HomeMy WebLinkAboutAgreement A-23-319 Lease Agreement and MOL with SCCCD .pdf Agreement No. 23-319
STATE CENTER COMMUNITY COLLEGE DISTRICT
FULTON PARKING STALL LEASE
LEASE AGREEMENT
THIS LEASE AGREEMENT ("LEASE") is made and entered into this 1st day of July 2023, by
and between State Center Community College District ("SCCCD"), ("LESSOR"), and the COUNTY OF
FRESNO, a political subdivision of the state of California, 333 W. Pontiac Way, Clovis, CA 93612
("LESSEE"). LESSOR and LESSEE may, hereinafter, be referred to collectively as "parties" or
individually as "party".
1. LEASED PREMISES — LESSOR hereby leases to LESSEE a portion of the parking lot
located at 1140 Broadway Plaza, Fresno, CA 93721, consisting of 430 parking stalls, distributed
between Floors 3—6, as shown on Exhibit "A" ("Premises"), attached, and incorporated by this
reference. It will be open parking for employees on these three floors.
2. NO SUBLETTING — LESSEE shall not assign or sublease any of the 430 parking stalls
as described in Exhibit A, or any portion of the Premises; however, nothing in this Section 2 shall
preclude LESSEE from making the parking stalls available to LESSEE's officers, agents, employees,
representatives, customers, invitees and/or contractors.
3. TERM —The initial term of this LEASE shall commence on July 1, 2023 and terminate
on June 30, 2024 (the "Initial Term") unless terminated earlier, and as provided herein. Upon the
expiration of the Initial Term, this LEASE shall be renewable for four (4) additional one-year periods,
unless terminated earlier, and as provided herein. Such renewals shall occur by written approval of
both parties, executed at least 60 days before the first day of the next one-year extension period. The
County Administrative Officer or the Director of Internal Services/Chief Information Officer or his or her
designee is authorized to sign the written approval on behalf of the LESSEE based on the LESSOR's
satisfactory performance. In no event shall the term of this LEASE extend beyond five years. In the
case of any non-renewal of this LEASE, the Vice Chancellor of Operation for LESSOR, or the District
Director of Procurement and Contracts for LESSOR, or a designee of one of them, is authorized to
provide written notice of such non-renewal at least 60-days before the first day of the next one-year
extension period.
4. RENT— LESSEE's obligations to pay rent due under this LEASE shall be subject to
LESSEE's constitutional debt limitation (Article XVI, Section 19 of the California Constitution). LESSEE
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shall pay to LESSOR without offset, demand, or prior notice, fair market rent for the Premises on or
before the first of each month, according to the following schedule:
Rent Term Rent Per Stall Monthly Rent
Year 1 $55.00 $23,650.00
Year 2 $57.75 $24,832.50
Year 3 $60.64 $26,075.20
Year 4 $63.67 $27,378.10
Year 5 $66.85 $28,745.50
a) Penalty - If at any anytime LESSEE amends this Lease to contract for less than 430
parking spaces, LESSEE shall be penalized in the amount of the then-current
annual Rent Per Stall rate, for each parking space contracted back to LESSOR.
5. MAINTENANCE —LESSOR shall be responsible for all maintenance of the Premises,
including but not limited to, maintenance of the parking stalls and surrounding areas. LESSOR shall
sweep or otherwise clean the Premises on a sufficiently frequent basis, and as requested by LESSEE,
to keep it free of trash, debris, glass and other foreign materials. LESSEE may install signage
designating the stalls that are leased to LESSEE. LESSEE is responsible for removing signage upon
expiration or other termination of the terms of this LEASE.
In the event that any or all of the parking stalls on the Premises are unusable by the LESSEE
due to scheduled or unscheduled maintenance by the LESSOR or for any other reason unrelated to the
acts of LESSEE, LESSOR shall provide to the LESSEE a number of alternative parking stalls (in the
garage within which the Premises are located) equal to the amount of parking stalls that are unusable
by LESSEE, for the entire duration of the maintenance and/or non-use by LESSEE. In the event that
alternative parking stalls cannot be made available to the LESSEE, LESSOR shall reduce the rent for
the month in which the maintenance occurred by a pro-rata amount, as calculated by using the formula
below. The reduction in rent may be applied as a credit towards the following month's rent. LESSOR
shall notify LESSEE of any scheduled maintenance as soon as it becomes known, and not less than
5days' notice, along with an anticipated schedule for the parking lot maintenance. This notice may be
sent via email to ISDContracts@FresnoCountyCA.gov.
