HomeMy WebLinkAboutAgreement A-17-627 with Wayne H. Towne Family Foundation Inc..pdf Agreement No. 17-627
L-012/1404LStreet
TowneFam i IyTrustOS S 5610
1 LEASE AGREEMENT
THIS LEASE AGREEMENT (hereinafter"LEASE") is made and entered into this 5th
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day of December 12017, by and between the WAYNE H. TOWNE FAMILY FOUNDATION,
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INC., 4948 N.Arthur Avenue, Fresno, CA 93705-0603 ( "LESSOR"), and the COUNTY OF
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FRESNO, a political subdivision of the State of California, 2220 Tulare Street, 21st Floor,
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Fresno, CA 93721-2106 ( "LESSEE").
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1. LEASED PREMISES - LESSOR hereby leases to LESSEE the property
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commonly known as 1404 L Street, Fresno, CA 93721, consisting of an approximately 28,823
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square foot building, fenced parking area adjacent to the north side of the building (107
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spaces), and unfenced alley parking (18 spaces) on the east side of the building, (together,
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the "Premises").
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2. TERM -The initial term of this LEASE shall be for two (2) years beginning December
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1, 2017 and ending November 30, 2019 ("Initial Term"). Upon expiration of the Initial Term, this
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LEASE shall be renewable for three (3) additional one-year periods. Such annual renewals
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shall occur automatically unless LESSEE provides LESSOR with written notice to the contrary
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at least one hundred eighty (180) days prior to the expiration of the then current LEASE term.
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In no event shall this LEASE extend beyond November 30, 2022.
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3. RENT - LESSEE agrees to pay to LESSOR rent for the Premises in advance on
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or about the first of each month, according to the following schedule:
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20 Lease Term Rent Per Month
21 December 1, 2017 $ 35,019.86
December 1, 2018 $ 35,720.26
22 December 1, 2019 $ 36,434.67
December 1, 2020 $ 37,163.36
23 December 1, 2021 $ 37,906.63
24 4. UTILITIES — LESSEE shall pay those metered costs associated with its use of
25 natural gas and electricity, water, garbage and sewer services, which are in addition to the rent.
26 LESSEE shall also pay all costs associated with its use of telephone service.
27 5. USE — LESSEE shall use the Premises as office space for the Department of
28 Social Services or for any other County of Fresno department, office, or agency. LESSEE
agrees to comply with all applicable laws, ordinances and regulations in connection with such
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1 use.
2 LESSOR covenants that the Premises are suitable for the intended use. LESSOR
3 further covenants that the Premises are in compliance with all applicable laws, ordinances and
4 regulations, including but not limited to safety regulations, health and building codes, and that
5 the Premises shall remain in such compliance throughout the term of this LEASE.
6 6. MAINTENANCE— LESSOR shall be responsible for the structural condition of the
7 Premises and all exterior maintenance, including but not limited to, elevator maintenance,
8 permitting and inspections, the air conditioning, heating, plumbing and electrical systems, fire
9 sprinklers and related systems, roof, painting, landscaping and parking lot. LESSOR
10 covenants that the Premises shall be maintained in substantially the same condition as that
11 existing at the commencement of this LEASE.
12 LESSOR shall be responsible for cleaning the exterior of the Premises including
13 outside walls and windows, two (2) times per year, on or about December 1 and June 1.
14 LESSOR shall also provide landscape maintenance four(4) times per year, to include
15 sweeping walkways, removing trash and debris from areas next to the building, and removing
16 or pruning shrubs and trees adjacent to the building and along the sidewalks. LESSOR shall
17 conduct the landscape maintenance on or about, December 1, March 1, June 1, and
18 September 1, of each year. LESSEE may request LESSOR to provide additional landscape
19 maintenance and trash cleanup if needed.
20 LESSOR shall be responsible for repairing any damage to the interior of the Premises
21 caused by the public or LESSEE's employees. LESSEE will reimburse LESSOR the costs of
22 all such repair work, provided that LESSOR submits to LESSEE a written cost estimate for
23 such work and LESSEE's Director of Internal Services or Director of Social Services, or a
24 designee of one of them, approves in writing any such cost estimate prior to performance of
25 the work.
