HomeMy WebLinkAboutLease Agreement between County and Rosenberg Associates Fine Suite 112.pdf 1
LEASE AGREEMENT
2 THIS LEASE AGREEMENT (^LEA8E") io made and entered into this Ue*day mf
J 2022 ("Effaobve [}aig"). bv and between R[)SENBERG ASSOCIATES, aCalifornia
4 Limited Partnership, P.O. Box 137' San Ardo' CAS345O (''LESS[)R"). and the COUNTY [)F
5 FRESNO ("COUNTY") a political subdivision of the State of California, 333 W. Pontiac Way,
0 Clovis, [|A93612 (''LEGGEE^). LESSOR and LESSEE shall each bereferred toaea ^Padn'' wr
7 collectively ao the ^F`ortieo."
8 1. LEASED PREMISES - LESSOR hereby leases bo LESSEE the office space at
9 the location commonly known 8s2048KJ. Fine /\ve.' Suite 112, Fresno, C/\S3727. which is
10 approximately 4,300 usable square feet for the County's exclusive use, together with common
11 area parking (the "Premises"), as shown in Exhibit A, attached and incorporated by this
12 reference.
13 2. TERM -The primary term of this LEASE shall commence mn the date LESSEE
14 first takes occupancy of the Premises (the "First Date of Occupancy") and end on February 28,
15 2O2G. |nno event shall the term of this LEASE extend beyond February 28. 2020.
18 The exact First Date of Occupancy shall be fixed by written acknowledgement signed
17 by both Parties to the LEASE. LESSEE's occupancy of the Premises shall commence only
18 after substantial completion of the Lessor Improvements provided for in Section 6 of this
19 LEASE. Substantial completion of the Lessor Improvements shall be mutually agreed upon.
20 LESSOR shall allow LESSEE access to the Prernioas, prior to the First Date of
21 Occupancy, for the purposes mf installing furniture and network equipment. LESSEE shall
22 coordinate access with LESSOR.
23 3. RENT - LESSEES obligation to pay rent does not begin until the First Data of
24 Occupancy. LESSEE shall pay to LESSOR rent in advance on or about the first of each month
25 according to the following schedule:
28 Cost/SF Rent/Month
27 '~~''~'~ ' ~~ ~ ''~~ $ -'^""'""
28
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1
2 4. UTILITIES — Following LESSEE's occupancy of the Premises, LESSEE shall pay
3 those metered costs associated with its use of natural gas and electricity, to include water,
4 garbage and sewage fees, all of which are in addition to the Rent. LESSEE shall also pay all
5 costs associated with its use of the telephone service, internet communication and security
6 services. Nonpayment notice for City of Fresno utilities will be delivered to LESSOR.
7 5. USE - LESSEE shall use the Premises as office space for the Probation
8 Department or any other County department or authorized agent of LESSEE. LESSEE agrees
9 to comply with all applicable laws, ordinances and regulations in connection with such use.
10 LESSOR covenants that the Premises are suitable for the intended use. LESSOR
11 further covenants that the Premises are in compliance with all applicable laws, ordinances and
12 regulations, including but not limited to safety regulations, health and date of construction
13 building codes, and that the Premises shall remain in such compliance throughout the term of
14 this LEASE.
15 6. LESSOR IMPROVEMENTS — LESSOR, at LESSOR's sole cost, and no cost to
16 LESSEE, shall provide tenant improvements to include: interior painting of the entire
17 Premises, replacing all current carpeting, installing vinyl tile at the back entrance and repairing
18 back door, replacing existing toilets and sinks in both bathrooms, deep cleaning both
19 bathrooms, and servicing and ensuring HVAC unit(s) are operational. All of the foregoing work
20 shall be completed prior to the First Date of Occupancy. In addition to the above tenant
21 improvements, LESSOR, at LESSOR's sole cost, and no cost to LESSEE, shall provide
22 paving of the entirety of the dirt area next to the existing pavement on the north side, striping
23 parking stalls in the new paved (previously dirt) parking area and shall reseal the north and
24 south parking areas. LESSOR will provide LESSEE a copy of the signed contract with the
25 asphalt company and will work diligently to complete the paving project within three (3) months
26 of the First Date of Occupancy. LESSEE will cooperate with LESSOR and asphalt company in
27 relocating vehicles at different times to the south parking lot during this paving project.