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Current Monthly # of weekdays in Cost per stall
Rate per stall / month (regardless = /per weekday
of holidays)
Example $55.00 / 20 = $2.75
Cost per stall # of stalls # of days -
/per weekday X unusable X stalls are - Reduction in rent
unusable
$2.75 X 100 X 5 = $1,375
6. SECURITY- LESSOR maintains security in the adjacent building at 1171 Fulton Street,
Fresno, CA 93721 from 7:00 am to 7:00 pm, Monday through Friday. Security officers, located in the
District office adjacent to the Premise, are available for assistance in the garage upon request by
LESSEE's staff who utilize the Premises, and the security officers shall perform routine checks through
the garage during the security hours of 7:00 AM to 7:00 PM, Monday through Friday. The SCCCD
Security Desk can be reached at 559-243-7921 during their security hours above.
7. USE - LESSEE shall use the Premises only Monday through Friday as a parking lot for
its officers, agents, employees, representatives, customers, invitees and/or contractors. LESSEE shall
not use the Premises or disturb the LESSOR on Saturdays or Sundays. LESSEE agrees to comply with
all applicable laws, ordinances and regulations in connection with such use.
LESSOR covenants that the Premises are suitable for the LESSEE's intended use. LESSOR
covenants that the Premises are in compliance with all applicable laws, ordinances, and regulations
including, but not limited to, safety regulations, health and building codes, and that the Premises shall
remain in such compliance throughout the term of this LEASE.
8. COMPLIANCE WITH ALL LAWS -As to the Premises, LESSOR acknowledges public
funds are used for payments made by LESSEE under this LEASE. Accordingly, if any work is
undertaken at the Premises by or on behalf of LESSOR, it may be deemed a "public works" project,
and LESSOR shall comply with, and shall ensure compliance by all contractors and subcontractors
with, all applicable laws and regulations, including the payment of prevailing wages pursuant to Section
1770 et seq. of the Labor Code, and as described herein.
In accordance with Labor Code section 1770, et seq., the Director of the Department of Industrial
Relations of the State of California has determined the general prevailing wages rates and employer
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payments for health and welfare pension, vacation, travel time and subsistence pay as provided for in
Section 1773.1, apprenticeship or other training programs authorized by Section 3093, and similar
purposes applicable to the work to be done.
Information pertaining to applicable Prevailing Wage Rates may be found on the website for the
State of California— Department of Industrial Relations: http://www.dir.ca.gov/oprl/PWD/index.htm.
Information pertaining to applicable prevailing wage rates for apprentices may be found on the website for
the State of California— Department of Industrial Relations:
http://www.dir.ca.gov/oprl/pwappwage/PWAppWageStart.asp.
It shall be mandatory upon LESSOR, LESSOR'S contractor, and upon any subcontractor to pay
not less than the prevailing wage rates, including overtime and holiday rates, to all workers, laborers, or
mechanics employed for work completed to the Premises under this LEASE, including those workers
employed as apprentices. Further, CONTRACTOR and each subcontractor shall comply with Labor Code
sections 1777.5 and 1777.6 concerning the employment of apprentices. A copy of the above-mentioned
prevailing wage rates shall be posted by LESSOR at the job site for any work completed on the Premises
under this LEASE, where it will be available to any interested party.
LESSOR shall comply with Labor Code section 1775, and shall forfeit as a penalty to the County of
Fresno Two Hundred Dollars ($200.00)for each calendar day or portions thereof, for each worker paid
less than the prevailing wage rates for the work or craft in which the worker is employed for any work done
under this LEASE by LESSOR, LESSOR'S contractor, or by any subcontractor under LESSOR in violation
of Labor Code section 1770, et seq. In addition to the penalty, the difference between the prevailing wage
rates and amount paid to each worker for each calendar day or portion thereof for which each worker was
paid less than the prevailing wage rate shall be paid to each worker by LESSOR, LESSOR'S contractor, or
subcontractor.
LESSOR, LESSOR'S contractor, and subcontractor shall keep an accurate record showing the
name, address, social security number, work classification, straight time and overtime hours worked each
day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other
employee employed by him or her in connection with any work completed to the Premises under this
LEASE. In accordance with Labor Code section 1776, each payroll record shall be certified and verified by
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a written declaration under penalty of perjury stating that the information within the payroll record is true
and correct and that LESSOR, LESSOR'S contractor, or subcontractor have complied with the
requirements of Labor Code sections 1771, 1811 and 1815 for any work performed by their employees on
the Premises under this LEASE. These records shall be open at all reasonable hours to inspection by
LESSEE, its officers and agents, and to the representatives of the State of California— Department of
Industrial Relations, including but not limited to the Division of Labor Standards Enforcement.