26 LESSEE shall be responsible for interior janitorial services (including paper supplies), at
27 the Premises.
28 7. LESSOR'S WORK— LESSOR, at it sole cost, shall perform the work at the
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1 Premises set forth in Exhibit"A" attached hereto and incorporated herein by this
2 reference. Such work shall be completed within a reasonable time after the
3 execution of this LEASE but in no event any later than June 1, 2018.
4 8. COMPLIANCE WITH ALL LAWS — LESSOR acknowledges public funds
5 are used for payments made by LESSEE under this LEASE and for "public
6 work" project(s). LESSOR shall comply with, and shall ensure compliance
7 by all contractors and subcontractors with, all applicable laws and
8 regulations, including the payment of prevailing wages pursuant to Section
9 1770 et.seq. of the Labor Code.
10 9. TERMINATION —This LEASE may be terminated if any of the following occur:
11 A. LESSEE may terminate this LEASE if LESSOR has materially breached any
12 obligation stated in this LEASE.
13 B. LESSOR may terminate this LEASE, if LESSEE has materially breached
14 any obligation of LESSEE stated in this LEASE.
15 C. NON-FUNDING TERMINATION - This LEASE is contingent on the
16 allocation of funds by a governmental agency. Should funds not be
17 allocated, this LEASE may be terminated by the Board of Supervisors by
18 giving at least thirty (30) days prior written notice to LESSOR. LESSEE shall
19 pay to LESSOR, within forty-five (45) days after the LEASE termination date,
20 any unpaid rent due LESSOR.
21 Except in the event LESSEE terminates pursuant to Section 9-C. NON-FUNDING
22 TERMINATION above, if either LESSOR or LESSEE chooses to terminate this LEASE as
23 provided herein, then: (a) written notice of such termination shall be provided to the other party,
24 and (b) where required by this LEASE, such notice shall specify the reason for termination and,
25 (c) unless otherwise provided in this LEASE, such notice shall have an effective a date of
26 termination of not less than ninety (90) days from the date of such notice.
27 In case of any termination of this LEASE by LESSEE, either the County Administrative
28 Officer, or the Director of Internal Services/Chief Information Officer, or the Director of the
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1 Department of Social Services, or one of their designees, is authorized to provide such notice
2 to terminate this LEASE.
3 10. BREACH OF OBLIGATION TO MAINTAIN - In the event LESSOR breaches its
4 obligation to maintain the Premises as herein provided, LESSEE shall give written notice to
5 LESSOR within fifteen (15) days of the discovery of such breach. LESSOR shall then have
6 thirty (30) days from the date of notice to cure its breach, provided, however, that if the item of
7 maintenance is of such a nature that it requires more than thirty (30) days to complete, then
8 LESSOR shall have such additional time as is necessary to complete such maintenance as
9 long as LESSOR commences work on such maintenance within said thirty (30) day period and
10 diligently prosecutes such maintenance to completion. Subject to the foregoing, if the period
11 for cure expires and if, in LESSEE'S sole determination, LESSOR has failed to cure, and then
12 LESSEE may, at its election:
13 A. Terminate this LEASE upon thirty(30)days written notice to LESSOR. In such
14 case, LESSEE shall have the right to demand LESSOR refund any monies
15 which were paid to LESSOR pursuant to the LEASE but which were not earned
16 by LESSOR by consequence of its breach. Upon receipt of such demand,
17 LESSOR shall promptly refund all such monies; or
18 B. Cure LESSOR'S breach and deduct the cost of such cure, together with
19 reasonable administrative costs not to exceed 10% of the total cost to cure,
20 from LESSEE'S future rent obligation. LESSEE'S decision to cure LESSOR'S
21 breach shall not constitute a waiver of any rights or remedies that LESSEE may
22 have arising from this LEASE or by operation of law.
23 11. DESTRUCTION OR DAMAGE FROM CASUALTY- If the Premises are damaged
24 or destroyed as a result of fire, earthquake, act of God, or any other identifiable event of a
25 sudden, unexpected, or unusual nature (hereinafter the "Casualty"), then LESSOR shall either
26 promptly and diligently repair the damage at his own cost, or terminate this LEASE as
27 hereinafter provided.
