HomeMy WebLinkAboutL-361 FDSA Parking Lease.pdf 1 LEASE AGREEMENT
2 This Lease Agreement ("Agreement") is dated JV14 ,3 1, 202 3 and is between
3 FRESNO DEPUTY SHERIFF'S ASSOCIATION, INC., a California nonprofit corporation
4 ("Lessor"), and the County of Fresno, a political subdivision of the State of California ("Lessee").
5 Article 1
6 Leased Premises
7 1.1 Leased premises. The Lessor hereby leases to the Lessee a portion of the parking
8 lot at the location commonly known as 1360 Van Ness Ave, Fresno, CA 93721, consisting of 78
9 parking stalls, as shown on Exhibit"A" (the "Premises").
10 1.2 Representation. The Lessor represents that the leased Premises includes
11 approximately 78 parking stalls.
12 (A) The Lessor covenants that the Premises are in compliance with all applicable
13 laws, ordinances and regulations, including but not limited to safety regulations, health
14 and building codes, including, without limitation, the Americans with Disabilities Act and
15 that the Premises shall remain in such compliance throughout the term of this
16 Agreement.
17 1.3 Compliance with Laws. The Lessor shall, at its own cost, comply with all applicable
18 federal, state, and local laws and regulations in the performance of its obligations under this
19 Agreement, including but not limited to workers compensation, labor, and confidentiality laws
20 and regulations.
21 Article 2
22 Lessee's Responsibilities
23 2.1 The Lessee shall use the Premises as a parking lot for its employees or agents. The
24 Lessee agrees to comply with applicable laws, ordinances and regulations in connection with
25 such use.
26 2.2 No Subletting—Lessee shall not assign or sublease any of the parking stalls as
27 described in Exhibit A, or any portion of the Premises.
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1 Article 3
2 Rent, Invoices, and Payments
9 3.1 The Lessee agrees to pay, and the Lessor agrees to receive, rent for its use of
4 Premises oo described in Exhibit^B^. LEGSEE'o obligations to pay rent due under this LEASE
5 shall be subject to LESSEE's constitutional debt limitation (Article XVI, Section 19 of the
O California Constitution). LESSEE shall pay to LESSOR without offset, demand, or prior notice,
7 fair market rent for the Premises onor before the first of each month, according to schedule in
D ExhibitB.
9 A. Penalty - If at any anytime LESSEE amends this Lease to contract for less than 78
10 parking opmcee. LESSEE oho|| be penalized in the amount of the then-current annual
11 Rent Per Stall rate, for each parking space contracted back toLESSOR.
12 3.2 Utilities. The Lessor shall pay the metered costs for utility services.
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A. Maintenance.
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LESSOR shall be responsible for all maintenance of the Premises, including but not limited to,
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maintenance of the parking stalls and surrounding areas. LESSOR shall sweep orotherwise
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clean the Premises on a sufficiently frequent basis, and as requested by LESSEE, to keep it
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free oftrash, debris, glass and other foreign materials. LESSEE may install signa0edesignating
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the stalls that are leased to LESSEE. LESSEE is responsible for removing signage upon
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. expiration or other termination of the terms of this LEASE. In the event that any or all of the
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parking stalls on the Premises are unusable by the LESSEE due to scheduled or unscheduled
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maintenance by the LESSOR or for any other reason unrelated to the acts of LESSEE,
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LESSOR shall provide to the LESSEE m number cf alternative parking stalls (in the garage
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within which the Premises are located) equal 1othe amount ofparking stalls that are unusable
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by LESSEE, for the entire duration of the maintenance and/or non-use by LESSEE. In the event
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that alternative parking stalls cannot be made available to the LESSEE, LESSOR shall reduce
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the rent for the month in which the maintenance occurred by a pro-nato annoumd, as calculated
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by using the formula below. The reduction in rent may be applied as a credit towards the
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following month's rent. LESSOR shall notify LESSEE of any scheduled maintenance as soon as
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it becomes known, and not less than 5days' notice, along with an anticipated schedule for the
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parking lot maintenance. This notice may be sent via email to
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ISDContracts@FresnoCountyCA.gov.
4 3.3 Invoices. The Lessor shall submit monthly invoices to the Internal Services
5 Department, Attn: Business Office, 333 W. Pontiac Way, Clovis, CA 93612
6 (isdbusinessoffice@fresnocountyca.gov) The Lessor shall submit each invoice 60 days prior the
7 month in which the Lessor performs services and in any case within 60 days after the end of the
8 term or termination of this Agreement.
9 3.4 Payment. The Lessee shall pay rent for each month for each correctly completed
10 and submitted invoice not later than the first day of the month, provided however, such due date
11 shall be extended by each day that Lessor is late in submitting such correctly completed invoice
12 under Section 3.3.
13 3.5 Incidental Expenses.The Lessor is solely responsible for all of its costs and
14 expenses that are not specified as payable by the Lessee under this Agreement.
15 Article 4
16 Term of Agreement
17 4.1 Term. This Agreement is effective upon execution and terminates after three years
18 except as provided in section 4.2, "Extension," or Article 6, "Termination and Suspension,"
19 below.