9. INDEPENDENT CONTRACTOR—The relationship between LESSOR and LESSEE shall
always and only be that of a landlord-tenant with respect to the Premises. It is mutually understood and
agreed that LESSOR and LESSEE, including any and all of their respective officers, agents, and
employees will at all times be acting and performing in an independent capacity and not as an officer,
agent, servant, employee,joint venturer, partner, or associate of the other party. Furthermore, neither party
shall have the right to control or supervise or direct the manner or method by which the other party shall
perform its work and function. However, LESSEE and LESSOR shall retain the right to administer this
LEASE so as to verify that the other party is performing its obligations in accordance with the terms and
conditions thereof.
LESSOR and LESSEE shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
Because of the landlord-tenant relationship between LESSOR and LESSEE, neither LESSOR nor
LESSEE shall have any right to employment rights and benefits available to the other party's employees.
Each party shall be solely liable and responsible for providing to, or on behalf of, its employees all
legally-required employee benefits. In addition, each party shall be solely responsible and save the other
party harmless from all matters relating to payment of such party's employees, including compliance with
Social Security withholding and all other regulations governing such matters. It is acknowledged that during
the term of this LEASE, LESSOR may be providing services to others unrelated to the LESSEE or to this
LEASE.
10. BREACH OF OBLIGATION TO MAINTAIN — In the event LESSOR breaches its
obligation to maintain the Premises as herein provided, LESSEE may give written notice to LESSOR
within fifteen (15) days of the discovery of such breach. LESSOR shall then have thirty (30) days from
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the date of notice to cure its breach, provided, however, that if the item of maintenance is of such a
nature that it requires more than thirty (30) days to complete, then LESSOR shall have such additional
time as is necessary to complete such maintenance as long as LESSOR commences work on such
maintenance within said thirty (30) day period, and diligently prosecutes such maintenance to
completion; however any such completion shall not last longer than 60 days from the date of LESSEE's
notice. Subject to the foregoing, if the period for cure expires and if, in LESSEE'S sole determination,
LESSOR has failed to cure, then LESSEE may, at its election:
A. Terminate this LEASE upon thirty (30) days written notice to LESSOR. In such case,
LESSEE shall have the right to demand LESSOR refund any monies which were
paid to LESSOR pursuant to the LEASE, but which were not earned by LESSOR by
consequence of its breach. Upon receipt of such demand, LESSOR shall promptly
refund all such monies; or
B. Cure LESSOR'S breach and deduct the cost of such cure, together with reasonable
administrative costs, from LESSEE'S future rent obligation. LESSEE'S decision to
cure LESSOR'S breach shall not constitute a waiver of any rights or remedies that
LESSEE may have arising from this LEASE or by operation of law.
11. DESTRUCTION OR DAMAGE FROM CASUALTY— If thirty (30) percent or more of the
Premises is damaged such that they cannot be used for LESSEE's intended purpose or destroyed as a
result of fire, earthquake, act of God, or any other identifiable event of a sudden, unexpected, or
unusual nature ("Casualty"), then LESSOR shall either promptly and diligently repair the damage at its
own cost, or terminate the LEASE as hereinafter provided.
A. LESSOR'S Election to Repair: If LESSOR elects to repair the Casualty damage to
the Premises, then it shall within thirty (30) days after the date of Casualty provide
written notice ("Notice of Repair") to LESSEE indicating the anticipated time required
to repair. LESSOR shall bear the cost of all repairs to the Premises, including the
cost to repair any alterations or fixtures installed or attached thereto by LESSEE.
Such repairs shall restore the Premises to substantially the same condition as that
existing at the time of Casualty; such repairs shall also be made in compliance with
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all applicable state and local building codes. LESSOR shall not be liable to LESSEE
for compensation for any loss of business, or any inconvenience or annoyance
arising from repair of the Premises as a result of the Casualty except for rent
reduction as hereinafter provided. LESSEE shall be responsible at its sole cost and
expense for the replacement of its personal property.
B. LESSOR'S Election to Terminate Due to Casualty: LESSOR may only elect to
terminate this LEASE due to Casualty if the Premises have been destroyed or
substantially destroyed so as to render the Premises unusable by said Casualty, and
the estimated time to repair the Premises exceeds ninety (90) days from the date of
the Casualty. LESSOR shall provide LESSEE with written notice of its election to
terminate within thirty (30) days after the date of Casualty, specifying a termination
date not less than thirty (30) days from the date of said notice.