28 (A) LESSOR'S Election to Repair: If LESSOR elects to repair the Casualty
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1 damage to the Premises, then it shall within fifteen (15) days after the date
2 of Casualty provide written notice (hereinafter"Notice of Repair")to LESSEE
3 indicating the anticipated time required to repair. LESSOR shall bear the
4 cost of all repairs to the Premises, including the cost to repair any alterations
5 or fixtures installed or attached thereto by LESSEE. Such repairs shall
6 restore the Premises to substantially the same condition as that existing
7 immediately prior to the Casualty; such repairs shall also be made in
8 compliance with all applicable state and local building codes. LESSOR shall
9 not be liable to LESSEE for compensation for any loss of business, or any
10 inconvenience or annoyance arising from repair of the Premises as a result
11 of the Casualty except for rent reduction as hereinafter provided. LESSEE
12 shall be responsible at its sole cost and expense for the replacement of its
13 personal property.
14 (B) LESSOR'S Election to Terminate Due to Casualty: LESSOR may only elect
15 to terminate the LEASE due to the Casualty if: the Premises have been
16 destroyed or substantially destroyed by the Casualty; and the estimated time
17 to repair the Premises exceeds sixty (60) days from the date of the Casualty.
18 LESSOR shall provide LESSEE with written notice of its election to
19 terminate within fifteen (15) days after the date of the Casualty.
20 (C) Rent Reduction Due to Casualty: In the event of Casualty, LESSEE'S
21 obligation to pay rent shall be reduced beginning on the date of the
22 Casualty. Such reduction shall be proportional to the damage caused to the
23 Premises by the Casualty as determined by LESSEE. If LESSOR elects to
24 repair the Premises pursuant to the terms of this LEASE, then the rent
25 reduction shall continue until the date of substantial completion of repair.
26 (D) LESSEE'S Election to Terminate Due to Casualty: If LESSEE does not
27 receive a Notice of Repair from LESSOR within fifteen (15) days after the
28 Casualty, or if the anticipated period of repair contained in the Notice of
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1 Repair exceeds sixty (60) days, then LESSEE may elect to terminate this
2 LEASE as hereinafter provided. LESSEE shall provide LESSOR with written
3 notice of its election to terminate this Lease, specifying a termination date
4 not less than thirty (30) days from the date of said notice. In such case,
5 LESSEE shall have the right to demand that LESSOR refund any monies
6 which, in the judgment of LESSEE, were paid to LESSOR pursuant to the
7 LEASE but which were not earned by LESSOR by consequence of the
8 Casualty. Upon receipt of such demand, LESSOR shall promptly refund all
9 such monies.
10 12. HOLD HARMLESS - LESSOR agrees to indemnify, save, hold harmless, and at
11 LESSEE'S request, defend the LESSEE, its officers, agents, and employees from any and all
12 costs and expenses, damages, liabilities, claims, and losses occurring or resulting to LESSEE
13 in connection with the performance, or failure to perform, by LESSOR, its officers, agents, or
14 employees under this LEASE, and from any and all costs and expenses, damages, liabilities,
15 claims, and losses occurring or resulting to any person, firm, or corporation who may be injured
16 or damaged by the performance, or failure to perform of LESSOR, its officers, agents, or
17 employees under this LEASE. This LEASE is made upon the expressed condition that the
18 LESSEE is to be free of all liability, damages or injury arising from structural failures of the
19 leased Premises, including, but not limited to external walls, doors, roof and floor. The parties
20 acknowledge that as between LESSOR and LESSEE, each is responsible for damages to the
21 Premises or third parties which results from the negligence of its own employees and invitees.
22 13. INSURANCE - LESSOR shall, at its sole expense, maintain in full force and
23 effect during the term of this LEASE the following policies of insurance:
24 (A) Commercial General liability insurance with limits of not less than One
25 Million Dollars ($1,000,000) per occurrence and an annual aggregate limit of
26 not less than Two Million Dollars ($2,000,000). This policy shall be issued
27 on an occurrence basis; and
28 (B) Fire insurance and extended coverage.
