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HomeMy WebLinkAbout8.1, Attmt 3 Parking LeasePARKING LEASE THIS PARKING LEASE (this "Parking Lease") is made as of May 11, 2009, by and between Dublin Corporate Center Three, L.P., a Delaware limited partnership ("Landlord") and TAI NING TRADING & INVESTMENT CO., INC., a California corporation ("Tenant"). Subject to the terms and conditions hereinafter set forth, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, thirty (30) parking spaces (the "Premises"), the location of which is set forth on Exhibit A attached hereto which are a portion of the parking lot adjacent to Landlord's office building located at 4160 Dublin Boulevard, Dublin, California (the "Building"): 1. The term of this Parking Lease shall commence on May 11, 2009 and continue on a month to month basis thereafter ("Term"); provided, however, that Landlord and Tenant shall each have the right to terminate this Parking Lease at any time during the Term for any reason whatsoever upon thirty (30) days prior written notification to the other party. 2. Landlord shall have the right to terminate this Parking Lease immediately if Landlord's license or other right or privilege to operate the parking lot of which the Premises is a part as an automobile parking facility is revoked or suspended for thirty (30) consecutive days by the City of Dublin, or any other governing authority having jurisdiction over the Premises or the Building. 3. Tenant shall pay to Landlord, without notice or demand, and without any set-off, counterclaim, abatement or deduction whatsoever, rent in equal monthly installments of Fifty Dollars and No/100 ($50.00) per parking space of the Premises, for a total of One Thousand Five Hundred and No/100 Dollars ($1,500.00) per month ("Monthly Rent"), in advance, on the first day of each month during the Term. Upon Tenant's execution of this Parking Lease, Tenant shall pay to Landlord the Monthly Rent due hereunder for the period from May 11, 2009 through May 31, 2009, pro rated on a per diem basis in the amount of One Thousand Sixteen and 131100 Dollars ($1,016.13). 4. Tenant shall use the Premises solely for parking storage of automobiles, four-wheel trucks and motorcycles. Tenant shall not suffer or permit any overnight parking in the Premises or parking of any automobiles, four-wheel trucks or motorcycles that do not fit in a standard-sized parking space. Tenant shall comply with any applicable city or state laws and all rules and regulations pertaining to or heretofore or hereafter established by Landlord for the Premises from time to time. Tenant shall not permit the Premises to be used for any other purpose without the prior written consent of Landlord, which may be withheld for any reason or for no reason in Landlord's sole discretion. 5. Tenant shall not assign or otherwise transfer this Parking Lease, or any interest herein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any person other than Tenant's customers and employees to occupy or use the Premises, or any portion thereof, without the prior written consent of Landlord, which consent may be withheld by Landlord in its sole and absolute discretion. Any such assignment or subletting without such consent shall be void, and shall, at the option of Landlord, terminate this Parking Lease. This Parking Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law, without the prior written consent of Landlord, which consent may be W EST'.217 13096.1 263234-000107 Attachment 3 withheld by Landlord in its sole and absolute discretion. It is expressly agreed that the consent by Landlord to any assignment or sublease by Tenant (or the assignee of any assignee thereafter) shall not operate as a cancellation of this Parking Lease, nor release Tenant from the performance of any covenant, promise, or agreement herein contained. 6. Tenant shall accept the Premises "as is" as of the Commencement Date. No representation, statement, or warranty, express or implied, has been made by or on behalf of Landlord as to the condition of the Premises. Tenant acknowledges and agrees that Landlord may change the size, configuration, design, layout, location and all other aspects of the Premises and may designate, or relocate, from time to time, the parking spaces that comprise the Premises. Tenant shall be permitted, at Tenant's sole cost, to label the parking spaces in the Premises with pavement paint, subject to Landlord's prior approval of the color and design of the labeling. Landlord shall provide routine repairs and maintenance to the Premises and Tenant shall reimburse Landlord for the cost of such repairs and maintenance within ten (10) days of Landlord's demand. Tenant acknowledges and agrees that Landlord has right to close or restrict access to the Premises from time to time for reasonable time periods as may be necessary to perform repairs, maintenance or improvements or to comply with applicable laws concerning the Premises or the Building. 