C. Rent Reduction Due to Casualty: In the event of Casualty, LESSEE'S obligation to
pay Rent shall be reduced beginning on the date of the Casualty. Such reduction
shall be proportional to the damage caused to the Premises by the Casualty, as
determined by LESSEE and approved by LESSOR, which approval will not be
unreasonably withheld. If LESSOR elects to repair the Premises pursuant to the
terms of this LEASE, then the Rent reduction shall continue until the date of
substantial completion of repair.
D. LESSEE'S Election to Terminate Due to Casualty: If LESSEE does not receive a
Notice of Repair from LESSOR within thirty (30) days after a Casualty, and if the
anticipated period of repair contained in the Notice of Repair exceeds ninety (90)
days, then LESSEE may elect to terminate this LEASE. LESSEE shall provide
LESSOR written notice of its election to terminate this LEASE, specifying a
termination date not less than thirty (30) days from the date of said notice. In such
case, LESSEE shall have the right to demand that LESSOR refund any monies
which were paid to LESSOR pursuant to the LEASE, but which were not earned by
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LESSOR by consequence of the Casualty. Upon receipt of such demand, LESSOR
shall promptly refund all such monies.
12. TERMINATION
a) If, pursuant to the terms provided herein, either LESSOR or LESSEE has an
election to terminate this LEASE and so elects, then written notice shall be made to the non-terminating
party, specifying a date of termination not less than thirty (30) days from the date of said notice.
b) NON-FUNDING TERMINATION —This LEASE is contingent on the allocation of
funds by a governmental agency. Should funds not be allocated, this LEASE may be terminated by the
Board of Supervisors of the COUNTY OF FRESNO without penalty by giving at least thirty (30) days'
prior written notice to LESSOR.
In the case of the LESSEE, the County Administrative Officer, Sheriff, or the Director of Internal
Services/Chief Information Officer, or one of their respective designee(s), shall have the power to
provide any notice of termination.
13. REMEDIES; NO ACCELERATION OF FUTURE RENT OR OTHER
PAYMENTS/AMOUNTS
In the event of a default or breach of this LEASE by LESSEE, LESSOR may at any time
thereafter, with or without notice or demand and without limiting LESSOR in the exercise of any right or
remedy which LESSOR may have by reason of such default or breach exercise any of the following
remedies:
(a) Terminate Possession. LESSOR may terminate LESSEE's right to possession of the
Premises by any lawful means, in which event this LEASE shall terminate, and LESSEE shall
immediately surrender the Premises to LESSOR.
(b) Perform LESSEE's Obligations. LESSOR may cure any such breach and be reimbursed
by LESSEE for the costs and expenses related thereto within thirty (30) business days of written
demand from LESSOR. Any such amount shall be deemed additional Rent hereunder. LESSOR's
performance of any obligation shall not constitute a waiver of LESSEE's default or of any of LESSOR's
other remedies with respect thereto.
(c) Other Remedies. LESSOR may exercise any other remedies available at law or in
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equity, subject to LESSEE's constitutional debt limitation in Section 4, and LESSOR's waiver under
Section 16(d).
(d) Cumulative Remedies. LESSOR's remedies set forth in this paragraph shall be in
addition to and not in lieu of all other rights at law or in equity LESSOR may possess.
Notwithstanding anything to the contrary contained in this LEASE, or any right or remedy of
which LESSOR may otherwise avail itself pursuant to applicable law, any right of LESSOR to recover
any Rent as provided in this LEASE shall be without acceleration of any future Rent before it is due and
payable hereunder. LESSOR hereby expressly waives its right to accelerate Rent in the event of a
termination of this LEASE, pursuant to California Civil Code section 1951.2.
14. HOLD HARMLESS
a) The LESSOR shall indemnify and hold harmless and defend the Lessee (including its
officers, agents, employees, and volunteers) against all claims, demands, injuries, damages, costs,
expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the LESSEE,
the LESSOR, or any third party that arise from or relate to the performance or failure to perform by the
LESSOR (or any of its officers, agents, sub-contractors, or employees) under this Agreement. The
LESSEE may conduct or participate in its own defense without affecting the LESSOR's obligation to
indemnify and hold harmless or defend the LESSEE. This LEASE is made upon the expressed
condition that LESSEE is to be free of all liability, damages or injury arising from structural failures of
the Leased Premises that are LESSOR's responsibility to maintain, including but not limited to, parking
lot, parking lot lighting, and common areas, unless caused by the negligence or willful misconduct of
LESSEE, its officers, agents, employees or invitees. Except for claims or damages arising from
LESSOR'S negligence or misconduct, LESSEE shall indemnify and hold harmless LESSOR, and its
settlors, trustees, beneficiaries, employees, agents, successors and assigns ("Lessor Parties"), from
any and all claims arising from any breach or default in the performance of any obligation on LESSEE'S
part to be performed under the terms of this LEASE, or arising from any act, neglect, fault or omission
of LESSEE, or of its officers, agents, employees, representatives, customers, invitees or contractors. If
any action or proceeding is brought against LESSOR Parties by reason of any such claims, LESSEE,
upon notice from LESSOR, shall defend the same at LESSEE'S expense.