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1 Within thirty (30) days of the execution of this LEASE, LESSOR shall provide LESSEE
2 with certificates of insurance evidencing that the requisite insurance has been acquired. The
3 policy is to be written by an admitted insurer licensed to do business in California and with an
4 A.M. Best rating of A FSC VII or better. A Certificate of Insurance confirming the insurance
5 coverage as described in this Section shall be mailed to: County of Fresno, Internal Services,
6 Attn: Lease Services (L-012), 333 W. Pontiac Way, Clovis, CA 93612.
7 LESSEE shall maintain during the term of this LEASE the following policies of
8 insurance, which coverages may be provided in whole or in part through one or more programs
9 of self-insurance:
10 (A) Commercial General liability insurance with limits of not less than One
11 Million Dollars ($1,000,000) per occurrence and an annual aggregate of not
12 less than Two Million Dollars ($2,000,000). This policy shall be issued on an
13 occurrence basis.
14 (B) All-Risk property insurance covering the personal property of LESSEE.
15 Waiver of Subrogation. LESSEE and LESSOR agree that insurance carried or
16 required to be carried by either of them against loss or damage to property by fire, flood,
17 earthquake, acts of terrorism, acts of war, or other casualty shall contain a clause whereby the
18 insurer waives its right to subrogation against the other party, it elected officials, directors,
19 employees, volunteers, and agents, and each party shall indemnify the other against any loss
20 or expense, including reasonable attorneys' fees, resulting from the failure to obtain such
21 waiver.
22 14. SURRENDER OF POSSESSION - Upon the expiration or termination of this
23 LEASE, LESSEE will surrender the Premises to LESSOR in such condition as existing at the
24 commencement of this LEASE less reasonable wear and tear, less the effects of any Casualty
25 as herein defined, and less the effects of any breach of LESSOR'S covenant to maintain.
26 LESSEE will not be responsible for any damage which LESSEE was not obligated hereunder
27 to repair.
28 15. FIXTURES - LESSOR agrees that any equipment, fixtures or apparatus installed
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1 in or on the Premises by LESSEE shall continue to be the property of LESSEE and may be
2 removed by LESSEE at any time. LESSEE shall repair any damage caused by the removal of
3 fixtures. Any fixtures not removed when LESSEE surrenders possession shall become the
4 property of LESSOR.
5 16. RIGHT OF ENTRY- LESSOR, or its representative(s), upon giving 24 hours
6 written notice, shall have the right to enter the Premises at any time during business hours, or
7 at such other time as LESSEE deems appropriate, to make any alterations, repairs or
8 improvements to the Premises. The normal business of LESSEE or its invitees shall not be
9 unnecessarily inconvenienced.
10 17. AMENDMENT -This LEASE may be amended in writing by the mutual consent of
11 the parties without in any way affecting the remainder.
12 18. NON-ASSIGNMENT—Neither party shall assign, transfer or sub-contract this
13 LEASE, or its rights or duties under this LEASE, without the prior written consent of the other
14 party, which consent shall not be unreasonably withheld or denied, except that LESSOR may sell
15 or refinance the Premises or any part thereof, in which case LESSOR shall promptly notify
16 LESSEE in writing of such sale or refinancing...
17 19. GOVERNING LAW-Venue for any action arising out of or relating to this LEASE
18 shall be in Fresno County, California. This LEASE shall be governed by the laws of the State
19 of California.
20 20. NOTICES -All notices to be given under this LEASE by either Party to the other
21 Party shall be in writing, and given by any one of the following methods:
22 (i) Personal delivery; or
23 (ii) Sent by certified United States mail,first class postage prepaid,with
24 return receipt requested,to the applicable addresses as set forth below, in which case such notice
25 shall be deemed given three (3) business days if LESSOR is the recipient, or three (3) LESSEE
26 business days if LESSEE is the recipient, after such deposit and postmark with the United States
27 Postal Service; or
28 (iii) Sent by a reputable overnight commercial courier, in which case
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1 such notice shall be deemed given one (1) business day if LESSOR is the recipient, or one (1)
2 LESSEE business day if LESSEE is the recipient, after such deposit with that courier to the
3 applicable addresses as set forth below.