7. Tenant shall make no improvements to the Premises and shall place no personal property (other than automobiles, four-wheel trucks or motorcycles) on or about the Premises without first obtaining Landlord's prior written approval, which may be withheld in Landlord's sole and absolute discretion. If any work is done on the Premises or any improvements are made to the Premises pursuant to this Parking Lease, Tenant agrees to keep and hold the Premises, and Landlord free, clear, and harmless of and from any mechanic's liens or liens of a similar nature that might or could arise by reason of any such work. 8. Tenant shall indemnify, defend and hold Landlord, Landlord's property manager, Landlord's mortgagees, and each of their respective direct and indirect partners, officers, shareholders, directors, members, managers, trustees, beneficiaries, employees, principals, contractors, servants, agents and representatives (collectively, the "Indemnified Parties") harmless from and against any and all liabilities, claims, losses, expenses, and costs of any kind(including attorneys' fees) arising out of or relating to (i) Tenant's use or occupancy of the Premises, including, without limitation, any activity permitted by Tenant to be done on or about the Premises, (ii) any breach by Tenant of any of Tenant's obligations under this Parking Lease, (iii) any act, omission or negligence of Tenant, its agents, employees, or invitees, or (iv) any accident, injury or damage to any person or to the property of any person occurring in or about the Premises. To the extent of the foregoing indemnity in case any actions or proceedings be brought against the Indemnified Parties by reason of any such claims, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. 9. Tenant shall maintain, at Tenant's expense, public liability and property damage insurance with a combined single liability limit of not less than $2,000,000.00 per occurrence, $5,000,000.00 annual aggregate,, insuring against all liability of Tenant arising out of or in connection with Tenant's use of the Premises. Tenant shall also maintain workers' compensation insurance for all employees of Tenant engaged in Tenant's business with respect to the Premises, WEST21713096.1 ?A? 363234-000107 -2- which insurance shall be in compliance with minimum statutory requirements. Said insurance required under this Section 8 shall: a. Name Landlord, Landlord's property manager and any mortgagees of Landlord whose names have been furnished to Tenant as additional insureds; b. Be issued by an insurance company authorized to do business in the State of California, with a financial rating of at least an A+, X status as rated in the most recent edition of Best's Insurance Reports; C. Be issued as a primary policy; d. Insure performance by Tenant of the indemnity provisions of paragraph 7 of this Parking Lease; and provide that such policy shall not be subject to alteration or cancellation without Landlord's approval; e. Said policy or a certificate thereof shall be deposited with Landlord upon execution of this Parking Lease. 10. The Indemnified Parties shall not be responsible for any loss or damage to any property that is stored in the Premises. Tenant acknowledges that it has inspected the Premises and has determined that the Premises are suitable for the use described in Section 4 above. Tenant, as a material part of the consideration to Landlord, hereby assumes all risks of damage to any property or injury to persons, in, upon or about the Premises, its agents or employees, in connection herewith, and Tenant hereby waives all claims in respect thereof against the Indemnified Parties. 11. At the expiration or earlier termination of this Parking Lease, Tenant agrees to return the Premises to Landlord in the same or better condition existing at the time Tenant initially takes possession of the Premises. 