28 7. MAINTENANCE/JANITORIAL SERVICES - LESSOR shall be solely responsible
COUNTY OF FRESNO for the structural condition of the Premises and for all exterior maintenance, including but not
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1 limited to the electrical power systems, plumbing systems, air conditioning systems, heating
2 systems, fire sprinkler systems, roof, landscaping, pest and bird control, parking lot lighting,
3 and parking lot. LESSOR covenants that the Premises shall be maintained in substantially the
4 same condition as that existing at the First Date of Occupancy throughout the entire term of
5 this LEASE, normal wear and tear expected.
6 LESSEE shall provide its own janitorial services, including all janitorial supplies.
7 LESSEE will also be responsible for the cost of replacing lightbulbs and repairing plugged
8 toilets from improper use. In the event that damage to the facility is caused by LESSEE's
9 negligence to properly supervise its invitees and guests, it will be LESSEE's responsibility to
10 remedy the condition by making necessary repairs at its expense.
11 8. COMPLIANCE WITH ALL LAWS - As to the Premises, LESSOR shall comply
12 with, and shall reasonably ensure compliance by all contractors and subcontractors it retains
13 with all applicable laws and regulations. For any portion of any of LESSOR's work, service,
14 and/or function (including, but not limited to, any construction, alteration, installation,
15 demolition, repair, or maintenance work), to be performed, either directly or under any
16 agreements with any contractors and/or suppliers (including their respective sub-contractors at
17 any tier) or otherwise, with respect to the Premises in relation to this Lease, (collectively, the
18 "Work"), that is a "public work" for the purposes of Chapter 1 (commencing with § 1720) of
19 Part 7 of Division 2 of the California Labor Code (collectively, "Chapter 1 of the Labor Code"),
20 (i) LESSOR shall comply with, and cause all such contractors and/or suppliers (including their
21 respective sub-contractors at any tier) to comply with, all applicable provisions of Chapter 1 of
22 the Labor Code with respect to the Work, and (ii) prior to causing any Work to be performed
23 under any agreements with any contractors and/or suppliers, or otherwise, LESSOR shall
24 incorporate all of the provisions of this Section 8 into such agreements.
25 LESSOR shall promptly provide a copy to LESSEE of any correspondence, notices,
26 and/or orders, in any written form, and/or any documents initiating legal action (collectively,
27 "DIR Administrative or Legal Action") by or on behalf of the Director of the Department of
28 Industrial Relations of the State of California, including any representative thereof (collectively,
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1 the "DIR") to or against LESSOR, and LESSOR's written responses, in any written form,
2 thereto, that relate to any Work, or any portion thereof, provided however, LESSOR's provision
3 of such copy of any DIR Administrative or Legal Action, and/or LESSOR's responses thereto,
4 or failure to provide same or to timely provide same, shall not impose any obligation upon
5 LESSEE with respect to LESSOR's obligations under this Section 8. LESSOR acknowledges
6 that the DIR provides the following internet resource:
7 https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm
8 LESSEE does not make any representation, or provide any guidance, to LESSOR as
9 to (i) the nature, type, or scope of the Work, or any portion thereof, to be performed by
10 LESSOR, either directly or under any agreements with any contractors and/or suppliers
11 (including their respective sub-contractors at any tier), that constitutes a "public work," or (ii)
12 the sufficiency of the DIR's internet resource, above, for purposes of compliance with this
13 Section 8. The provisions of this Section 8 shall survive the termination of this Lease.
14 9. INDEPENDENT CONTRACTOR - In performance of the work, duties and
15 obligations assumed by LESSOR under this LEASE, it is mutually understood and agreed that
16 LESSOR, including any and all of the LESSOR'S officers, agents, and employees will at all times
17 be acting and performing as an independent contractor, and shall act in an independent capacity
18 and not as an officer, agent, servant, employee,joint venturer, partner, or associate of LESSEE.
19 Furthermore, LESSEE shall have no right to control or supervise or direct the manner or method
20 by which LESSOR shall perform its work and function. However, LESSEE shall retain the right to
21 administer this LEASE so as to verify that LESSOR is performing its obligations in accordance
22 with the terms and conditions thereof.
23 LESSOR and LESSEE shall comply with all applicable provisions of law and the rules
24 and regulations, if any, of governmental authorities having jurisdiction over matters the subject
25 thereof.
