tract no. 603 in the City of Santa Ana, County of Orange, State of California, as per map recorded In Book 10 page 6 of Wsceflaneoaus Maps, in the Office of the County Recorder of Orange County, California. Excepting therefrom the westerly 10 feet of said lots 22, 23, and 26 1. TO HAVE AND TO HOLD the Demised Premises unto Tenant for a term of five (5) years commencing on May 1, 2015, and ending on April 30, 2020, unless sooner terminated, extended or modified as provided therein. 2. In the Lease, Landlord has granted to Tenant three (3) separate options to extend the Term for three (3) separate consecutive additional periods of five (5) years each. 3. The Lease contains, among other things, the following provisions: (a) Landlord grants Tenant the right to merchandise any products normally sold in Tenant's other auto parts, supply and accessories stores without restriction. (b) Tenant may use the Demised Premises for any lawful purpose except for the installation or use of underground storage tanks. IN TIESTWONY WHEREOF, the above named Landlord and the above named Tenant have caused this instrument to be executed as of the day and year set forth above. LANDLORD: The City of Santa Ana By: EXHIBVT ONLY -NOT FOR EXECUTION Printed Name: David Cavazos Title: City. Manager ATTEST: By:EXHiBIT ONLY -NOT FOR EXECUTION Printed Name: Maria Huizar Title: Clerk of the Council APPROVED TO FORM: By: EXHiBiT ONLY -NOT FOR EXECUTION Printed Name: Title: TENANT: AutoZone test LLC, a Nevada limited lability company By: AutoZons Parts, inc., a Nevada corporation, its sole member By: EXHIBIT ONLY -NOT FOR EXECUTION Printed Name: James C. Griffith Title: Vice President By: EXHIBIT ONLY -NOT FOR EXECUTION Printed Name: Title: C& CERTIFICATE OF LIABILITY INSURANCE DATE YY) E /14 /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(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 Beecher Carlson Insurance Services 6 Cadillac Drive, Suite 320 Brentwood, TN 37027 NAME: Beecher Carlson Insurance Services PHONE 615- 277 -9840 nIC No: 615- 277 -9879 EMAIL ADD ESS: INSURERS AFFORDING COVERAGE NAIC p �/ INSURER A: Greenwich Insurance Company 22322 www.beechercarlson.com INSURED AutoZone West, LLC, A Nevada Limited Liability Company Dept 8030 123 So. Front Street Memphis fN 38103 -3607 {'���q tC ''YY q y f-t ZO`i S ^ V ` ('-:t INSURER S: INSURER C: XL Specialty Insurance Company 37885 INSURER D: SIR applies per policy terms &conditions INSURER E: @' INSURER F: PREMISES RENT r �n�e L. COVERAGES CERTIFICATE NUMBER: 24692449 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. INTRR TYPE OF INSURANCE ADDL BUBR POLICY NUMBER MMIDOmYY MMID�M'YY LIMITS A COMMERCIAL GENERAL LIABILITY �/ �/ RGE943759902 9/1/2014 9/1/2015 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE 7OCCUR SIR applies per policy terms &conditions @' PREMISES RENT r �n�e L. $ 1,000,000 MED EXP (Any one person) $ Excluded PERSONAL &ADV INJURY $ 1,000,000 .r� ®T yD y'Y� Y l TO y� RCK -" GENL AGGREGATE LIMIT APPLIES PER ✓ POLICY PRO- ECT LOD OTHER. GENERAL AGGREGATE It 10,000,000 PRODUCTS - COMP /OP AGO $ 4,000,000 SIR $ 1,000,000 AUTOMOBILE LIABILITY ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS cs p,�sts�ant try ja {O I COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY person) $ BO DILYINJURY(Peraccidenl) $ NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE Per accident $ C UMBRELLA LIAB �/ OCCUR US00064067LI14A 9/1/2014 9/1/2015 EACH OCCURRENCE $ 25000000 EXCESS LIAB CLAIMS -MADE SIR applies per policy terms & Conditions AGGREGATE $ 25,000,000 OLD ✓ RETENTION $10,000 Products Aggregate $ 25,000,000 WORKERS COMPENSATION AND EMPLOYERTLIABILITY YIN PER I OTH- STATUTE I ER E.L. EACH ACCIDENT $ ANY PROPRIETOWPARTNEWEXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? NIA E . DISEASE - EA EMPLOYE $ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 17— 1 7-7 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Store No. 5538 -01 -01 Store Location: 1101 S BRISTOL ST SANTA ANA CA 92704 -0000 CITY OF SANTA ANA is included as Additional Insured as required by written Contract, but is limited to the operations of the Insured and is subject to the policy terms, conditions and exclusions and endorsement #CG2011 as attachment. A Waiver of Subrogation is granted in favor of Certificate Holder as required by written contract but is limited to the operations of the Insured as is subject to the policy terms, Conditions and exclusions and endorsement #CG2404 as per attachment. CERTIFICATE HOLDER CANCELLATION 5538 -01 -01 CITY OF SANTA ANA 20 CIVIC CEN TER PLAZA, M -36 SANTA ANA TE 92701 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 u n \ U'VtIM...r 016t (NASH) Donna Bagley © 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD CERT NO.: 24652449 (NASH) eaxah Ivy 5/14/2015 4:21:05 PM (CDT) Page I of 3 FORM: 14/15 GL AL We OMB POLICYNUMBER: RGE943759902 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: WHERE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT EXECUTED PRIOR TO LOSS (EXCEPT WHERE NOT PERMITTED BY LAW). Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. tart' G� CG 24 04 05 09 © Insurance Services Office, Inc., 2008 CEBT NO.: 24692449 (NASH( Sarah Ivy 5/14/2015 4:21:05 PM (CUP Page 2 of 3 FORM: 14/15 PL AL WC HMB 0SIA Page 1 of 1 ❑ POLICY NUMBER: RGE943759902 COMMERCIAL GENERAL LIABILITY CG 20 11 04 13 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): ALL LEASED PREMISES Name Of Person(s) Or Organization(s) (Additional Insured): WHERE REQUIRED PER AGREEMENT OR WRITTEN CONTRACT, EXECUTED PRIOR TO LOSS. Additional Premium: $ INCLUDED Information re uired 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(&) or organizations) shown in the Schedule. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and CG 20 11 0413 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, oo, to 'f QRCK p ' 'torney Asses ant Ct� P r� © Insurance Services Office, Inc., 2012 C52T NO.: 24692449 (NASH) Sllal Ivy 5/14/2015 4:21:06 PM (COT) Page 3 of 3 FOFN: 14/15 GL AL WC OMB Page 1 of 1