20 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
21 year periods. The extensions shall be executed automatically unless written notice of non-
22 renewal is provided by one of the parties to the other at least 60 days before the first day of the
23 next one-year extension period. The County Administrative Officer or the Director of Internal
24 Services/Chief Information Officer or his or her designee is authorized to sign the written notice
25 of non-renewal on behalf of the Lessee. The extension of this Agreement by the Lessee is not a
26 waiver or compromise of any default or breach of this Agreement by the Lessor existing at the
27 time of the extension whether or not known to the Lessee.
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1 Article 5
2 Notices
3 5.1 Contact Information. The persons and their addresses having authority to give and
4 receive notices provided for or permitted under this Agreement include the following:
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For the Lessee:
0 Director ofInternal 8ervicen/Chief|nfornloUon C)ffivar
County ofFresno
7 333VK Pontiac Way
Clovis, CA83812
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8 For the Lessor:
President
10 Fresno Deputy SherifyoAeeociaUon. Unc.
13OO Van Ness Ave
11 Fresno, CA83721
erio'uohnnidt@freonndma.org
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5.3 Change of Contact Information. Either party may change the information insection
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5.1 by giving notice as provided in section 5.3-
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5.3 Method of Delivery. Each notice between the Lessee and the Lessor provided for or
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permitted under this Agreement must be in writing, state that it is a notice provided under this
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Agreement, and be delivered either by personal service, by first-class United States mail, by an
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overnight commercial courier service, or by Portable Document Format (PDF) document
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attached toonemail.
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(A) A notice delivered by personal service is effective upon service to the recipient.
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(B) A notice delivered by first-class United States mail is effective three Lessee
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business days after deposit in the United States mail, postage prepaid, addressed to the
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recipient.
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(C)A notice delivered by an overnight commercial courier service is effective one
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Lessee business day after deposit with the overnight commercial courier service,
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delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
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the recipient.
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(D)A notice delivered by PDF document attached to an email is effective when
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transmission to the recipient is completed /but, if such transmission is completed outside
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1 of Lessee business hours, then such delivery is deemed to be effective at the next
2 beginning of a Lessee business day), provided that the sender maintains a machine
3 record of the completed transmission.
4 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
5 nothing in this Agreement establishes, waives, or modifies any claims presentation
6 requirements or procedures provided by law, including the Government Claims Act(Division 3.6
7 of Title 1 of the Government Code, beginning with section 810).
8 Article 6
9 Termination and Suspension
10 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
11 contingent on the approval of funds by the appropriating government agency. If sufficient funds
12 are not allocated, then the Lessee, upon at least 30 days' advance written notice to the Lessor,
13 may:
14 (A) Modify the services provided by the Lessor under this Agreement; or
15 (B) Terminate this Agreement.
16 6.2 Termination for Breach.
17 (A) Upon determining that a breach (as defined in paragraph (C) below) has
18 occurred, the Lessee may give written notice of the breach to the Lessor. The written
19 notice may suspend performance under this Agreement, and must provide at least 30
20 days for the Lessor to cure the breach.
21 (B) If the Lessor fails to cure the breach to the Lessee's satisfaction within the time
22 stated in the written notice, the Lessee may terminate this Agreement immediately.
23 (C) For purposes of this section, a breach occurs when, in the determination of the
24 Lessee, the Lessor has:
25 (1) Obtained or used funds illegally or improperly;
26 (2) Failed to comply with any part of this Agreement;
27 (3) Submitted a substantially incorrect or incomplete report to the Lessee; or
28 (4) Improperly performed any of its obligations under this Agreement.
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1 6.3 Termination without Cause. In circumstances other than those set forth above, the
2 Lessee may terminate this Agreement by giving at least 30 days advance written notice to the
3 Lessor.
4 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the Lessee
5 under this Article 6 is without penalty to or further obligation of the Lessee.
6 6.5 Lessee's Rights upon Termination. Upon termination for breach under this Article
7 6, the Lessee may demand repayment by the Lessor of any monies disbursed to the Lessor
8 under this Agreement that, in the Lessee's sole judgment, were not expended in compliance
9 with this Agreement, for the period of time from the commission/omission by Lessor that
10 constituted the breach. The Lessor shall promptly refund all such monies upon demand. This
11 section survives the termination of this Agreement.
12 Article 7
13 Independent Lessor
14 7.1 Status. In performing under this Agreement, the Lessor, including its officers,
15 agents, employees, and volunteers, is at all times acting and performing as an independent
16 Lessor, in an independent capacity, and not as an officer, agent, servant, employee,joint
17 venturer, partner, or associate of the Lessee.
18 7.2 Verifying Performance. The Lessee has no right to control, supervise, or direct the
19 manner or method of the Lessor's performance under this Agreement, but the Lessee may
20 verify that the Lessor is performing according to the terms of this Agreement.
21 7.3 Benefits. Because of its status as an independent contractor, the Lessor has no
22 right to employment rights or benefits available to Lessee employees. The Lessor is solely
23 responsible for providing to its own employees all employee benefits required by law. The
24 Lessor shall save the Lessee harmless from all matters relating to the payment of the Lessor's
25 employees, including compliance with Social Security withholding and all related regulations.