12. The occurrence of any one or more of the following events shall constitute a material default and breach of this Parking Lease by Tenant ("Default"): (i) Any failure by Tenant to make any other payment required to be made by Tenant hereunder as and when due where such failure shall continue for a period of three (3) days after written notice thereof from Landlord to Tenant; and (ii) Any failure by Tenant to observe and perform any other provision of this Parking Lease to be observed or performed by Tenant, where such failure continues for fifteen (15) days after written notice thereof by Landlord to Tenant, unless a shorter period of time for such observance or performance is otherwise expressly set forth in this Parking Lease; provided however, that if the nature of such default is such that the same cannot reasonably be cured within such fifteen (15) day period, Tenant shall not be deemed to be in default if Tenant shall within such period commence such cure and thereafter diligently prosecute the same to completion. 13. In the event of any Default (defined below) by Tenant, then Landlord shall be entitled to any remedies available at law- or in equity including, without limitation, the remedies provided under Section 1951.2 and Section 1951.4 (lessor may continue lease in effect after lessee's breach w EST?21713096.1 263233-000107 -?- and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations) of the California Civil Code. 14. In the event of any action at law or in equity between Landlord and Tenant to enforce any of the provisions or rights hereunder, the prevailing party in such action shall be entitled to reasonable attorneys' fees as fixed by the court in addition to the costs incurred in such action. 15. Any holding over after the expiration of the Term, with or without the consent of Landlord, shall be construed to be a tenancy from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Monthly Rent shall be payable at a monthly rate equal to 150% of the Monthly Rent applicable during the last rental period of the Term under this Parking Lease. Such month-to-month tenancy shall be subject to every other applicable term, covenant and agreement contained herein. Nothing contained in this Section 14 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Parking Lease upon the expiration or other termination of this Parking Lease. The provisions of this Section 14 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises upon the termination or expiration of this Parking Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys' fees) and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender and any lost profits to Landlord resulting therefrom. 16. Any notice required or permitted to be given under this Parking Lease shall be in writing and shall be deemed to have been given when deposited in a United States Post Office, registered or certified mail, postage prepaid, return receipt requested, delivered by hand (provided a signed receipt is obtained) or sent by nationally recognized overnight delivery service making receipted deliveries, and addressed as follows: If to Landlord: Dublin Corporate Center Three, L.P. 4160 Dublin Boulevard, Suite 120 Dublin, California 94568 Attn: Property Manager with a copies to: Tishman Speyer Properties, L.P. 45 Rockefeller Plaza New York. New York 10111 Attn: Chief Le-al Officer and: W EST`,21713096.1 263234-000107 -4- Tishman Speyer Properties, L.P. 45 Rockefeller Plaza New York, New York 10111 Attn: Chief Financial Officer If to Tenant: &,i t?l v. Tr ? Kv ¢ stt ? Co . , ??- . U kg-p-ts tx b (ijQ 1 vt c. WS Oa r ba-v L-OLv-L Q?-I?T tas CR ?{?03 Attn: LAy cy- K l yLA or to such other address as either party from time to time may specify in writing to the other. 17. If any term of this Parking Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Parking Lease, or the application of such term to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term of this Parking Lease shall be valid and be enforced to the fullest extent permitted by law. 18. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Parking Lease, and that they know of no real estate broker or agent who is entitled to a commission in connection with this Parking Lease. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent occurring by, through, or under the indemnifying party. a. Notwithstanding any provision to the contrary contained in this Parking Lease, the liability of Landlord for Landlord's obligations hereunder shall be limited to Landlord's interest in the Building and Tenant shall not look to any other property or assets of any direct or indirect partner, member or shareholder of Landlord (or any officer, director, agent, member, manager, personal representative, trustee or employee of any such direct or indirect partner, member or shareholder) (individually a "Landlord Party" and collectively, "Landlord Parties") in seeking either to enforce Landlord's obligations under this Parking Lease or to satisfy a judgment for Landlord's failure to perform such obligations, and none of the Landlord Parties shall be