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The parties acknowledge that as between LESSOR and LESSEE, each is responsible for the
negligence of its own employees and invitees.
The provisions of this Section 15 shall survive termination of this LEASE.
15. INSURANCE - LESSOR shall, at its sole expense, maintain in full force and effect during
the term of this LEASE the following policies of insurance:
A. Commercial General Liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and an annual aggregate limit of not less than Four Million
Dollars ($4,000,000). This policy shall be issued on an occurrence basis annually
renewing, following form, and be primary to all other collectible insurance; and
B. Property Insurance—Against all risk to property, at full replacement cost with
coinsurance penalty provision.
C. Worker's Compensation —A policy of Worker's Compensation insurance as may be
required by the California Labor Code.
Within thirty (30) days of the execution of this LEASE, LESSOR shall provide LESSEE with
certificates of insurance with proper endorsements naming LESSEE as the additional insured. The policy
is to be written by an admitted insurer licensed to do business in California and with an A.M. Best rating of
A FSC VII or better. Excess or Umbrella coverage may be insured by non-admitted insurers but still be
A.M. Best FSC VI or better.
LESSEE shall maintain during the term of this LEASE the following policies of insurance, which
coverages may be provided in whole or in part through one or more programs of self-insurance:
A. Commercial General liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and an annual aggregate of not less than Four Million
Dollars ($4,000,000). This policy shall be issued on an occurrence basis.
B. All-Risk property insurance covering the personal property of LESSEE in the amount of
the full replacement cost thereof.
C. Workers' Compensation in amounts required by the California labor code.
16. SURRENDER OF POSSESSION — Upon the expiration or termination of this LEASE,
LESSEE will surrender Premises to LESSOR in such condition as existing at the commencement of
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this LEASE, less reasonable wear and tear, less the effects of any Casualty as herein defined, and less
the effects of any breach of LESSOR'S covenant to maintain. LESSEE will not be responsible for any
damage which LESSEE was not obligated hereunder to repair.
17. RIGHT OF ENTRY— LESSOR, or its representative(s), upon twenty-four(24) hours'
notice (excepting emergencies) to LESSEE, shall have the right to enter the Premises at any time
during business hours, or at such other time as LESSEE deems appropriate, to verify LESSEE's
compliance with the terms of this LEASE, and to make any alterations, repairs or improvements to the
Premises. The normal business of LESSEE or its invitees shall not be unnecessarily inconvenienced.
18. AMENDMENT—This LEASE may be amended in writing by the mutual consent of the
parties without in any way affecting the remainder.
19. NON-ASSIGNMENT— LESSEE shall not assign or transfer its rights or obligations under
this LEASE, or sublease the Premises or any portion thereof, without the prior written consent of the
LESSOR.
20. JURISDICTION AND VENUE—This Agreement is signed and performed in Fresno
County, California. The Lessor consents to California jurisdiction for actions arising from or related to this
Agreement, and, subject to the Government Claims Act, all such actions must be brought and maintained
in Fresno County..
21. NOTICES—The persons and their addresses having authority to give and receive notices
under this LEASE include the following:
LESSEE: LESSOR:
County of Fresno State Center Community College District
Director of Internal Services/ Vice Chancellor, Operations
Chief Information Officer 1171 Fulton Street
333 W. Pontiac Way Fresno, CA 93721
Clovis, CA 93612
All notices between LESSEE and LESSOR provided for or permitted under this LEASE must be
in writing and delivered either by personal service, by first-class United States mail, by an overnight
commercial courier service, or by telephonic facsimile transmission. A notice delivered by personal
service is effective upon service to the recipient. A notice delivered by first-class United States mail is
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effective three LESSEE business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective
one LESSEE business day after deposit with the overnight commercial courier service, delivery fees
prepaid, with delivery instructions given for next day delivery, addressed to the recipient. A notice
delivered by telephonic facsimile is effective when transmission to the recipient is completed (but, if
such transmission is completed outside of LESSEE business hours, then such delivery shall be
deemed to be effective at the next beginning of a LESSEE business day), provided that the sender
maintains a machine record of the completed transmission. For all claims arising out of or related to this
LEASE, nothing in this section establishes, waives, or modifies any claims presentation requirements or
procedures provided by law, including but not limited to the Government Claims Act (Division 3.6 of
Title 1 of the Government Code, beginning with section 810).