26 7.4 Services to Others. The parties acknowledge that, during the term of this
27 Agreement, the Lessor may provide services to others unrelated to the Lessee.
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1 Article 8
2 Indemnity and Defense
3 8.1 Indemnity. The Lessor shall indemnify and hold harmless and defend the Lessee
4 (including its officers, agents, employees, and volunteers) against all claims, demands, injuries,
5 damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of
6 any kind to the Lessee, the Lessor, or any third party that arise from or relate to the
7 performance or failure to perform by the Lessor(or any of its officers, agents, subcontractors, or
8 employees) under this Agreement. The Lessee may conduct or participate in its own defense
9 without affecting the Lessor's obligation to indemnify and hold harmless or defend the Lessee.
10 8.2 Survival. This Article 8 survives the termination of this Agreement.
11 Article 9
12 Insurance
13 9.1 The Lessor shall comply with all the insurance requirements in Exhibit D to this
14 Agreement.
15 Article 10
16 Inspections, Audits, and Public Records
17 10.1 Inspection of Documents. The Lessor shall make available to the Lessee, and the
18 Lessee may examine at any time during business hours and as often as the Lessee deems
19 necessary, all of the Lessor's records and data with respect to the matters covered by this
20 Agreement, excluding attorney-client privileged communications. The Lessor shall, upon
21 request by the Lessee, permit the Lessee to audit and inspect all of such records and data to
22 ensure the Lessor's compliance with the terms of this Agreement.
23 10.2 State Audit Requirements. If the compensation to be paid by the Lessee under this
24 Agreement exceeds $10,000, the Lessor is subject to the examination and audit of the
25 California State Auditor, as provided in Government Code section 8546.7, for a period of three
26 years after final payment under this Agreement. This section survives the termination of this
27 Agreement.
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1 10.3 Public Records. The Lessee is not limited in any manner with respect to its public
2 disclosure of this Agreement or any record or data that the Lessor may provide to the Lessee.
3 The Lessee's public disclosure of this Agreement or any record or data that the Lessor may
4 provide to the Lessee may include but is not limited to the following:
5 (A) The Lessee may voluntarily, or upon request by any member of the public or
6 governmental agency, disclose this Agreement to the public or such governmental
7 agency.
8 (B) The Lessee may voluntarily, or upon request by any member of the public or
9 governmental agency, disclose to the public or such governmental agency any record or
10 data that the Lessor may provide to the Lessee, unless such disclosure is prohibited by
11 court order.
12 (C)This Agreement, and any record or data that the Lessor may provide to the
13 Lessee, is subject to public disclosure under the Ralph M. Brown Act (California
14 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
15 (D)This Agreement, and any record or data that the Lessor may provide to the
16 Lessee, is subject to public disclosure as a public record under the California Public
17 Records Act (California Government Code, Title 1, Division 10, Chapter 3, beginning
18 with section 7920.200) ("CPRA").
19 (E) This Agreement, and any record or data that the Lessor may provide to the
20 Lessee, is subject to public disclosure as information concerning the conduct of the
21 people's business of the State of California under California Constitution, Article 1,
22 section 3, subdivision (b).
23 (F) Any marking of confidentiality or restricted access upon or otherwise made with
24 respect to any record or data that the Lessor may provide to the Lessee shall be
25 disregarded and have no effect on the Lessee's right or duty to disclose to the public or
26 governmental agency any such record or data.
27 10.4 Public Records Act Requests. If the Lessee receives a written or oral request
28 under the CPRA to publicly disclose any record that is in the Lessor's possession or control, and
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1 which the Lessee has a right, under any provision of this Agreement or applicable law, to
2 possess or control, then the Lessee may demand, in writing, that the Lessor deliver to the
3 Lessee, for purposes of public disclosure, the requested records that may be in the possession
4 or control of the Lessor. Within five business days after the Lessee's demand, the Lessor shall
5 (a) deliver to the Lessee all of the requested records that are in the Lessor's possession or
6 control, together with a written statement that the Lessor, after conducting a diligent search, has
7 produced all requested records that are in the Lessor's possession or control, or(b) provide to
8 the Lessee a written statement that the Lessor, after conducting a diligent search, does not
9 possess or control any of the requested records. The Lessor shall cooperate with the Lessee
10 with respect to any Lessee demand for such records. If the Lessor wishes to assert that any
11 specific record or data is exempt from disclosure under the CPRA or other applicable law, it
12 must deliver the record or data to the Lessee and assert the exemption by citation to specific
13 legal authority within the written statement that it provides to the Lessee under this section. The
14 Lessor's assertion of any exemption from disclosure is not binding on the Lessee, but the
15 Lessee will give at least 10 days' advance written notice to the Lessor before disclosing any
16 record subject to the Lessor's assertion of exemption from disclosure. The Lessor shall
17 indemnify the Lessee for any court-ordered award of costs or attorney's fees under the CPRA
18 that results from the Lessor's delay, claim of exemption, failure to produce any such records, or
19 failure to cooperate with the Lessee with respect to any Lessee demand for any such records.