personally liable for the performance of Landlord's obligations under this Parking Lease. Without limiting the generality of the foregoing and notwithstanding anything appearing to the contrary in this Parking Lease, no Landlord Party shall be personally liable for the performance of the obligations of, or in respect of any claims against, Landlord arising under this Parking Lease, and no personal judgment shall be sought or obtained against any Landlord Party in connection with this Parking Lease. b. In no event shall Landlord be liable for, and Tenant, on behalf of itself and its respective agents, contractors, subcontractors, employees, invitees or Tenants, hereby waives any claim against Landlord for, any indirect, consequential or punitive damages, including loss of profits or business opportunity, arising under or in connection with this Parking Lease. C"e , W EST\,21713096.1 263234-000107 '?' C. The obligations of Landlord under this Parking Lease shall not be binding upon Landlord after the sale, conveyance, assignment or transfer by Landlord of its interest in the Building, and Tenant shall look solely to the transferee for the satisfaction of such obligations. Any such transferee shall be deemed to have assumed all of Landlord's obligations under this Parking Lease. 19. Tenant recognizes and acknowledges that Landlord and/or certain beneficial owners of Landlord may from time to time qualify as real estate investment trusts pursuant to Sections 856, et seq. of the Internal Revenue Code and that avoiding (a) the loss of such status, (b) the receipt of any income derived under any provision of the Lease that does not constitute "rents from real property" (in the case of real estate investment trusts), and (c) the imposition of income, penalty or similar taxes (each an "Adverse Event") is of material concern to Landlord and such beneficial owners. In the event that this Parking Lease or any document contemplated hereby could, in the opinion of counsel to Landlord, result in or cause an Adverse Event, Tenant agrees to cooperate with Landlord in negotiating an amendment or modification thereof and shall at the request of Landlord execute and deliver such documents reasonably required to effect such amendment or modification. Any amendment or modification pursuant to this paragraph shall be structured so that the economic results to Landlord and Tenant shall be substantially similar to those set forth in this Parking Lease without regard to such amendment or modification. Without limiting any of Landlord's other rights under this paragraph, Landlord may waive the receipt of any amount payable to Landlord hereunder and such waiver shall constitute an amendment or modification of this Parking Lease with respect to such payment. Tenant expressly covenants and agrees not to enter into any sublease or assignment which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied, or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported sublease or assignment shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy, or utilization of any part of the Premises. 20. This Parking Lease shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be enforced in such state. 21. This Parking Lease may be executed in one or more counterparts, all of which shall be taken together to constitute but one and the same instrument and shall be binding upon each party who may sign a counterpart of this instrument. 22. This Parking Lease and the exhibits attached hereto and forming a part hereof set forth all the obligations, covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Premises. All prior communications, negotiations, arrangements, representations, agreements and understandings, whether oral or written, between the parties hereto, and their representatives, are merged herein and extinguished. No alteration, amendment, change or addition to this Parking Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by both parties. 23. The delivery of this Parking Lease by Landlord to Tenant shall not be deemed to be an offer or reservation of the Premises for Tenant. Delivery of this Parking Lease, fully executed by Tenant, to Landlord constitutes an offer to lease the Premises, and this Parking Lease shall only 61141- WEST\2263234-000107 -6- become effective and binding upon Landlord's execution hereof and delivery of a signed copy to Tenant. [Remainder of this page intentionally blank; signature pages follow.] WEST 21713096.1 263234-000107 -7- IN WITNESS WHEREOF, the parties hereto have executed this Parking Lease on the day and year set forth below. LANDLORD: TENANT: DUBLIN CORPORATE CENTER THREE, TAI NING TRADING & INVESTMENT a Delaware limited partnership CO., INC., a California corporation By: DUBLIN CORPORATE CENTER THREE, By: " ?P ¢,&& . GP, L.L.C., a Delaware limited liability company Its: General rtner By: Name: KAze- A K-W Its: U-Y ?2x' Name: Its: WEST21713096.1 263234-000107 -8- EXHIBIT A PREMISES CJ C i V y orod r?vrossrl LL, a 1 1 1. IAL In _ ae.