22. AUDITS AND INSPECTIONS—At the request of LESSEE, LESSOR shall at any time
during business hours, and as often as LESSEE may deem necessary, make available to LESSEE for
examination and audit all of its records and date with respect to those matters covered by this LEASE.
LESSOR shall, upon request by LESSEE, permit LESSEE to audit and inspect all of such records and
data necessary to ensure LESSOR'S compliance with the terms of this LEASE.
If this LEASE exceeds ten thousand dollars ($10,000.00), LESSOR shall be subject to the
examination and audit of the California State Auditor for a period of three (3)years after final payment
under contract. (Government Code Section 8546.7)
23. ESTOPPEL CERTIFICATE — LESSEE shall, at any time upon not less than sixty (60)
days' prior written request by LESSOR, execute, acknowledge and deliver to LESSOR a written
estoppel certificate, in a form satisfactory to LESSEE, certifying that this Lease is unmodified and in full
force and effect (or, if there have been modifications, that the same is in full force and effect as
modified and stating the modifications) and, if applicable, the dates to which the monthly rent and any
other charges have been paid in advance. Any such statement delivered pursuant to this Section 24
may be relied upon by third persons, including a prospective purchaser or encumbrancer of the
Premises.
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25. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT - If after the Effective
Date, LESSOR desires to obtain a loan from a bank (the "Bank") and thereby encumbers the Real
Property with a deed of trust ("Deed of Trust"), the Parties agree, and LESSOR shall cause the Bank,
as beneficiary of the Deed of trust, to agree, to enter into a Subordination, Non-Disturbance, and
Attornment Agreement ("SNDA") in form and substance reasonably acceptable to LESSEE, LESSOR,
and the Bank. The agreed-upon SNDA shall include the following terms, generally outlined below,
which outline not an exhaustive list of terms, or the specific terms, for the agreed-upon SNDA:
(i) This LESSEE shall subordinate the priority of this Lease to the Deed of Trust.
(ii) In the event of a foreclosure of the Deed of Trust, or a transfer of the Real Property in lieu
thereof or in any other manner whereby Bank or its successors-in-interest succeed to the interest of
LESSOR under this Lease, so long as there shall then exist no breach or event of default by LESSEE
under this Lease which has continued to exist for such period of time (after notice, if any, required by
this Lease) as would entitle LESSOR to terminate this Lease: (a) this Lease, including the leasehold
interest of LESSEE hereunder, and any sublease permitted under Section 2(a), herein, including the
sub-leasehold interest of such any sublessee thereunder, shall not be disturbed or otherwise adversely
affected by reason of such foreclosure or transfer of the Real Property in lieu thereof or in any other
manner; (b) other than as set forth in the SNDA, none of LESSEE's rights and interest under this
Lease, or the rights and interest of any such sub-lessee under such sub-lease, shall be affected in any
way by reason of any default under the Deed of Trust, and this Lease shall continue in full force and
effect; (c) Bank and its successors-in-interest shall recognize and accept LESSEE as the lessee under
this Lease, subject to the terms and conditions of this Lease as modified by the SNDA; (d) the Bank
and its successors-in-interest as lessor under this Lease, shall have all of the rights and obligations of
LESSOR under this Lease (provided that neither Bank nor such successors-in-interest shall be liable
for any act or omission of LESSOR as the prior lessor under this Lease, except that LESSEE shall be
entitled to exercise all of its rights and remedies under this Lease with respect to continuing defaults
hereunder resulting from the acts or omissions of LESSOR arising after Bank, or its successor-in-
interest, has received LESSEE's notice to Bank, or its successor-in-interest, with respect to such
defaults and has not, after a reasonable opportunity to cure, under the SNDA cured the same under the
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SNDA); (e) Bank shall not join LESSEE as a party defendant in any action or foreclosure proceeding
unless such joinder is with respect to this Lease, including the Real Property, and required by law to
foreclose the Deed of Trust, then only for such purpose and not for the purpose of terminating this
Lease; and (f) LESSEE shall to attorn to the Bank, and its transferee, as if the Bank and such
transferee were LESSOR under this Lease;
(iii) Upon LESSEE's receipt of written demand from Bank, which shall include notice of same
has been given in writing to LESSOR, that Bank has elected to terminate the Lease granted to
LESSOR to collect Rents from LESSEE under this Lease, as provided in the Deed of Trust, and
directing LESSEE to make payment thereof directly to Bank, (a) LESSEE shall, for any Rents due and
payable thirty (30) days thereafter, comply with such written demand and direction to pay and shall not
be required to determine whether LESSOR is in default under any obligations to Bank, or to honor any
conflicting demand from LESSOR, and (b) LESSEE shall be entitled to full credit under this Lease for
any Rents paid to Bank in accordance with such written demand and direction to the same extent as if
such Rents were paid directly to LESSOR;
(iv) Any disputes between or among the Bank, including its successors-in-interest, and LESSOR
shall be dealt with and adjusted solely between or among the Bank, including its successors-in-interest,
and LESSOR; and
(v) The SNDA shall be governed by California law.