4 The addresses of the Parties for purposes of giving receiving notices under this LEASE are
5 as follows:
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LESSEE: LESSOR:
7 County of Fresno Wayne H. Towne Family Foundation, Inc.
Robert W. Bash (L-012) Patricia A. Towne, Treasurer
8 Director of Internal Services 4948 N. Arthur Ave.
333 W. Pontiac Way Fresno, CA 93705-0603
9 Clovis, CA 93612
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11 Provided however, such notices may be given to such person or at such other place as
12 either of the Parties may from time to time designate by giving written notice to the other Party, and
13 provided further however, in any event notices of changes of address or termination of this LEASE
14 shall not be effective until actual delivery of such notice. Notices given hereunder shall not be
15 amendments or modifications to this LEASE.
16 21. INDEPENDENT CONTRACTOR- In performance of the work, duties and
17 obligations assumed by LESSOR under this Agreement, it is mutually understood and agreed
18 that LESSOR, including any and all of the LESSOR'S officers, agents, and employees will at all
19 times be acting and performing as an independent contractor, and shall act in an independent
20 capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of
21 the LESSEE. Furthermore, LESSEE shall have no right to control or supervise or direct the
22 manner or method by which LESSOR shall perform its work and function. However, both
23 LESSOR and LESSEE shall retain the right to administer this LEASE so as to verify that each is
24 performing its obligations in accordance with the terms and conditions thereof.
25 LESSOR and LESSEE shall comply with all applicable provisions of law and the rules
26 and regulations, if any, of governmental authorities having jurisdiction over matters the subject
27 thereof.
28 Because of its status as an independent contractor, LESSOR shall have absolutely no
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1 right to employment rights and benefits available to LESSEE's employees. LESSOR shall be
2 solely liable and responsible for providing to, or on behalf of, its employees all legally-required
3 employee benefits. In addition, LESSOR shall be solely responsible and save LESSEE
4 harmless from all matters relating to payment of LESSOR'S employees, including compliance
5 with Social Security withholding and all other regulations governing such matters. It is
6 acknowledged that during the term of this LEASE, LESSOR may be providing services to
7 others unrelated to the LESSEE or to this LEASE.
8 22. DISCLOSURE OF SELF DEALING TRANSACTIONS —This provision is only
9 applicable if the LESSOR is operating as a corporation (a for-profit or non-profit corporation) or
10 if during the term of this LEASE, the LESSOR changes its status to operate as a corporation.
11 Members of LESSOR'S Board of Directors shall disclose any self-dealing transactions
12 that they are a party to while LESSOR is providing goods or performing services under this
13 LEASE. A self-dealing transaction shall mean a transaction to which the LESSOR is a party
14 and in which one or more of its directors has a material financial interest. Members of the
15 Board of Directors shall disclose any self-dealing transactions that they are a party to by
16 completing and signing a Self-Dealing Transaction Disclosure Form Exhibit"B", attached
17 hereto and by this reference incorporated herein, and submitting it to the County of Fresno
18 prior to commencing with the self-dealing transaction or immediately thereafter.
19 23. WARRANTY -The individual(s) executing this LEASE on behalf of LESSOR
20 represent and warrant to LESSEE that they are fully authorized and legally authorized to
21 execute this LEASE on behalf of LESSOR and that such execution is binding upon all parties
22 holding an ownership interest in the Premises.
23 24. ESTOPPEL CERTIFICATE— LESSEE shall, at any time upon not less than thirty
24 (30) days prior to a request by LESSOR, execute, acknowledge and deliver to LESSOR a
25 written estoppel certificate, in form satisfactory to LESSOR, certifying that this LEASE is
26 unmodified and in full force and effect (or, if there have been modifications, that the same is in
27 full force and effect as modified and stating the modifications) and, if applicable, the dates to
28 which the rent and any other charges have been paid in advance. Any such statement
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1 delivered pursuant to this Section 24 may be relied upon by third persons, including a
2 prospective purchaser or encumbrancer of the Premises.
3 LESSEE'S failure to execute and deliver an estoppel certificate within thirty (30) days
4 after LESSEE'S receipt of LESSOR'S written request therefore shall be conclusive upon
5 LESSEE that this LEASE is in full force and effect, without modification except as may be
6 represented by LESSOR, that there are no uncured defaults in LESSOR'S performance, that
7 not more than one month's rental has been paid in advance, and that all other statements
8 required to be made in the estoppel certificate are conclusively made.