-?s 1"- _ -_ t J o r ?'- Jl - I E - .-...?...-...-. e,- Yi NHOr ' t:=: •t . ?i s?.?L C :f•[[tll •if„1• f:i• i?1E Ali i=s its'fett ?;:it E36s tt?I )t. c?Ctil.... Fit, •.i .`y.+ ,?a. t't ' ,:[F;+ia is i.:'• i `ai i :.5?. v t t t cpt?S? :i 6-- WEST`21713096.1 EXHIBIT A 263234-000107 -1- P E'Y' R May 15, 2009 Karen Kam Ulferts Center 4288 Dublin Boulevard, Suite 210 Dublin, CA 94568 Re: Commencement letter for Parking Lease dated May 11, 2009 between Dublin Corporate Center Three, L.P. ("Landlord") and Tai Ning Trading & Investing Co, Inc. ("Tenant") Dear Karen, All capitalized terms used and not otherwise defined in this letter will have the respective meanings ascribed to them in the Lease. Please be advised that the Tenn and Rent Commencement Dates shall be June 1, 2009 and shall continue on a month to month basis until either party terminates the agreement per the Lease. Your signature below acknowledges acceptance of these dates. Please note that should landlord not receive a signed response within 10 Business days from the date above, the aforementioned dates shall deemed to be accepted by the Tenant. We look forward to a long and happy relationship. If we can be of funther assistance, please do not hesitate to contact me. Sincerely, Tishman Speyer Properties, L.P., As Agent for Dublin Corporate Center Three, L.P. Claudia as Senior Property Manager Accepted and Agreed: Tai Ning Tradi? c? Investment Co, Inc. By: Naine., P Title: Dublin Corporate Center 4340 Dublin Boulevard Suite 120 Dublin California 94568 Tel. 925 556-6630 Fax 925 556-6638 NEW YORK STAMFORD PHILAUE,PHIA WASH-NGTON DC NORTHERN ViRGIN'A A%ANTA BOSTON CHICAGO MII N'AGKEE SEA fT..E SAN FRANCISCO Si.ICDN VALLEY LOS ANGELES ORANGE COUNTY SAO PAULO R-O DE SANE;kO BUENOS AIRFS iAhOON PARIS AMSTERDAM MILAN MADRI,,, BERL'N FRANKFURT DOSSE.DORE .?AMOURG SYDNEY MUMBA; BAhGALORF SHANGHAI BEI.:ING Policv Number: I-680-76BOL463 Date Entered: 5/11/2009 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) PRODUCER California Preferred Insurance Svcs Inc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION 20505 E. Valley Blvd. #105 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Walnut, CA 91769 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Phone: (909) 869-8595 Fax: (909) 869-8819 INSURERS AFFORDING COVERAGE NAIC # INSURED Tai Ning Trading & Investment Inc and INSURER A: Travelers Insurance Company (DUBLIN) INSURER B: Ulferts Center (DUBLIN) Inc. INSURER C: 4288 Dublin Blvd, Suite 210 INSURER D: Dublin, CA 94568 INSURER E: rC)VFRArFC 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN SR LTR ADD' INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A DAMAGE TO RENTED 300 000 COMMERCIAL GENERAL LIABILITY REMISES Ea occurrence) P , $ CLAIMS MADE I OCCUR 1680-7680L463 11/1/2008 11/1/2009 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOPAGG $ 2,000,000 POLICY PRO LOC AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT ANYAUTO (Ea accident) $ ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTOONLY- EAACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE $ 5,000,000 A OCCUR F-ICLAIMS MADE ISF-CUP4888YS41 11/1/2008 11/1/2009 AGGREGATE $ 5,000,000 DEDUCTIBLE $ RETENTION $0 $ WORKERS COMPENSATION ' WC STATU- OTH- DRY LIMIT AND EMPLOYERS LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ ? OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Subject to terms, conditions & exclusions of actual policy. Insured's Operation : Shopping Center. The insured is going to lease 30 car spaces located at: 4160 Dublin Blvd., Dublin, CA 94568 and Dublin Corporate Center Three, L.P. is named as additional inured effective 5/11/2009. CERTIFICATE HOLDER (:ANt.rLLAIIUM Lessor as additional insured: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAI 3L DAYS WRITTEN Dublin Corporate Center Three, L. P. NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL 4160 Dublin Blvd IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Dublin, CA 94568 REPRESENTATIVES. Wong AUTHORIZED REPRESENTATIVE ACORD 25 (2009/01) V 7'JSS-ZUUd AI.UKU UUKI-UKAI IUIY. All rlgrll5 reserveu. The ACORD name and logo are registered marks of ACORD Produced using Forms Boss Plus software. www.FormsBoss.com; Impressive Publishing 800-208-1977 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009/01)