20 Article 11
21 Disclosure of Self-Dealing Transactions
22 11.1 Applicability. This Article 11 applies if the Lessor is operating as a corporation, or
23 changes its status to operate as a corporation.
24 11.2 Duty to Disclose. If any member of the Lessor's board of directors is party to a self-
25 dealing transaction, he or she shall disclose the transaction by completing and signing a "Self-
26 Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to the
27 Lessee before commencing the transaction or immediately after.
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1 11.3 Definition. "Self-dealing transaction" means a transaction to which the Lessor is a
2 party and in which one or more of its directors, as an individual, has a material financial interest.
3 Article 12
4 General Terms
5 12.1 Breach of Obligation to Maintain. In the event the Lessor breaches its obligation to
6 maintain the Premises as herein provided, the Lessee may give written notice to the Lessor
7 within 15 days of the discovery of such breach. The Lessor shall then have 30 days from the
8 date of notice to cure its breach. If the period for cure expires and if, in the Lessees' reasonable
9 determination, the Lessor has failed to cure, then the Lessee may, at their election:
10 (A) Terminate this Agreement as herein after provided. In such case, the Lessee
11 shall have the right to demand the Lessor refund any monies which, in the judgement of
12 the Lessee, were paid to the Lessor pursuant to the Agreement but which were not
13 earned by the Lessor by consequence of its breach. Upon receipt of such demand, the
14 Lessor shall promptly refund all such monies; or
15 (B) Cure the Lessor's breach and deduct the cost of such cure, together with
16 reasonable administrative costs, from the Lessees' future rent obligation. The Lessee's
17 decision to cure the Lessor's breach shall not constitute a waiver of any rights or
18 remedies that Lessee may have arising from this Agreement or by operation of law.
19 12.2 Destruction or Damage from Casualty. If the Premises are damaged or destroyed
20 as a result of fire, earthquake, act of God, or any other identifiable event of a sudden,
21 unexpected, or unusual nature (hereinafter"Casualty"), then the Lessor shall either promptly
22 and diligently repair the damage at its own cost, or terminate the Agreement as hereinafter
23 provided.
24 (A) If the Lessor elects to repair the Casualty damage to the Premises, then it shall
25 within 30 days after the date of Casualty provide written notice (hereinafter"Notice of
26 Repair")to the Lessee indicating the anticipated time required to repair. The Lessor shall
27 bear the cost of all repairs to the Premises, including the cost to repair any alteration or
28 fixtures installed or attached thereto by the Lessee. Such repairs shall restore the
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1 Premises to substantially the same condition as the existing at the commencement of
2 this Agreement and shall be made in compliance with all applicable state and local
3 building codes. The Lessor shall not be liable to the Lessee for compensation for any
4 loss of business, or any inconvenience or annoyance arising from repair of the Premises
5 as a result of the Casualty except for rent reduction as hereinafter provided. The Lessee
6 shall be responsible at its sole cost and expense for the replacement of its personal
7 property.
8 (B) The Lessor may only elect to terminate the Agreement due to Casualty if: the
9 Premises have been destroyed or substantially destroyed by said Casualty; and the
10 estimated time to repair the Premises exceeds 240 days from the date of the Casualty.
11 The Lessor shall provide the Lessee with written notice of its election to terminate within
12 30 days after the date of Casualty.
13 (C)In the event of Casualty, the Lessee's obligation to pay rent shall be reduced
14 beginning on the date of the Casualty. Such reduction shall be proportional to the
15 damage caused to the Premises by the Casualty as determined by the Lessee. If the
16 Lessor elects to repair the Premises pursuant to the terms of this Agreement, then the
17 rent reduction shall continue until the date of the local governing body issuing a safe to
18 stock certificate for the Premises.
19 (D)If the Lessee does not receive a Notice of Repair from Lessor within 30 days
20 after a Casualty, or if the anticipated period of repair contained in the Notice of Repair
21 exceeds 240 days, then the Lessee may elect to terminate this Agreement as hereinafter
22 provided. In such case, the Lessee shall have the right to demand that the Lessor refund
23 any monies which, in the judgment of the Lessee, were paid to the Lessor pursuant to
24 the Agreement but which were not earned by the Lessor by consequence of the
25 Casualty. Upon receipt of such demand, the Lessor shall promptly refund all such
26 monies.
27 12.3 Surender of Possession. Upon the expiration or termination of this Agreement, the
28 Lessee will surrender the Premises to Lessor in such condition as that existing at the
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1 commencement of this Agreement, less reasonable wear and tear, less the effects of any
2 Casualty as herein defined, and less the effects of any breach of the Lessor's covenant to
3 maintain. The Lessee will not be responsible for any damage with the Lessee is not obligated
4 here under to repair.
5 12.4 Fixtures. The Lessee agrees that any equipment, fixtures or apparatus installed in or
6 on the Premises by the Lessor shall continue to be the property of Lessor and may be removed
7 by Lessor at any time. Lessor shall repair damage caused by the removal of its fixtures. Any
8 fixtures installed by the Lessee and not removed when the Lessee surrenders possession shall
9 become the property of the Lessor.