9 25. SUBORDINATION AND ATTORNMENT—At LESSOR'S option, this LEASE shall
10 be subordinated to any mortgage or deed of trust which is now or shall hereafter be placed
11 upon the Premises, and LESSEE agrees to execute and deliver any instrument which may be
12 necessary to further effect the subordination of this LEASE to any such mortgage or deed of
13 trust; provided, however, that such instrument of subordination shall provide, or the mortgagee
14 or beneficiary of such mortgage or deed of trust otherwise shall agree in writing in recordable
15 form delivered to LESSEE, that the mortgagee or beneficiary, including their successors and
16 assigns, recognize LESSEE's leasehold interest under this LEASE and that so long as
17 LESSEE is not in default under this Lease, foreclosure of any such mortgage or deed of trust
18 or sale pursuant to exercise of any power of sale thereunder, or deed given in lieu thereof,
19 shall not affect this LEASE but such foreclosure or sale, or deed given in lieu thereof, shall be
20 made subject to this LEASE, which shall continue in full force and effect, binding on LESSEE,
21 as lessee, and the transferee, as lessor. LESSEE shall attorn to the transferee as if said
22 transferee was LESSOR under this LEASE.
23 26. AUDITS AND INSPECTIONS: At the request of COUNTY, the LESSOR shall
24 make available to the CALIFORNIA STATE AUDITOR for examination and audit all of its
25 records and data with respect to those matters connected with the performance of this
26 contract, including, but not limited to, the costs of administering the contract.
27 If this Agreement exceeds ten thousand dollars ($10,000.00), LESSOR shall be subject
28 to the examination and audit of the CALIFORNIA STATE AUDITOR for a period of three (3)
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1 years after final payment under contract. (Government Code Section 8546.7).
2 27. ENTIRE LEASE-This LEASE constitutes the entire LEASE between the LESSOR
3 and LESSEE with respect to the subject matter hereof and supersedes all prior leases,
4 negotiations, proposals, commitments, writings, advertisements, publications, and
5 understandings of any nature whatsoever unless expressly referenced in this LEASE.
6 This LEASE shall be binding on and inure to the benefit of LESSOR'S heirs,
7 successors and assigns. EXECUTED as of the date first herein written.
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LESSOR LESSEE
2 Wayne H. Towne Family Foundation Inc. Coun sno
Mary.F1` wne, President Brian Pacheco, Chairman to the Board of
4 Supervisors of the County of Fresno
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Patricia A. Towne, Treasure
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7 ATTEST:
4948 N.Arthur Avenue Bernice E. Seidel
8 Fresno, CA. 93705-0603 Clerk to the Board of Supervisors
County of Fresno, State of California
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By:
10 FOR ACCOUNTING USE ONLY: Deputy
Org No.: 56107001
11 Account No./Fund/Sub: 7340/0001/10000
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1 Exhibit A
L-012
2 1404 L Street, Fresno, CA 93721
3
4 Lessor to perform the following at 1404 L Street:
5 Flooring: Deep clean and polish elevator floor and reception floor
6 after repair. Clean front public flooring material.
7 Replace damaged floor tiles in reception, and replace
8 public entrance flooring material.
9 Other: Maintain the parking lot in a condition acceptable to both
10 parties.
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Exhibit B
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2 SELF-DEALING TRANSACTION DISCLOSURE FORM
3 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
4 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:
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"A self-dealing transaction means a transaction to which the corporation is a party and in
6 which one or more of its directors has a material financial interest"
7 The definition above will be utilized for purposes of completing this disclosure form.
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10 INSTRUCTIONS
11 I (1) Enter board member's name,job title (if applicable), and date this disclosure is being
made.
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(2) Enter the board member's company/agency name and address.
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(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
14 County. At a minimum, include a description of the following:
15 a. The name of the agency/company with which the corporation has the transaction; and
16 b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
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(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
18 provisions of the Corporations Code.
19 (5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
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2 (1)Company Board Member Information:
Name: Date:
3 Job
Title:
4 (2)Company/Agency Name and Address:
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9 3 Disclosure Please describe the nature of the self-dealing transaction you area a to
( } ( 9 Y RrtY ):
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16 (4)Explain why this self-dealing transaction is consistent with the requirements of Corporations
Code 5233(a):
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5 Authorized Signature
23 Signature: Date:
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