26 Because of its status as an independent contractor, LESSOR shall have absolutely no
27 right to employment rights and benefits available to the employees of LESSEE. LESSOR shall
28 be solely liable and responsible for providing to, or on behalf of, its employees all
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1 legally-required employee benefits. In addition, LESSOR shall be solely responsible and save
2 LESSEE harmless from all matters relating to payment of LESSOR'S employees, including
3 compliance with Social Security withholding and all other regulations governing such matters.
4 It is acknowledged that during the term of this LEASE, LESSOR may be providing services to
5 others unrelated to the LESSEE or to this LEASE.
6 10. BREACH OF OBLIGATION TO MAINTAIN - In the event LESSOR breaches its
7 obligation to maintain the Premises as herein provided, LESSEE shall give written notice to
8 LESSOR within fifteen (15) days of the discovery of such breach. LESSOR shall then have
9 thirty (30) days from the date of notice to cure its breach. If the period for cure expires and if,
10 in LESSEE's reasonable written determination, LESSOR has failed to cure, then LESSEE
11 may, at its election:
12 A. Terminate this LEASE as hereinafter provided. In such case, LESSEE shall
13 have the right to demand LESSOR refund any monies which, in the
14 judgment of LESSEE, were paid to LESSOR pursuant to the LEASE but
15 which were not earned by LESSOR by consequence of its breach. Upon
16 receipt of such demand, LESSOR shall promptly refund all such monies; or
17 B. Cure LESSOR'S breach and deduct the cost of such cure, together with
18 reasonable administrative costs, from LESSEE's future rent obligation.
19 LESSEE's decision to cure LESSOR's breach shall not constitute a waiver
20 of any rights or remedies that LESSEE may have arising from this LEASE
21 or by operation of law.
22 If LESSOR's failure to maintain the Premises is of an urgent nature, and impairs
23 LESSEE's ability to conduct its business operations, or occupy the Premises, then LESSOR
24 shall have five (5) business days from notification of the breach to repair the Premises so that
25 LESSEE may resume operations. If LESSOR fails to satisfactorily perform such repairs, then
26 LESSEE may cure the default and deduct the cost from the next month's rent.
27 11. DESTRUCTION OR DAMAGE FROM CASUALTY- If the Premises are damaged
28 or destroyed as a result of fire, earthquake, act of God, or any other identifiable event of a
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1 sudden, unexpected, or unusual nature (hereinafter"Casualty"), then LESSOR shall either
2 promptly and diligently repair the damage at its own cost, or terminate this LEASE as
3 hereinafter provided.
4 A. LESSOR'S Election to Repair: If LESSOR elects to repair the Casualty
5 damage to the Premises, then it shall within thirty (30) days after the date of
6 Casualty provide written notice (hereinafter"Notice of Repair") to LESSEE
7 indicating the anticipated time required to repair. LESSOR shall bear the
8 cost of all repairs to the Premises, including the cost to repair any
9 alterations or fixtures installed or attached thereto by LESSEE. Such repairs
10 shall restore the Premises to substantially the same condition as that
11 existing at the commencement of this LEASE. Such repairs shall also be
12 made in compliance with all applicable state and local building codes.
13 LESSOR shall not be liable to LESSEE for compensation for any loss of
14 business, or any inconvenience or annoyance arising from repair of the
15 Premises as a result of the Casualty except for rent reduction as hereinafter
16 provided. LESSEE shall be responsible at its sole cost and expense for the
17 replacement of its personal property.
18 B. LESSOR'S Election to Terminate Due to Casualty: LESSOR may only elect
19 to terminate the LEASE due to Casualty if: the Premises have been
20 destroyed or substantially destroyed by said Casualty; and the estimated
21 time to repair the Premises exceeds 120 days from the date of the Casualty.
22 LESSOR shall provide LESSEE with written notice of its election to
23 terminate within thirty (30) days after the date of Casualty.
24 C. Rent Reduction Due to Casualty: In the event of Casualty, LESSEE's
25 obligation to pay the rent shall be reduced beginning on the date of the
26 Casualty. Such reduction shall be proportional to the damage caused to the
27 Premises by the Casualty as reasonably determined by LESSEE and
28 LESSOR. If LESSOR elects to repair the Premises pursuant to the terms of
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1 this LEASE, then the rent reduction shall continue until the date of
2 substantial completion of repair.