24. DISCLOSURE OF SELF DEALING TRANSACTIONS — This provision is only applicable
if the LESSOR is operating as a corporation (a for-profit or non-profit corporation) or if during the term
of this LEASE, the LESSOR changes its status to operate as a corporation.
a) If any member of the LESSOR's board of directors is party to a self-dealing transaction,
he or she shall disclose the transaction by completing and signing a "Self-Dealing
Transaction Disclosure Form" (Exhibit B to this Agreement) and submitting it to the
LESSEE before commencing the transaction or immediately after.
b) A self-dealing transaction means a transaction to which the LESSOR is a party and in
which one or more of its directors, as an individual, has a material financial interest.
14
STATE CENTER COMMUNITY COLLEGE DISTRICT
FULTON PARKING STALL LEASE
25. AUTHORITY—The individual(s) executing this LEASE on behalf of LESSOR and
LESSEE each represent and warrant to the other party that they are fully authorized and legally
capable of executing this LEASE on behalf of LESSOR or LESSEE, as applicable, and that such
execution is binding upon each such party.
26. MEMORANDUM OF LEASE—Upon the parties' execution of this LEASE, the parties shall
enter into a Memorandum of Lease in recordable form and which utilizes a notary for the parties'
signatures (attached hereto and incorporated herein by this reference as Exhibit C). LESSEE is
authorized to immediately thereafter record the fully-executed Memorandum of Lease against the
Premises with the County of Fresno Recorder's Office.
27. ELECTRONIC SIGNATURES - The parties agree that this Agreement maybe
executed by electronic signature as provided in this section.
A. An "electronic signature" means any symbol or process intended by an
individual signing this Agreement to represent their signature, including but not
limited to (1) a digital signature; (2) a faxed version of an original handwritten
signature; or (3) an electronically scanned and transmitted (for example by
PDF document) version of an original handwritten signature.
B. Each electronic signature affixed or attached to this Agreement (1) is deemed
equivalent to a valid original handwritten signature of the person signing this
Agreement for all purposes, including but not limited to evidentiary proof in any
administrative or judicial proceeding, and (2) has the same force and effect as
the valid original handwritten signature of that person.
C. The provisions of this section satisfy the requirements of Civil Code section
1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code,
Division 3, Part 2, Title 2.5, beginning with section 1633.1).
D. Each party using a digital signature represents that it has undertaken and
satisfied the requirements of Government Code section 16.5, subdivision (a),
paragraphs (1) through (5), and agrees that each other party may rely upon
that representation.
15
STATE CENTER COMMUNITY COLLEGE DISTRICT
FULTON PARKING STALL LEASE
E. This Agreement is not conditioned upon the parties conducting the
transactions under it by electronic means and either party may sign this
Agreement with an original handwritten signature.
28. COUNTERPARTS—This Agreement may be signed in counterparts, each of which is an
original, and all of which together constitute this Agreement.
29. ENTIRE LEASE—This LEASE, and the exhibits attached hereto and incorporated herein
by reference, constitutes the entire LEASE between the LESSOR and LESSEE with respect to the
subject matter hereof, and supersedes all prior leases, negotiations, proposals, commitments, writings,
advertisements, publications, and understandings of any nature whatsoever unless expressly referenced
in this LEASE.
This LEASE shall be binding on and inure to the benefit of LESSEE's and LESSOR'S heirs,
successors and permitted assigns.
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STATE CENTER COMMUNITY COLLEGE DISTRICT
FULTON PARKING STALL LEASE
IN WITNESS WHEREOF, the parties hereto have executed this LEASE as of the day and
year first hereinabove written.