10 12.5 Right of Entry. The Lessor, or its representative(s), upon twenty-four(24) hour
11 notice, shall have the right to enter the Premises at any time during business hours, or at such
12 other time as the Lessee deems appropriate, to make any alterations, repairs or improvements
13 to the Premises. The normal business of the Lessee or its invitees shall not be unnecessarily
14 inconvenienced. In the event of an emergency, the Lessor may enter the Premises at any time
15 without giving prior notice to the Lessee.
16 12.6 12.6 Estoppel Certificate. LESSEE shall, at any time upon not less than sixty (60)
17 days' prior written request by LESSOR, execute, acknowledge and deliver to LESSOR a written
18 estoppel certificate, in a form satisfactory to LESSEE, certifying that this Lease is unmodified
19 and in full force and effect (or, if there have been modifications, that the same is in full force and
20 effect as modified and stating the modifications) and, if applicable, the dates to which the
21 monthly rent and any other charges have been paid in advance.Any such statement delivered
22 pursuant to this Section 24 may be relied upon by third persons, including a prospective
23 purchaser or encumbrancer of the Premises.
24 12.7 Subordination, Non-Disturbance and Attornment - If after the Effective Date,
25 LESSOR desires to obtain a loan from a bank(the "Bank") and thereby encumbers the Real
26 Property with a deed of trust("Deed of Trust"), the Parties agree, and LESSOR shall cause the
27 Bank, as beneficiary of the Deed of trust, to agree, to enter into a Subordination, Non-
28 Disturbance, and Attornment Agreement ("SNDA") in form and substance reasonably
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1 acceptable to LESSEE, LESSOR, and the Bank. The agreed-upon SNDA shall include the
2 following terms, generally outlined below, which outline not an exhaustive list of terms, or the
3 specific terms, for the agreed-upon SNDA.
4 (A) This LESSEE shall subordinate the priority of this Lease to the Deed of Trust.
5 (B) In the event of a foreclosure of the Deed of Trust, or a transfer of the Real
6 Property in lieu thereof or in any other manner whereby Bank or its successors-in-
7 interest succeed to the interest of LESSOR under this Lease, so long as there shall then
8 exist no breach or event of default by LESSEE under this Lease which has continued to
9 exist for such period of time (after notice, if any, required by this Lease) as would entitle
10 LESSOR to terminate this Lease: (a)this Lease, including the leasehold interest of
11 LESSEE hereunder, shall not be disturbed or otherwise adversely affected by reason of
12 such foreclosure or transfer of the Real Property in lieu thereof or in any other manner;
13 (b) other than as set forth in the SNDA, none of LESSEE's rights and interest under this
14 Lease, shall be affected in any way by reason of any default under the Deed of Trust,
15 and this Lease shall continue in full force and effect; (c) Bank and its successors-in-
16 interest shall recognize and accept LESSEE as the lessee under this Lease, subject to
17 the terms and conditions of this Lease as modified by the SNDA; (d)the Bank and its
18 successors-in-interest as lessor under this Lease, shall have all of the rights and
19 obligations of LESSOR under this Lease (provided that neither Bank nor such
20 successors-in-interest shall be liable for any act or omission of LESSOR as the prior
21 lessor under this Lease, except that LESSEE shall be entitled to exercise all of its rights
22 and remedies under this Lease with respect to continuing defaults hereunder resulting
23 from the acts or omissions of LESSOR arising after Bank, or its successor-in-interest,
24 has received LESSEE's notice to Bank, or its successor-in-interest, with respect to such
25 defaults and has not, after a reasonable opportunity to cure, under the SNDA cured the
26 same under the SNDA); (e) Bank shall not join LESSEE as a party defendant in any
27 action or foreclosure proceeding unless such joinder is with respect to this Lease,
28 including the Real Property, and required by law to foreclose the Deed of Trust, then
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1 only for such purpose and not for the purpose of terminating this Lease; and (f) LESSEE
2 shall boaMornto the Bank, and its transferee, ooif the Bank and such transferee were
3 LESSOR under this Lemsm�
.
4 (C) Upon LESSEE'oreceipt of written demand from Bank, which shall include notice
5 of same has been given in writing to LESSOR, that Bank has elected to terminate the
0 Lease granted to LESSOR to collect Rents from LESSEE under this Lease, as provided
7 in the Deed of Trust, and directing LESSEE to make payment thereof directly to Bank,
8 (a) LESSEE shall, for any Rents due and payable thirty (30) days thereafter, comply with
8 such written demand and direction to pay and shall not be required to determine whether
10 LESSOR is in default under any obligations to Bank, or to honor any conflicting demand
11 from LESSOR, and (b) LESSEE shall be entitled to full credit under this Lease for any
12 Rents paid to Bank in accordance with such written demand and direction to the same
13 extent aoif such Rents were paid directly toLESSOR;
14 (0) Any disputes between or among the Bank, including its successors-in-interest,
15 and LESSOR shall be dealt with and adjusted solely between or among the Bank,
10 including its ouomamoors-in-inba rest, and LESSOR; and
17 (E) The SN[A shall be governed by California law.