3 D. LESSEE'S Election to Terminate Due to Casualty: If LESSEE does not
4 receive a Notice of Repair from LESSOR within thirty (30) days after a
5 Casualty, or if the anticipated period of repair contained in the Notice of
6 Repair exceeds 120 days, then LESSEE may elect to terminate this LEASE
7 as hereinafter provided. In such case, LESSEE shall have the right to
8 demand that LESSOR refund any monies which, in the judgment of
9 LESSEE, were paid to LESSOR pursuant to the LEASE but which were not
10 earned by LESSOR by consequence of the Casualty. Upon receipt of such
11 demand, LESSOR shall promptly refund all such monies.
12 12. TERMINATION - If, pursuant to the terms provided herein, either LESSOR or
13 LESSEE have an election to terminate the LEASE and so elect, then notice of such
14 termination shall be made in writing to the non-terminating Party. Unless otherwise specified in
15 this LEASE, such notice shall specify a date of termination not less than 90 days from the date
16 of said notice, after which this LEASE shall terminate. In the case of LESSEE, the County
17 Administrative Officer or the Director of Internal Services or the Chief Probation Officer shall
18 have the power to provide such notice and terminate this LEASE. This Section 12 shall not
19 apply to termination of the LEASE pursuant to Section 15.
20 Notwithstanding anything to the contrary contained herein this LEASE or any right or
21 remedy of which LESSOR may otherwise avail itself pursuant to applicable law, any right of
22 LESSOR to recover any rent as provided in this LEASE shall be without acceleration of any
23 future rent before it is due and payable hereunder. LESSOR hereby expressly waives its right
24 to accelerate rent in the event of a termination of this LEASE, pursuant to California Civil Code
25 section 1951.2.
26 13. HOLD HARMLESS - LESSOR agrees to indemnify, save, hold harmless, and at
27 LESSEE's request, defend LESSEE and each of its officers, agents, officials and employees
28 from any and all costs and expenses (including attorney's fees and costs), damages, liabilities,
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1 claims, and losses occurring or resulting to LESSEE in connection with the performance, or
2 failure to perform, by LESSOR, its officers, agents, or employees under this LEASE, and from
3 any and all costs and expenses (including attorney's fees and costs), damages, liabilities,
4 claims, and losses occurring or resulting to any person, firm, or corporation who may be
5 injured or damaged by the performance, or failure to perform of LESSOR, its officers, agents,
6 or employees under the LEASE. This LEASE is made upon the expressed condition that
7 LESSEE shall be free of all liability, damages or injury arising from structural failures of the
8 leased Premises, including, but not limited to external walls, glass, doors, roof and floor.
9 The Parties acknowledge that as between LESSOR and LESSEE, each is responsible
10 for the negligence of its own employees and invitees. This Section 13 shall survive expiration
11 or termination of this LEASE.
12 14. INSURANCE
13 A. LESSOR—Without limiting the LESSEE's right to obtain indemnification
14 from LESSOR or any third parties, LESSOR, at its sole expense, shall maintain in full force
15 and effect, the following insurance policies or a program of self-insurance, including but not
16 limited to, an insurance pooling arrangement of Joint Powers Agreement (JPA) throughout the
17 term of this LEASE:
18 I. Commercial General Liability - Commercial General Liability Insurance
19 with limits of not less than Two Million Dollars ($2,000,000) per
20 occurrence and an annual aggregate of Four Million ($4,000,000).
21 This policy shall be issued on a per occurrence basis. COUNTY may
22 require specific coverages including completed operations, products
23 liability, contractual liability, Explosion-Collapse-Underground, fire
24 legal liability or any other liability insurance deemed necessary
25 because of the nature of this contract.
26 II. Property Insurance —Against all risk of loss to property, at full
27 replacement cost with no coinsurance penalty provision.
28 III. Worker's Compensation -A policy of Worker's Compensation insurance
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1 as may be required by the California Labor Code.
2 LESSOR shall obtain endorsements to the Commercial General Liability
3 insurance naming the County of Fresno, its officers, agents, and employees, individually and
4 collectively, as additional insured, but only insofar as the operations under this LEASE are
5 concerned. Such coverage for additional insured shall apply as primary insurance and any
6 other insurance, or self-insurance, maintained by LESSEE, its officers, agents, and employees
7 shall be excess only and not contributing with insurance provided under LESSOR'S policies
8 herein. This insurance shall not be cancelled or changed without a minimum or thirty (30) days
9 advance written notice given to LESSEE.