LESSOR: LESSEE:
State Center Community College District County of Fresno
By: S Q in ro, hairman of the Board of
Christine Miktarian, Vice Chancellor, S iso the County of Fresno
Operations
Attest:
1171 Fulton Street Bernice E. Seidel
Fresno, CA 93721 Clerk of the Board of Supervisors
Count of Fresno, State of California
By:
Deputy
For accounting use only:
Org No.: 8935
Account No.: 7340
Fund No.: 1045
Subclass No.: 10000
17
STATE CENTER COMMUNITY COLLEGE DISTRICT
FULTON PARKING STALL LEASE
Exhibit "A"
Premises
1140 Broadway Plaza, Fresno CA 93721
430 stalls (Floors 3 — 6)
PARKING F
+ 'l� 1140 BROAD ~�
o
�(00 Fwag MA. ... -
18
STATE CENTER COMMUNITY COLLEGE DISTRICT
FULTON PARKING STALL LEASE
Exhibit "B"
Self-Dealing Transaction Disclosure Form
In order to conduct business with the LESSEE of Fresno ("LESSEE"), members of a LESSOR's
Board of Trustees (Trustee), 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 Trustee's name, job title (if applicable), and date this disclosure is being made.
(2) Enter the Trustee'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 Trustee that is involved in the self-dealing transaction described
in Sections (3) and (4).
19
STATE CENTER COMMUNITY COLLEGE DISTRICT
FULTON PARKING STALL LEASE
(1) Company Board of Trustee 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:
20
EXHIBIT C
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:
FOR RECORDER'S USE ONLY
County of Fresno
Director of Internal Services/
Chief Information Officer
333 W. Pontiac Way
Clovis, CA 93612
EXEMPT FROM RECORDING FEES PURSUANT TO GOV'T. CODE SECTIONS 6103,
27383 AND 27388.1(a)(2)(D)(AB 110, SB 2) AND DOCUMENTARY TRANSFER TAX
PURSUANT TO REVENUE AND TAXATION CODE SECTION 11922.
MEMORANDUM OF LEASE
2_ tqt THIS MEMORANDUM OF LEASE ("Memorandum") is made and entered into this
_ day of_ ,L 2023, by and between the County of Fresno, a political subdivision of
the State of California ("Lessee"), whose address as of the date hereof is 333 W. Pontiac
Way, Clovis, California 93612, and State Center Community College District ("Lessor"),
whose address is 1171 Fulton Street, Fresno, CA 93721.
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 1140
Broadway Plaza, Fresno, CA 93721 (the"Real Property");
B. Pursuant to that certain Lease Agreement of the same date as 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 on July 1, 2023, and its initial term is one
(1) year. Upon the expiration of the initial term, the Lease Agreement shall be renewable
for four(4) additional one-year periods;
D. 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 successors and assigns. Any third-party
1
interested in obtaining information about the Lease Agreement may contact the parties at
the above-referenced addresses;
E. A copy of the Lease Agreement may be obtained from the Clerk of the
Fresno County Board of Supervisors, 2281 Tulare Street, Fresno, California 93721.
F. This Memorandum of Lease does not constitute the Lease Agreement, and
is only an abbreviated form, containing a summary of only a few of the terms and
conditions of the Lease Agreement. In the event that there is any inconsistency between
this Memorandum of Lease and the Lease Agreement, the terms and conditions of the
Lease Agreement shall prevail over this Memorandum of Lease.
IN WITNESS WHEREOF, this Memorandum of Lease has been executed as of
the day and year first above written.
LESSOR: LESSEE:
STATE CENTER COMMUNITY COUNTYj0FRF-7
C PEISTaR .
__
y
1 Robert W. Bash, Director of Internal Services/
Catcee-- ��PP l �� �r��u D f nDY1S Chief Information Officer
YNotaryOAWestatio Ut�ached]
[Notary Attestation-Attached]
2
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 s h n
On Su yIf &2,2 before me, B. U )1ar_Ui.i r j\,a-fdrN
P d4,-, (insert name and
title of the officer), personally appeared Z, i h , 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.
e.L.HARWOOD
Notary Public•California
Fresno County
1 ' Commission M 2299559
Signature (�, ��f (Seal) My Comm.Expires Au 2013
3
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 4i�vre-5 no
On bi " I Z 6 Zu before me, �Y l�l �-I 1,�� (insert name and
title of the officer), personally appeared eu 1-� 44 4- t,J 0-/) , who proved
to me on the basis of satisfactory evidence to be the personal whose nameW is/9ter
subscribed to the within instrument and acknowledged to me that he/-sid/ttjey executed
the same in his/ber/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(Wor 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)
a oam
COMMMMIONOUalig
My Comm.Exp.Mry 16.2W7
3