18 12.8 Modification. Except as provided in Article 6, "Termination and Suspension,"this
19 Agreement may not be modified, and no waiver is effective, except by written agreement signed
20 by both parties. The Lessor acknowledges that Lessee employees have no authority to modify
21 this Agreement except oe expressly provided in this Agreement.
22 12'9 Non-Assignment. Neither party may assign its rights or delegate its obligations
23 under this Agreement without the prior written consent of the other party.
24 12.10 Governing Law. The laws of the State of California govern all matters arising from
25 or related to this Agreement.
26 12.11 Jurisdiction and Venue. This Agreement ia signed and performed inFresno
27 County, California. The Lessor consents toCalifornia jurisdiction for actions arising from or
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1 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
2 brought and maintained in Fresno County.
3 12.12 Construction. The final form of this Agreement is the result of the parties' combined
4 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
5 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
6 against either party.
7 12.13 Days. Unless otherwise specified, "days" means calendar days.
8 12.14 Headings. The headings and section titles in this Agreement are for convenience
9 only and are not part of this Agreement.
10 12.15 Severability. If anything in this Agreement is found by a court of competent
11 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
12 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
13 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
14 intent.
15 12.16 Nondiscrimination. During the performance of this Agreement, the Lessor shall not
16 unlawfully discriminate against any employee or applicant for employment, or recipient of
17 services, because of race, religious creed, color, national origin, ancestry, physical disability,
18 mental disability, medical condition, genetic information, marital status, sex, gender, gender
19 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
20 all applicable State of California and federal statutes and regulation.
21 12.17 No Waiver. Payment, waiver, or discharge by the Lessee of any liability or obligation
22 of the Lessor under this Agreement on any one or more occasions is not a waiver of
23 performance of any continuing or other obligation of the Lessor and does not prohibit
24 enforcement by the Lessee of any obligation on any other occasion.
25 12.18 Entire Agreement.This Agreement, including its exhibits, is the entire agreement
26 between the Lessor and the Lessee with respect to the subject matter of this Agreement, and it
27 supersedes all previous negotiations, proposals, commitments, writings, advertisements,
28 publications, and understandings of any nature unless those things are expressly included in
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1 this Agreement. If there is any inconsistency between the terms of this Agreement without its
2 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
3 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
4 exhibits.
5 12.19 No Third-Party Beneficiaries. This Agreement does not and is not intended to
6 create any rights or obligations for any person or entity except for the parties.
7 12.20 Memorandum of Lease—Upon the parties' execution of this LEASE, the parties
8 shall enter into a Memorandum of Lease in recordable form and which utilizes a notary for the
9 parties' signatures (attached hereto and incorporated herein by this reference as Exhibit E).
10 LESSEE is authorized to immediately thereafter record the fully-executed Memorandum of
11 Lease against the Premises with the County of Fresno Recorder's Office.
12 12.21 Authorized Signature. The Lessor represents and warrants to the Lessee that:
13 (A) The Lessor is duly authorized and empowered to sign and perform its obligations
14 under this Agreement.
15 (B) The individual signing this Agreement on behalf of the Lessor is duly authorized
16 to do so and his or her signature on this Agreement legally binds the Lessor to the terms
17 of this Agreement.
18 12.22 Electronic Signatures. The parties agree that this Agreement may be executed by
19 electronic signature as provided in this section.
20 (A) An "electronic signature" means any symbol or process intended by an individual
21 signing this Agreement to represent their signature, including but not limited to (1) a
22 digital signature; (2) a faxed version of an original handwritten signature; or(3) an
23 electronically scanned and transmitted (for example by PDF document)version of an
24 original handwritten signature.
25 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
26 equivalent to a valid original handwritten signature of the person signing this Agreement
27 for all purposes, including but not limited to evidentiary proof in any administrative or
28
16
1 judicial proceeding, and (2) has the same force and effect as the valid original
2 handwritten signature of that person.
3 (C)The provisions of this section satisfy the requirements of Civil Code section
4 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
5 Part 2, Title 2.5, beginning with section 1633.1).
6 (D) Each party using a digital signature represents that it has undertaken and
7 satisfied the requirements of Government Code section 16.5, subdivision (a),
8 paragraphs (1)through (5), and agrees that each other party may rely upon that
9 representation.
10 (E) This Agreement is not conditioned upon the parties conducting the transactions
11 under it by electronic means and either party may sign this Agreement with an original
12 handwritten signature.
13 12.23 Severability. Each provision of this Agreement is severable from any and all other
14 provisions of this Agreement. Should any provision(s) of this Agreement be for any reason
15 unenforceable, the balance shall nonetheless be of full force and effect.
16 12.24 Force Majeure. In the event that either party hereto shall be delayed or hindered in
17 or prevented from the performance of any act required hereunder by reason of strikes, lockouts,
18 adverse weather(including rain), inability to procure labor or materials, failure of power,
19 restrictive governmental laws or regulations, riots, insurrection, war, fire or other casualty, then
20 performance of such act shall be excused for the period of the delay and the period from the
21 performance of any such act shall be extended for a period equivalent to the period of such
22 delay (any such delay is herein referred to as an "Force Majeure Delay"). In no event shall the
23 Lessee's inability to satisfy a monetary obligation hereunder constitute or be subject to Force
24 Majeure Delay.
25 12.25 Counterparts. This Agreement may be signed in counterparts, each of which is an
26 original, and all of which together constitute this Agreement.