10 LESSOR hereby waives its right to recover from LESSEE, its officers, agents,
11 and employees any amounts paid by the policy of worker's compensation insurance required
12 by this Agreement. LESSOR is solely responsible to obtain any endorsement to such policy
13 that may be necessary to accomplish such waiver of subrogation, but LESSOR's waiver of
14 subrogation under this paragraph is effective whether or not LESSOR obtains such an
15 endorsement.
16 Within (30) days from date LESSOR executes this LEASE, LESSOR shall
17 provide certificates of insurance and endorsement as stated above for all of the foregoing
18 policies, as required herein, to the County of Fresno, Attn: ISD Lease Services (L-356), 333 W.
19 Pontiac Way, Clovis, CA 93612, stating that such insurance coverages have been obtained
20 and are in full force; that the County, its officers, agents and employees will not be responsible
21 for any premiums on the policies; that such Commercial General Liability insurance names the
22 County, its officers, agents, and employees, individually and collectively, as additional insured,
23 but only insofar as the operations under this Lease are concerned; that such coverage for
24 additional insured shall apply as primary insurance an any other insurance, or self- insurance
25 shall not be cancelled or changed without a minimum of thirty (30) days advance, written
26 notice given to County.
27 In the event LESSOR fails to keep in effect at all times insurance coverage as
28 herein provided, the LESSEE may, in addition to other remedies it may have, suspend or
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1 terminate this LEASE upon the occurrence of such event.
2 All policies shall be with admitted insurers licensed to do business in the State of
3 California. Insurance purchased shall be purchased from companies possessing a current A.M
4 Best Company rating of A FSC VI or better.
5 1) LESSEE — Shall maintain during the term of this LEASE the following policies of
6 insurance, which coverages may be provided in whole or in part through one or more
7 programs of self-insurance:
8 a) Commercial General liability insurance with limits of not less than
9 Two Million Dollars ($2,000,000.00) per occurrence and an annual
10 aggregate of not less than Four Million Dollars ($4,000,000.00). This
11 policy shall be issued on an occurrence basis.
12 b) Property insurance covering the personal property of LESSEE.
13 III. A policy of Worker's Compensation insurance as may be required by the
14 California Labor Code.
15 15. NON-FUNDING TERMINATION - This LEASE is contingent on the allocation of
16 funds by a governmental agency. Should funds not be allocated, this LEASE may be
17 terminated by the County of Fresno Board of Supervisors without penalty by giving at least
18 thirty (30) days prior written notice to LESSOR. LESSEE shall pay to LESSOR, within forty-five
19 (45) days after the LEASE termination date, any accrued unpaid rent due LESSOR.
20 16. SURRENDER OF POSSESSION - Upon the expiration or termination of this
21 LEASE, LESSEE will surrender the Premises to LESSOR in such condition as that existing at
22 the commencement of this LEASE, less reasonable wear and tear, less the effects of any
23 Casualty as herein defined, and less the effects of any breach of LESSOR'S covenant to
24 maintain. LESSEE will not be responsible for any damage that LESSEE was not obligated
25 hereunder to repair. LESSOR and LESSEE will agree on a move-out procedure that shall
26 include determination of items that need to be repaired or cleaned by LESSEE.
27 17. FIXTURES - LESSOR agrees that any equipment, fixtures or apparatus installed
28 in or on the Premises by LESSEE shall continue to be the property of LESSEE and may be
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1 removed by LESSEE at any time. LESSEE shall repair any damage caused by the removal of
2 its fixtures. Any fixtures not removed when LESSEE surrenders possession shall become the
3 property of LESSOR. LESSEE acknowledges that window coverings currently exist and will
4 remain with the property when LESSEE surrenders possession.
5 18. RIGHT OF ENTRY— Excepting an emergency, LESSOR, or its representative(s),
6 upon giving twenty-four (24) hours written notice, shall have the right to enter the Premises at
7 any time during business hours, or at such other time as LESSEE and LESSOR deem
8 appropriate and mutually agreed upon, to make any alterations, repairs or improvements to
9 the Premises. The normal business of LESSEE or its invitees shall not be unnecessarily
10 inconvenienced. In the event of an emergency, LESSOR reserves the right to enter the
11 Premises at any and all times, provided LESSOR promptly notifies LESSEE of the entry as
12 soon thereafter as is feasible.
13 19. AMENDMENT - This LEASE maybe amended in writing by the mutual consent of
14 the Parties without in any way affecting the remainder.
15 20. NON-ASSIGNMENT- LESSEE shall not assign, transfer or sub-contract this
16 LEASE, or the rights or duties under this LEASE, without the prior written consent of the
17 LESSOR.
18 21. GOVERNING LAW - Venue for any action arising out of or relating to this LEASE
19 shall be in Fresno County, California. This LEASE shall be governed by the laws of the State
20 of California.
21 22. NOTICES -All notices given under this LEASE by either Party to the other Party
22 shall be in writing, and given by any one of the following methods:
23 A. Personal delivery to the applicable address as set for below; or
24 B. Sent by certified United States mail, first class postage prepaid, with
25 return receipt requested, to the applicable addresses as set forth below, in
26 which case such notice shall be deemed given three (3) business days if
27 LESSOR is the recipient, or three (3) business days if LESSEE is the
28 recipient, after such deposit and postmark with the United States Postal
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1 Service; or
2 C. Sent by a reputable overnight commercial courier, in which case such
3 notice shall be deemed given one (1) business day if LESSOR is the
4 recipient, or one (1) business day if LESSEE is the recipient, after such
5 deposit with that courier to the applicable addresses as set forth below.
6 D. A notice delivered by telephonic facsimile transmission or by PDF
7 document attached to an email is effective when transmission to the recipient
8 is completed (but, if such transmission is completed outside of County
9 business hours, then such delivery is deemed to be effective at the next
10 beginning of a County business day), provided that the sender maintains a
11 machine record of the completed transmission.
12 The addresses and telephone numbers of the Parties for purposes of giving or
13 receiving notices under this LEASE are as follows:
14
LESSEE: LESSOR:
15 County of Fresno (L-356) Rosenberg Associates
Director of Internal Services Attn: Vicki Rosenberg
16 333 W. Pontiac Way P.O. Box 137
Clovis, CA 93612 San Ardo, CA 93450
17 (559) 600-6200 (831) 596-2671
18 ISDBusinessOffice@fresnocountyca.gov Sanardol@att.net
Provided however, such notices may be given to such person or at such other place as either
19
of the Parties may from time to time designate by giving written notice to the other Party, and
20
provided further however, in any event notices of changes of address or termination of this
21
LEASE shall not be effective until actual delivery of such notice. Notices given hereunder shall
22
not be amendments or modifications to this LEASE. For all claims arising out of or related to
23
this LEASE nothing in this section establishes, waives, or modifies any claims presentation
24
requirements or procedures provided by law, including but not limited to the Government
25
Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810).
26
23. AUDITS AND INSPECTIONS —At LESSEE's request, LESSOR shall at anytime
27
during business hours, and as often as the LESSEE may deem necessary, make available to
28
the LESSEE for examination records and data with respect to the matters covered by this
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1 LEASE. The LESSOR shall, upon request by the LESSEE, permit the LESSEE to audit and
2 inspect all of such records and data necessary to ensure LESSOR'S compliance with the
3 terms of this LEASE.
4 If this LEASE exceeds ten thousand dollars ($10,000.00), LESSOR shall be subject to
5 the examination and audit of the California State Auditor for a period of three (3) years after
6 final payment under contract (Government Code Section 8546.7).
7 24. DISCLOSURE OF SELF-DEALING TRANSACTIONS
8 This provision is only applicable if the LESSOR is operating as a corporation (a for-
9 profit or non-profit corporation) or if during the term of the agreement, the LESSOR changes
10 its status to operate as a corporation.
11 Members of the LESSOR's Board of Directors shall disclose any self-dealing
12 transactions that they are a party to while LESSOR is providing goods or performing services
13 under this agreement. A self-dealing transaction shall mean a transaction to which the
14 LESSOR is a party and in which one or more of its directors has a material financial interest.
15 Members of the Board of Directors shall disclose any self-dealing transactions that they are a
16 party to by completing and signing a Self-Dealing Transaction Disclosure Form, attached
17 hereto as Exhibit B and incorporated herein by reference, and submitting it to the COUNTY
18 prior to commencing with the self-dealing transaction or immediately thereafter.