27 [SIGNATURE PAGE FOLLOWS]
28
17
1 The parties are signing this Agreement on the date stated in the introductory clause.
2
FRESNO DEPUTY SHERIFF'S COUNTY OFFRESNO
3 ASSOCIATION f`
4
Robert W. Bash, Director of Internal
5 Services/Chief Information Officer
1,,s:n,.m Uri xn,xox ooeo rm
6
Eric Schmidt, President
7
1360 Van Ness Ave APPROVED AS TO LEGAL FORM
8 Fresno, CA 93721 Daniel C. Cederborg, County Counsel
Naea6ie NutaU
9 By: N,,-1.....,nu("11S.2-.903 roll
Deputy
10
11 APPROVED AS TO ACCOUNTING FORM
Oscar J. Garcia, CPA
12 Auditor-Controller/Treasurer-Tax Collector
13 By:0—Go,I(M2 xOx]11:31 Pill
14
15 For accounting use only:
16 Org No.: 8935
Account No.: 7340
17 Fund No.: 1045
Subclass No.: 10000
18
19
20
21
22
23
24
25
26
27
28
18
Exhibit A
1 Leased Premises
2
3
4 z \
5Ala
12
_
10
I .4
13
14
15
16 tt
17
18
F:env It ,
i
19 ka ' 'o: '� GOtctiatt,�zry: � crta
20v
21 -
22
CCU trC t S
23
24
25
26
27
28
A-1
Exhibit B
1 Rent Schedule
2
3 Rent Per #of Monthly Annual
Stall Stalls Rent Rent
4 $40.00 78 $3,120.00 $37,440.00
5
6 Pro-rata formula as described in Section 3.4
7
Current Monthly #of days in month/ (regardless of = Cost per stall
8
Example Rate per stall holidays) /per day
9 $40.00 / 30 = $1.33
10
11 Cost per #of days
stall /per X unusable
sable stalls X stalls are = Reduction in rent
12 Example day unu unusable
13 $1.33 X 78 X 5 = $518.70
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
B-1
Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the Lessee of Fresno ("Lessee"), members of a
Lessor's board of directors ("Lessee Lessor"), must disclose any self-dealing transactions that
they are a party to while providing goods, performing services, or both for the Lessee. 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 used 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
Lessee. 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
Exhibit C
(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§ 6233(a)
(5)Authorized Signature
Signature: Date:
C-2
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the Lessee's right to obtain indemnification from the Lessor or any third parties,
the Lessor, at its sole expense, shall maintain in full force and effect the following insurance
policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Lessor shall obtain an endorsement to this
policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the Lessee
is excess only and not contributing with insurance provided under the Lessor's policy.
(B) Automobile Liability.Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
2. Additional Requirements
(A) Verification of Coverage.Within 30 days after the Lessor signs this Agreement, and at
any time during the term of this Agreement as requested by the Lessee's Risk Manager
or the County Administrative Office, the Lessor shall deliver, or cause its broker or
producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th Floor,
Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by mail or
email to the person identified to receive notices under this Agreement, certificates of
insurance and endorsements for all of the coverages required under this Agreement.
(i) Each insurance certificate must state that: (1)the insurance coverage has been
obtained and is in full force; (2) the Lessee, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3)the Lessor
has waived its right to recover from the Lessee, its officers, agents, employees,
and volunteers any amounts paid under any insurance policy required by this
Agreement and that waiver does not invalidate the insurance policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
D-1
Exhibit D
insurance and any other insurance, or self-insurance, maintained by the Lessee
shall be excess only and not contributing with insurance provided under the
Lessor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VII.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Lessor shall provide to the Lessee, or ensure that the policy requires the
insurer to provide to the Lessee, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Lessor shall, or shall cause the insurer to, provide written notice to the
Lessee not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Lessor shall, or shall
cause the insurer to, provide written notice to the Lessee not less than 30 days in
advance of cancellation or change. The Lessee in its sole discretion may determine that
the failure of the Lessor or its insurer to timely provide a written notice required by this
paragraph is a breach of this Agreement.
(D) Lessee's Entitlement to Greater Coverage. If the Lessor has or obtains insurance with
broader coverage, higher limits, or both, than what is required under this Agreement,
then the Lessee requires and is entitled to the broader coverage, higher limits, or both.
To that end, the Lessor shall deliver, or cause its broker or producer to deliver, to the
Lessee's Risk Manager certificates of insurance and endorsements for all of the
coverages that have such broader coverage, higher limits, or both, as required under
this Agreement.
(E) Waiver of Subrogation. The Lessor waives any right to recover from the Lessee, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Lessor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Lessor's waiver of subrogation under this paragraph is effective whether
or not the Lessor obtains such an endorsement.
(F) Lessee's Remedy for Lessor's Failure to Maintain. If the Lessor fails to keep in effect
at all times any insurance coverage required under this Agreement, the Lessee may, in
addition to any other remedies it may have, suspend or terminate this Agreement upon
the occurrence of that failure, or purchase such insurance coverage, and charge the cost
of that coverage to the Lessor. The Lessee may offset such charges against any
amounts owed by the Lessee to the Lessor under this Agreement.
(G)Subcontractors. The Lessor shall require and verify that all subcontractors used by the
Lessor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Lessor to provide services under this Agreement using subcontractors.
D-2
Exhibit
EXHIBIT E
This document is recorded solely for the purposes
of and benefit of the COUNTY OF FRESNO, a
political subdivision of the State of California. See
below for exemptions of this recorded document
from recording fees and documentary transfer tax.
AND WHEN RECORDED MAIL TO:
County of Fresno FOR RECORDER'S USE ONLY
Director of Internal Services/
Chief Information Officer
333 W. Pontiac Way
Clovis, CA 93612
EXEMPT FROM RECORDING FEES PURSUANT TOGOV'T. CODE SECTIONS 8183. 273B3
AND 27388'1(o)/2\(D)/AB110. GB2\AND DOCUMENTARY TRANSFER TAX PURSUANT TO
REVENUE AND TAXATION CODE SECTION 11822'
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE ("Memorandum") is made and entered into this
dayof____2O23. bymndbetweontheCountyofFneano. apoliticmyaubdivisionoftheStataof
California ("Lessee"), whose address as of the date hereof is 333 W. Pontiac Way, Clovis,
California 93612, and Fresno Deputy Sheriff's Association, Inc. ("Lessor"), whose address is
138O Van Ness Ave, Fresno, CA93731.
A. Lessor represents that it is the sole fee owner of that certain improved real
property located in Fresno County, State of California, and having a street address of 1360 Van
Ness Ave, Fresno, CAB3721 (the "Real Property");
B. Pursuant to that certain Lease Agreement nf the same date aa this Memorandum
of Lease (the"Lease Agreement"), Lessor has leased to Lessee certain Premises (as defined in
the Lease Agreement) located on and constituting a portion of the Real Property;
C. The Lease Agreement is effective upon execution, and its initial term is three (3)
years. Upon the expiration of the initial term, the Lease Agreement may be extended for no
more than two, one-year periods. In no event shall the term of this Agreement extend beyond
five years after the date ofexecution;
O. Pursuant to the terms and conditions of the Lease Agreement, this Memorandum
is to be recorded in the Official Records of the Fresno County Recorder with respect to the Real
Property, for the purpose of memorializing the existence of the Lease Agreement, and the terms
and conditions of which inure to the benefit of, and bind the Lessor, the Lessee, and their
respective auooaaeora and assigns. Any third-party interested in obtaining information about the
Lease Agreement may contact the parties ot the above-referenced addresses;
E. /\copy of the Lease Agreement may be obtained from the Clerk cf the Fresno
County Board of Supervisors, 2281 Tulare Straat, Fresno, California 83721
E-1
Exhibit
F. This Memorandum of Lease does not constitute the Lease Agreement, and io
only an abbreviated form, containing a summary of only a few of the terms and conditions of the
Lease Agreement. |n the event that there io any inconsistency between this Memorandum of
Lease and the Lease Agreement, the terms and conditions of the Lease Agreement shall prevail
over this Memorandum ofLease.
IN WITNESS WHEREOF, this Memorandum of Lease has been executed as of the day
and year first above written.
LESSOR: LESSEE:
FF(EGNC) DEPUTY SHERIFF'S COUNTY []FFREGN{J:
ASSOCIATION, INC.
By: uy
Robert N( Bash, Director ofInterna| Services/
Chief Information Officer
[Notary Attestation-Attached]
[NcteryAdaotation_Atached]
Exhibit E
CALIFORNIA NOTARY 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 FYeSn D
On Ju `J 11 25 k -2.UZ.3 before me 0. G4 { _ insert name and title of
the officer), personally appeared ( . who proved to me on the
basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) 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.
WITNESS my hand and official seal.
Signature (Seal)
Normypu x.
Lw� =I
C May 1z aI
E-3
Exhibit E
CALIFORNIA NOTARY 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
On before me, (insert name and title of
the officer), personally appeared who proved to me on the
basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) 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.
WITNESS my hand and official seal.
Signature (Seal)
E-4
FDSA Parking Lease (002)
Final Audit Report 2023-07-27
Created: 2023-07-27
By: Melissa Rouse(mrouse@fresnocountyca.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAsxvyDgTAPKmNOYtAiA6KejpHgLd3dvPn
TDSA Parking Lease (002)" History
1 Document created by Melissa Rouse (mrouse@fresnocountyca.gov)
2023-07-27-5:44:55 PM GMT
C; Document emailed to Oscar Garcia (ogarcia@fresnocountyca.gov)for signature
2023-07-27-5:47:03 PM GMT
Email viewed by Oscar Garcia (ogarcia@fresnocountyca.gov)
2023-07-27-6:32:15 PM GMT
dQ Document e-signed by Oscar Garcia (ogarcia@fresnocountyca.gov)
Signature Date:2023-07-27-6:32:24 PM GMT-Time Source:server
Agreement completed.
2023-07-27-6:32:24 PM GMT
Q Adobe Acrobat Sign