19 25. ESTOPPEL CERTIFICATE — LESSEE shall, at any time upon not less than thirty
20 (30) days prior request by LESSOR, execute, acknowledge and deliver to LESSOR a written
21 estoppel certificate, in a form satisfactory to LESSOR, certifying that this Lease is unmodified
22 and in full force and effect (or, if there have been modifications, that the same is in full force
23 and effect as modified and stating the modifications) and, if applicable, the dates to which the
24 Rent and any other charges have been paid in advance. Any such statement delivered
25 pursuant to this Section 25 may be relied upon by third persons, including a prospective
26 purchaser or encumbrancer of the Premises.
27 LESSEE'S failure to execute and deliver an estoppel certificate within thirty (30) days
28 after LESSEE'S receipt of LESSOR'S written request therefore shall be conclusive upon
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1 LESSEE that this Lease is in full force and effect, without modification except as may be
2 represented by LESSOR, that there are no uncured defaults in LESSOR'S performance, that
3 not more than one month's rental has been paid in advance, and that all other statements
4 required to be made in the estoppel certificate are conclusively made.
5 26. SUBORDINATION AND ATTORNMENT—At LESSOR'S option, this Lease shall
6 be subordinated to any mortgage or deed of trust which is now or shall hereafter be placed
7 upon the Premises, and LESSEE agrees to execute and deliver any instrument which may be
8 necessary to further effect the subordination of the Lease to any such mortgage or deed of
9 trust; provided, however, that such instrument of subordination shall provide, or the mortgagee
10 or beneficiary of such mortgage or deed of trust otherwise shall agree in writing in recordable
11 form delivered to LESSEE, that the mortgagee or beneficiary, including their successors and
12 assigns, recognize LESSEE's leasehold interest under this Lease and that so long as LESSEE
13 is not in default under this Lease, foreclosure of any such mortgage or deed of trust or sale
14 pursuant to exercise of any power of sale thereunder, or deed given in lieu thereof, shall not
15 affect this Lease or disturb or adversely affect LESSEE's leasehold interest in the Premises,
16 but such foreclosure or sale, or deed given in lieu thereof, shall be made subject to this Lease
17 which shall continue in full force and effect, binding on LESSEE, as lessee, and the transferee,
18 as lessor. LESSEE shall attorn to the transferee as if said transferee was LESSOR under this
19 Lease.
20 27. ENTIRE LEASE - This LEASE constitutes the entire LEASE between the
21 LESSOR and LESSEE with respect to the subject matter hereof and supersedes all prior
22 leases, negotiations, proposals, commitments, writings, advertisements, publications and
23 understandings of any nature whatsoever unless expressly referenced in this LEASE. This
24 LEASE shall be binding on and inure to the benefit of LESSOR's heirs, successors and
25 assigns.
26
27
28
COUNTY OF FRESNO
Fresno,California 14
L-356-Probation
1 IN WITNESS WHEREOF,the Parties hereto have executed this Lease as of the day and year
2 first hereinabove written.
3 LESSOR: LESSEE:
4 ROSE BERG AS CIATES COUNTY OF FRESNO
5 B i By :5M� 4;'�t�w�
Vicki Rosenberg, General a ner Robert W. Bash, Director of Internal
6 � �Q Services/Chief Information Officer
7
APPROVED AS TO LEGAL FORM:
8 Daniel
C. Ce/derborg, County Counsel
9 By /MOBXI
V Seputy
10 lJ
APPROVED AS TO ACCOUNTING FORM:
11 Oscar J. Garcia, CPA
Auditor-Controller/Treasurer-Tax Collector
12
13 j
14
15
16
17
18
19
20
21
22
23 FOR ACCOUNTING USE ONLY:
24
ORG: 3430
25 Account: 7340
Fund: 0001
26 Subclass: 10000
27
28
COUNTY OF FRESNO
Fresno,Calif—la 15
tenance ; , l '
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2�02
laf •% ��
Exhibit A
ion
v�1 Meg N Fine e
• , Fresno C 93 2�7
•.c zoao /�
20 o � �-� Perez�stat
Kleen T e Memorial = • 'o
h SBA Acco
Spherioln� &Tax Solutio
Exhibit B
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County'), members
of a contractor's board of directors (hereinafter referred to as "County Contractor"), must disclose any
self-dealing transactions that they are a party to while providing goods, performing services, or both for
the County. A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name,job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County.At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(S) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Exhibit B
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3)Disclosure(Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a):
(5)Authorized Signature
Signature: Date: