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HomeMy WebLinkAboutD-23-514 L-362 Fresno EOC 1140 Broadway Parking - signedpt.pdf L-362 D-23-514 1 SUBLEASE AGREEMENT 2 This Sublease Agreement ("Sublease") is made and entered into this 1st day of July 3 2023("Effective Date"), by and between Fresno Economic Opportunities Commission 4 ("Sublessee"), and the County of Fresno, a political subdivision of the State of California 5 (Sublessor"). Sublessor and Sublessee may, hereinafter, be referred to individually as a "Party" 6 or as the "Parties." 7 Article 1 8 Recitals 9 A. WHEREAS, on July 1, 2023, Sublessor entered into a Master Lease Agreement 10 No. 23-319 with State Center Community College District ("Master Lessor"), for a portion 11 of the parking lot located at 1140 Broadway Plaza, Fresno, CA 93721, consisting of 430 12 parking stalls, distributed between Floors 3— 6 ("Master Lease"). A true and correct copy 13 of the Master Lease and related Memorandum of Lease is attached as Exhibit A and 14 incorporated by this reference; 15 B. WHEREAS, Sublessor desires to sub-lease to Sublessee 10 of the 430 parking 16 stalls, distributed between floors 3-6, located at 1140 Broadway Plaza, Fresno, CA 17 93721 ("Sublease Premises"); 18 C. WHEREAS, Section 2 of the Master Lease provides that "Sublessor shall not 19 assign or sublease any of the 430 parking stalls as described in Exhibit A, or any portion 20 of the Subleased Premises; however, nothing in this Section 2 shall preclude Sublessee 21 from making the parking stalls available to Sublessee's officers, agents, employees, 22 representatives, customers, invitees and/or contractors"; however, as the Sublessee is a 23 contractor of Sublessor, this Sublease falls under the exceptions to this provision. 24 Moreover, Master Lessor has consented to this sublease in Exhibit C 25 26 D. WHEREAS, Sublessee desires to use the Sublease Premises to provide parking for 27 work vehicles owned by Sublessee. Sublessee shall use the Sublease Premises as a 28 parking lot for its owned vehicles, except for any obligations that Sublessor shall perform 1 1 at its sole cost and expense under this Sublease, or which are otherwise imposed by 2 applicable federal, state, or local laws, regulations, or ordinances, upon Sublessor, or 3 upon the Sublease Premises as of the Rent Commencement Date. Sublessee agrees to 4 comply with all applicable federal, state and local laws, regulations and ordinances 5 governing the performance of its obligations under this Sublease, including its use 6 permitted herein (and the use permitted herein by Sublessee's invitees) of the Sublease 7 Premises; 8 E. WHEREAS, Sublessor hereby represents that the Sublease Premises includes 9 10 parking stalls; Sublessor shall, at its own cost, comply with all applicable federal, 10 state, and local laws and regulations in the performance of its obligations under this 11 Sublease, including but not limited to workers compensation, labor, and confidentiality 12 laws and regulations; 13 F. WHEREAS, this Sublease, including all of Sublessee's rights and interest 14 hereunder, is expressly made subject and subordinated to (i) the Master Lease, 15 including any amendments that may be made thereto and (ii) any Subordination, Non- 16 Disturbance and Attornment Agreement (as defined in Section 25 of the Master Lease) 17 18 that Sublessor, in its capacity as Sublessee under the Master Lease, may enter into, or 19 may have entered into, pursuant to the Master Lease, including any amendments that 20 may be made to any such Subordination, Non-Disturbance and Attornment Agreement 21 (collectively, the "SNDA"). Sublessee shall cooperate with Sublessor to enable 22 Sublessor, in its capacity as Sublessee under the Master Lease and/or the SNDA, to 23 exercise its rights and/or perform its obligations in its capacity as Sublessee under the 24 Master Lease and/or the SNDA. NOW, THEREFORE, in consideration of the mutual 25 covenants, terms and conditions herein contained, the Parties agree as follows: 26 27 1. SUBLEASED PREMISES. Sublessor and Sublessee agree that Sublessee shall 28 2 1 rent the Sublease Premises, which consists of 10 parking stalls, located and distributed 2 between floors 3-6, located at 1140 Broadway Plaza, Fresno, CA 93721 as depicted in Exhibit A 3 of the Master Lease (Exhibit A). 4 2. TERM AND EXTENSION OF TERM. This Agreement is effective July 1, 2023, 5 and terminates on June 30, 2024. The term of this Agreement may be extended for no more 6 than four, one-year periods. The extensions shall be executed automatically unless written 7 notice of non-renewal is provided by one of the parties to the other at least 60 days before the 8 first day of the next one-year extension period. The County Administrative Officer or the Director 9 of Internal Services/Chief Information Officer or his or her designee is authorized to sign the 10 written notice of non-renewal on behalf of the Sublessor. The continuance of the term of this 11 Sublease past the current term of the Master Lease is contingent on the renewal of the Master 12 Lease. 13 3. RENT, INVOICING AND PAYMENTS. The Sublessee agrees to pay, and the 14 Sublessor agrees to receive, rent for the use of its Subleased Premises under this Agreement 15 as described in the Master Schedule of Fees, Section 3800, Downtown Parking Rate. Current 16 Downtown Parking Rate is $65.00 per stall, per month and will be updated annually. In the 17 event that any or all of the parking stalls on the Premises are unusable by the Sublessee due to 18 scheduled or unscheduled maintenance by the Sublessor or for any other reason unrelated to 19 the acts of Sublessee, Sublessor shall provide to the Sublessee a number of alternative parking 20 stalls (in the garage within which the Premises are located) equal to the amount of parking stalls 21 that are unusable by Sublessee, for the entire duration of the maintenance and/or non-use by 22 Sublessee. In the event that alternative parking stalls cannot be made available to the 23 Sublessee, Sublessor shall reduce the rent for the month in which the maintenance occurred by 24 a pro-rata amount, as calculated by using the formula below. The reduction in rent may be 25 applied as a credit towards the following month's rent. Sublessor shall notify Sublessee of any 26 scheduled maintenance as soon as it becomes known, and not less than 5 days' notice, along 27 with an anticipated schedule for the parking lot maintenance. This notice may be sent via email 28 to ISDContracts@FresnoCountyCA.gov. 3 1 2 Current Monthly # of weekdays in Cost per stall 3 Rate per stall / month (regardless = /per weekday of holidays) 4 Example / _ $3.25 5 Cost per stall # of stalls # of days 6 /per weekday X unusable X stalls are = Reduction in rent unusable 7 $3.25 X 100 X 5 = $1,625 8 9 The Sublessor shall submit monthly invoices to the Fresno Economic Opportunities 10 Commission, Energy Services Division, 1900 Mariposa Street, Suite 350-B, Fresno, CA 93721 11 The Sublessee shall pay rent within 45 days after receipt of a valid invoice. The Sublessee shall 12 remit any payment to the Sublessor's address specified in the invoice. 13 4. USE. Sublessee shall only use the Premises as a parking lot for Sublessee's 14 owned vehicles, Monday through Sunday, including overnight. Sublessee agrees not to commit, 15 suffer, or permit any waste or nuisance on the Premises and not to use or permit the use of the 16 Premises for any illegal or immoral purposes. Sublessee further agrees to comply with all State 17 laws, local ordinances, and other governmental regulations that may be required by any 18 governmental authorities. 19 Sublessor shall make the Premises available in "as is" condition. Sublessor 20 warrants that the Sublease Premises are safe and suitable for Sublessee's use and is in 21 compliance with all applicable laws, ordinances and regulations for that use. 22 5. MAINTENANCE AND REPAIRS OF SUBLEASE PREMISES. Master Lessor 23 shall be responsible for the maintenance of the Sublease Premises, including but not limited to, 24 maintenance of the parking stalls and surrounding areas. Master Lessor shall sweep or 25 otherwise clean the Sublease Premises on a sufficiently frequent basis, and as requested by 26 Sublessor, to keep it free of trash, debris, glass and other foreign materials, 27 in accordance with Section 5 of the Master Lease. 28 4 1 Sublessee shall directly report damages to the Sublease Premises within twenty-four 2 (24) hours after they occur to the Master Lessor, SCCCD Security Desk (559) 243-7921. 3 Sublessee shall pay for all damages to the Sublease Premises caused by its clients, 4 employees, and invitees. 5 6 6. IMPROVEMENTS TO THE PREMISES - Sublessee shall not construct any 7 improvements to the Sublease Premises. Sublessee may request improvements to the 8 Sublease Premises, however, the improvements must be approved in writing by the Sublessor. 9 7. ENFORCEMENT OF SUBLEASE. If Sublessee defaults or breaches on any of the 10 covenants in this Sublease, Sublessor shall give written notice of such default or breach to 11 Sublessee, and Sublessee shall have thirty (30) days to cure such default or breach. If Sublessee 12 does not cure the default or breach within thirty (30) days, Sublessor may, at its option, at any time 13 after such default or breach and without any demand on or notice to Sublessee, or to any kind 14 whatsoever, re-enter and take possession of the Sublease Premises and remove all persons or 15 property therefrom, and Sublessee waives any legal remedy to defeat Sublessor's rights and 16 possessions hereunder. However, nothing contained herein shall prevent Sublessor from seeking 17 any other legal or equitable remedies in a court of law which may arise from such breach or 18 default. 19 8. PRESERVATION OF MASTER LEASE- Sublessee and Sublessor shall each 20 refrain from any act or omission that would result in the failure or breach of any of the covenants, 21 provisions, or conditions of the Master Lease. 22 23 9. NOTICES. The persons and their addresses having authority to give and receive 24 notices provided for or permitted under this Sublease include the following: 25 For the Sublessee: 26 Energy Services Manager/ RME Fresno Economic Opportunities Commission 27 1900 Mariposa Street, Suite 350-B Fresno, CA 93721 28 For the Sublessor: Director of Internal Services/Chief Information Officer 5 1 County of Fresno 333 W. Pontiac Way 2 Clovis, CA 93612 isdcontracts(a)fresnocountvca.aov 3 All notices between the Sublessor and the Sublessee provided for or permitted under this 4 Sublease must be in writing and delivered either by personal service, by first-class United 5 States mail, by an overnight commercial courier service, or by telephonic facsimile transmission. 6 A notice delivered by personal service is effective upon service to the recipient. A notice 7 delivered by first-class United States mail is effective three COUNTY business days after 8 deposit in the United States mail, postage prepaid, addressed to the recipient. A notice 9 delivered by an overnight commercial courier service is effective one COUNTY business day 10 after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery 11 instructions given for next day delivery, addressed to the recipient. A notice delivered by 12 telephonic facsimile is effective when transmission to the recipient is completed (but, if such 13 transmission is completed outside of COUNTY business hours, then such delivery shall be 14 deemed to be effective at the next beginning of a COUNTY business day), provided that the 15 sender maintains a machine record of the completed transmission. For all claims arising out of 16 or related to this Sublease, nothing in this section establishes, waives, or modifies any claims 17 presentation requirements or procedures provided by law, including but not limited to the 18 Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 19 810). 20 21 10. TERMINATION AND SUSPENSION. 22 A. Termination without Cause. In circumstances other than those set forth above, the 23 Sublessee may terminate this Agreement by giving at least 30 days advance written notice 24 to the Sublessor. 25 B. No Penalty or Further Obligation. Any termination of this Agreement by the Sublessee 26 under this Article 6 is without penalty to or further obligation of the Sublessee. 27 28 6 1 C. Sublease Termination. Sublessee and Sublessor agree that should the Master Lease be 2 terminated this sublease will also terminate at the same time. Sublessor shall notify the 3 Sublessee as soon as possible if notified that such termination should occur. 4 In the case of termination of this Sub-Lease by Sublessor, the County 5 Administrative Officer, the Director of Internal Services/Chief Information Officer is authorized to 6 provide written notice to terminate this Sub-Lease. 7 In the event of early termination of this Sub-Lease, Sublessee shall remain liable 8 to Sublessor for the payment of any Rent that has become due and payable up to the effective 9 date of such early termination of this Sub-Lease, and the performance of any obligation which 10 Sublessee is obligated to perform up to the effective date of such early termination of the Sub- 11 Lease. The provisions of this paragraph shall survive the termination of this Sub-Lease. 12 13 11. Independent Sublessor. The relationship between Sublessor and Sublessee shall 14 always and only be that of a landlord-tenant with respect to the Sublease Premises. It is 15 mutually understood and agreed that Sublessor and Sublessee, including any and all of their 16 respective officers, agents, and employees will at all times be acting and performing in an 17 independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or 18 associate of the other party. Furthermore, neither party shall have the right to control or supervise 19 or direct the manner or method by which the other party shall perform its work and function. 20 However, Sublessee and Sublessor shall retain the right to administer this Sublease so as to 21 verify that the other party is performing its obligations in accordance with the terms and conditions 22 thereof. 23 Sublessor and Sublessee shall comply with all applicable provisions of law and the rules and 24 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. 25 Because of the landlord-tenant relationship between Sublessor and Sublessee, neither 26 Sublessor nor Sublessee shall have any right to employment rights and benefits available to the 27 other party's employees. Each party shall be solely liable and responsible for providing to, or on 28 behalf of, its employees all legally-required employee benefits. In addition, each party shall be solely 7 1 responsible and save the other party harmless from all matters relating to payment of such party's 2 employees, including compliance with Social Security withholding and all other regulations governing 3 such matters. It is acknowledged that during the term of this Sublease, Sublessor may be providing 4 services to others unrelated to the Sublessee or to this Sublease. 5 6 Finally, the parties acknowledge that, during the term of this Agreement, the Sublessor may 7 provide services to others unrelated to the Sublessee. 8 12. DESTRUCTION OR DAMAGE FROM CASUALTY. If thirty (30) percent or more 9 of the Subleased Premises is damaged such that they cannot be used for Sublessee's intended 10 purpose or destroyed as a result of fire, earthquake, act of God, or any other identifiable event 11 of a sudden, unexpected, or unusual nature ("Casualty"), then Sublessor shall either promptly 12 and diligently repair the damage at its own cost, or terminate the Sublease as hereinafter 13 provided. 14 A. Sublessor 's Election to Repair: If Sublessor elects to repair the Casualty damage 15 to the Subleased Premises, then it shall within thirty (30) days after the date of Casualty 16 provide written notice ("Notice of Repair") to Sublessee indicating the anticipated time 17 required to repair. Sublessor shall bear the cost of all repairs to the Subleased Premises, 18 including the cost to repair any alterations or fixtures installed or attached thereto by 19 Sublessee. Such repairs shall restore the Subleased Premises to substantially the same 20 condition as that existing at the time of Casualty; such repairs shall also be made in 21 compliance with all applicable state and local building codes. Sublessor shall not be liable to 22 Sublessee for compensation for any loss of business, or any inconvenience or annoyance 23 arising from repair of the Subleased Premises as a result of the Casualty except for rent 24 reduction as hereinafter provided. Sublessee shall be responsible at its sole cost and 25 expense for the replacement of its personal property. 26 B. Sublessor `s Election to Terminate Due to Casualty: Sublessor may only elect to 27 terminate this Sublease due to Casualty if the Subleased Premises have been destroyed or 28 substantially destroyed so as to render the Subleased Premises unusable by said Casualty, 8 1 and the estimated time to repair the Subleased Premises exceeds ninety (90) days from the 2 date of the Casualty. Sublessor shall provide Sublessee with written notice of its election to 3 terminate within thirty (30) days after the date of Casualty, specifying a termination date not 4 less than thirty (30) days from the date of said notice. 5 C. Rent Reduction Due to Casualty: In the event of Casualty, Sublessee's obligation 6 to pay Rent shall be reduced beginning on the date of the Casualty. Such reduction shall be 7 proportional to the damage caused to the Subleased Premises by the Casualty, as 8 determined by Sublessee and approved by Sublessor, which approval will not be 9 unreasonably withheld. If Sublessor elects to repair the Subleased Premises pursuant to the 10 terms of this Sublease, then the Rent reduction shall continue until the date of substantial 11 completion of repair. 12 D. Sublessee's Election to Terminate Due to Casualty: If Sublessee does not 13 receive a Notice of Repair from Sublessor within thirty (30) days after a Casualty, and if the 14 anticipated period of repair contained in the Notice of Repair exceeds ninety (90) days, then 15 Sublessee may elect to terminate this Sublease. Sublessee shall provide Sublessor written 16 notice of its election to terminate this Sublease, specifying a termination date not less than 17 thirty (30) days from the date of said notice. In such case, Sublessee shall have the right to 18 demand that Sublessor refund any monies which were paid to Sublessor pursuant to the 19 Sublease, but which were not earned by Sublessor by consequence of the Casualty. Upon 20 receipt of such demand, Sublessor shall promptly refund all such monies. 21 22 13. INSURANCE. Sublessor shall, at its sole expense, maintain in full force and 23 effect during the term of this Sublease the following policies of insurance: 24 (A) Commercial General Liability insurance with limits of not less than Two Million 25 Dollars ($2,000,000) per occurrence and an annual aggregate limit of not less than Four 26 Million Dollars ($4,000,000). This policy shall be issued on an occurrence basis 27 annually renewing, following form, and be primary to all other collectible insurance; and 28 9 1 (B) Property Insurance—Against all risk to property, at full replacement cost with 2 coinsurance penalty provision. 3 (C)Worker's Compensation —A policy of Worker's Compensation insurance as may 4 be required by the California Labor Code. 5 Within thirty (30) days of the execution of this Sublease, Sublessor shall provide 6 Sublessee with certificates of insurance with proper endorsements naming Sublessee as the 7 additional insured. The policy is to be written by an admitted insurer licensed to do business in 8 California and with an A.M. Best rating of A FSC VII or better. Excess or Umbrella coverage 9 may be insured by non-admitted insurers but still be A.M. Best FSC VII or better. 10 1.2 Sublessee shall maintain during the term of this Sublease the following policies of 11 insurance, which coverages may be provided in whole or in part through one or more 12 programs of self-insurance: 13 (A) Commercial General liability insurance with limits of not less than One Million 14 Dollars ($1,000,000) per occurrence and an annual aggregate of not less than Three 15 Million Dollars ($3,000,000). This policy shall be issued on an occurrence basis. 16 (B) All-Risk property insurance covering the personal property of Sublessee in the 17 amount of the full replacement cost thereof. 18 (C)Workers' Compensation in amounts required by the California labor code. 19 20 14. Inspection of Documents. The Sublessor shall make available to the Sublessee, 21 and the Sublessee may examine at any time during business hours and as often as the 22 Sublessee deems necessary, all of the Sublessor's records and data with respect to the 23 matters covered by this Agreement, excluding attorney-client privileged communications. The 24 Sublessor shall, upon request by the Sublessee, permit the Sublessee to audit and inspect all 25 of such records and data to ensure the Sublessor's compliance with the terms of this 26 Agreement. 27 15. State Audit Requirements. If the compensation to be paid by the Sublessee 28 under this Agreement exceeds $10,000, the Sublessor is subject to the examination and audit of 10 1 the California State Auditor, as provided in Government Code section 8546.7, for a period of 2 three years after final payment under this Agreement. This section survives the termination of 3 this Agreement. 4 16. Public Records. The Sublessee is not limited in any manner with respect to its 5 public disclosure of this Agreement or any record or data that the Sublessor may provide to the 6 Sublessee. The Sublessee's public disclosure of this Agreement or any record or data that the 7 Sublessor may provide to the Sublessee may include but is not limited to the following: 8 (D) The Sublessee may voluntarily, or upon request by any member of the public or 9 governmental agency, disclose this Agreement to the public or such governmental 10 agency. 11 (E) The Sublessee may voluntarily, or upon request by any member of the public or 12 governmental agency, disclose to the public or such governmental agency any record 13 or data that the Sublessor may provide to the Sublessee, unless such disclosure is 14 prohibited by court order. 15 (F) This Agreement, and any record or data that the Sublessor may provide to the 16 Sublessee, is subject to public disclosure under the Ralph M. Brown Act (California 17 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950). 18 (G)This Agreement, and any record or data that the Sublessor may provide to the 19 Sublessee, is subject to public disclosure as a public record under the California Public 20 Records Act (California Government Code, Title 1, Division 10, Chapter 3, beginning 21 with section 7920.200) ("CPRA"). 22 (H)This Agreement, and any record or data that the Sublessor may provide to the 23 Sublessee, is subject to public disclosure as information concerning the conduct of the 24 people's business of the State of California under California Constitution, Article 1, 25 section 3, subdivision (b). 26 (1) Any marking of confidentiality or restricted access upon or otherwise made with 27 respect to any record or data that the Sublessor may provide to the Sublessee shall be 28 11 1 disregarded and have no effect on the Sublessee's right or duty to disclose to the public 2 or governmental agency any such record or data. 3 17. Public Records Act Reauests. If the Sublessee receives a written or oral request 4 under the CPRA to publicly disclose any record that is in the Sublessor's possession or control, 5 and which the Sublessee has a right, under any provision of this Agreement or applicable law, 6 to possess or control, then the Sublessee may demand, in writing, that the Sublessor deliver to 7 the Sublessee, for purposes of public disclosure, the requested records that may be in the 8 possession or control of the Sublessor. Within five business days after the Sublessee's demand, 9 the Sublessor shall (a) deliver to the Sublessee all of the requested records that are in the 10 Sublessor's possession or control, together with a written statement that the Sublessor, after 11 conducting a diligent search, has produced all requested records that are in the Sublessor's 12 possession or control, or (b) provide to the Sublessee a written statement that the Sublessor, 13 after conducting a diligent search, does not possess or control any of the requested records. 14 The Sublessor shall cooperate with the Sublessee with respect to any Sublessee demand for 15 such records. If the Sublessor wishes to assert that any specific record or data is exempt from 16 disclosure under the CPRA or other applicable law, it must deliver the record or data to the 17 Sublessee and assert the exemption by citation to specific legal authority within the written 18 statement that it provides to the Sublessee under this section. The Sublessor's assertion of any 19 exemption from disclosure is not binding on the Sublessee, but the Sublessee will give at least 20 10 days' advance written notice to the Sublessor before disclosing any record subject to the 21 Sublessor's assertion of exemption from disclosure. The Sublessor shall indemnify the 22 Sublessee for any court-ordered award of costs or attorney's fees under the CPRA that results 23 from the Sublessor's delay, claim of exemption, failure to produce any such records, or failure to 24 cooperate with the Sublessee with respect to any Sublessee demand for any such records. 25 26 27 28 12 1 2 18. Disclosure of Self-Dealing Transactions This Section applies if the Sublessor is 3 operating as a corporation, or changes its status to operate as a corporation. If any member of 4 the Sublessor's board of directors is party to a self-dealing transaction, he or she shall disclose 5 the transaction by completing and signing a "Self-Dealing Transaction Disclosure Form" (Exhibit 6 C to this Agreement) and submitting it to the Sublessee before commencing the transaction or 7 immediately after. 8 "Self-dealing transaction" means a transaction to which the Sublessor is a party and in which 9 one or more of its directors, as an individual, has a material financial interest. 10 11 19. General Terms 12 A. RIGHT OF ENTRY—Sublessor, or its representative(s), upon twenty-four (24) 13 hours' notice (excepting emergencies) to Sublessee, shall have the right to enter the 14 Subleased Premises at any time during business hours, or at such other time as 15 Sublessee deems appropriate, to verify Sublessee's compliance with the terms of this 16 Sublease, and to make any alterations, repairs or improvements to the Subleased 17 Premises. The normal business of Sublessee or its invitees shall not be unnecessarily 18 inconvenienced. 19 B. SURRENDER OF POSSESSION - Upon the expiration or termination of this 20 Sub-Lease, Sublessee will surrender the Subleased Premises to Sublessor in such 21 condition as that existing at the commencement of this Sub-lease less reasonable wear 22 and tear, less the effects of any Casualty as defined in the Master Lease, and less the 23 effects of any breach of Sublessor's covenant to maintain. Sublessee will not be 24 responsible for any damage which Sublessee was not obligated hereunder to repair 25 C. AMENDMENT—This Sublease may be amended in writing by the mutual 26 consent of the parties without in any way affecting the remainder. 27 D. INDEMNIFICATION AND DEFENSE. Indemnifying Party's Obligations— 28 Sublessor and SUB Sublessee (each, as applicable, the "Indemnifying Party") agrees, 13 1 respectively, to indemnify, save, hold harmless, and at each other Party's request, 2 defend, the other Party, including its officers, agents, and employees (hereinafter 3 collectively "Indemnified Parties," respectively) with counsel selected by the Indemnifying 4 Party and reasonably satisfactory to the other Party, from and against any and all costs or 5 expenses (including attorney's fees and costs, and consultants' fees and costs), 6 damages (and for Sublessor, including any lost Rents; and for Sublessee, including any 7 lost use of the Subleased Premises)liabilities, judgments, claims, losses, fines, liens, 8 assessments, or penalties, occurring or resulting to any of the Indemnified Parties arising 9 out of or in connection with the performance, or failure to perform (including any breach 10 of, or default in the performance by, the Indemnifying Party of any of its obligations under 11 this Sublease), by the Indemnifying Party, its officers, agents, employees, contractors, or 12 invitees under or in connection with this Sublease, and from any and all costs or 13 expenses (including attorney's fees and costs and consultants' fees and costs), damages 14 (and for Sublessor, including any lost Rents; and for Sublessee, including any lost use of 15 the Subleased Premises), liabilities, judgments, claims, losses, fines, liens, assessments, 16 or penalties, occurring or resulting to any person, firm, or corporation who may be injured 17 or damaged arising out of or in connection with the performance, or failure to perform 18 (including any breach of, or default in the performance by, the Indemnifying Party of any 19 of its obligations under this Sublease), by the Indemnifying Party, its officers, agents, 20 employees, contractors, or invitees under or in connection with this Sublease. The 21 Indemnified Parties need not have first paid any amounts in order to be defended or 22 indemnified under this Section. 23 E. Modification. Except as provided in Article 6, "Termination and Suspension," this 24 Agreement may not be modified, and no waiver is effective, except by written agreement 25 signed by both parties. The Sublessor acknowledges that Sublessee employees have no 26 authority to modify this Agreement except as expressly provided in this Agreement. 27 F. Non-Assignment. Neither party may assign its rights or delegate its obligations 28 under this Agreement without the prior written consent of the other party. 14 1 G. Subleasing. Sublessee shall not sublease any portion of the Subleased Premises 2 to any person or entity.. 3 4 H. Force Maieure. In the event that either party hereto shall be delayed or hindered 5 in or prevented from the performance of any act required hereunder by reason of strikes, 6 lockouts, adverse weather (including rain), inability to procure labor or materials, failure 7 of power, restrictive governmental laws or regulations, riots, insurrection, war, fire or 8 other casualty, then performance of such act shall be excused for the period of the delay 9 and the period from the performance of any such act shall be extended for a period 10 equivalent to the period of such delay (any such delay is herein referred to as an "Force 11 Majeure Delay"). In no event shall the Sublessee's inability to satisfy a monetary 12 obligation hereunder constitute or be subject to Force Majeure Delay. 13 I. Governing Law. The laws of the State of California govern all matters arising 14 from or related to this Agreement. 15 J. Jurisdiction and Venue. This Agreement is signed and performed in Fresno 16 County, California. The Sublessor consents to California jurisdiction for actions arising 17 from or related to this Agreement, and, subject to the Government Claims Act, all such 18 actions must be brought and maintained in Fresno County. 19 K. Construction. The final form of this Agreement is the result of the parties' 20 combined efforts. If anything in this Agreement is found by a court of competent 21 jurisdiction to be ambiguous, that ambiguity shall not be resolved by construing the 22 terms of this Agreement against either party. 23 L. Days. Unless otherwise specified, "days" means calendar days. 24 M. Headings. The headings and section titles in this Agreement are for convenience 25 only and are not part of this Agreement. 26 N. Severability. If anything in this Agreement is found by a court of competent 27 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement 28 remains in effect, and the parties shall make best efforts to replace the unlawful or 15 1 unenforceable part of this Agreement with lawful and enforceable terms intended to 2 accomplish the parties' original intent. 3 O. Nondiscrimination. During the performance of this Agreement, the Sublessor 4 shall not unlawfully discriminate against any employee or applicant for employment, or 5 recipient of services, because of race, religious creed, color, national origin, ancestry, 6 physical disability, mental disability, medical condition, genetic information, marital 7 status, sex, gender, gender identity, gender expression, age, sexual orientation, military 8 status or veteran status pursuant to all applicable State of California and federal statutes 9 and regulation. 10 P. No Waiver. Payment, waiver, or discharge by the Sublessee of any liability or 11 obligation of the Sublessor under this Agreement on any one or more occasions is not a 12 waiver of performance of any continuing or other obligation of the Sublessor and does 13 not prohibit enforcement by the Sublessee of any obligation on any other occasion. 14 20. Entire Agreement. This Agreement, including its exhibits, is the entire agreement 15 between the Sublessor and the Sublessee with respect to the subject matter of this Agreement, 16 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements, 17 publications, and understandings of any nature unless those things are expressly included in 18 this Agreement. If there is any inconsistency between the terms of this Agreement without its 19 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving 20 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the 21 exhibits. 22 21. No Third-Party Beneficiaries. This Agreement does not and is not intended to create any 23 rights or obligations for any person or entity except for the parties. 24 22. Authorized Signature. The Sublessor represents and warrants to the Sublessee that: 25 (A) The Sublessor is duly authorized and empowered to sign and perform its obligations 26 under this Agreement. 27 28 16 1 (B) The individual signing this Agreement on behalf of the Sublessor is duly authorized 2 to do so and his or her signature on this Agreement legally binds the Sublessor to 3 the terms of this Agreement. 4 23. Electronic Signatures. The parties agree that this Agreement may be executed by 5 electronic signature as provided in this section. 6 (A) An "electronic signature" means any symbol or process intended by an individual 7 signing this Agreement to represent their signature, including but not limited to (1) a 8 digital signature; (2) a faxed version of an original handwritten signature; or (3) an 9 electronically scanned and transmitted (for example by PDF document) version of an 10 original handwritten signature. 11 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed 12 equivalent to a valid original handwritten signature of the person signing this Agreement 13 for all purposes, including but not limited to evidentiary proof in any administrative or 14 judicial proceeding, and (2) has the same force and effect as the valid original 15 handwritten signature of that person. 16 (C) The provisions of this section satisfy the requirements of Civil Code section 17 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, 18 Part 2, Title 2.5, beginning with section 1633.1). 19 (D) Each party using a digital signature represents that it has undertaken and 20 satisfied the requirements of Government Code section 16.5, subdivision (a), 21 paragraphs (1) through (5), and agrees that each other party may rely upon that 22 representation. 23 (E) This Agreement is not conditioned upon the parties conducting the transactions 24 under it by electronic means and either party may sign this Agreement with an original 25 handwritten signature. 26 The parties are signing this Agreement on the date stated in the introductory clause. 27 28 17 1 2 FRESNO ECONOMIC COUNTY OF FRESNO 3 OPPORTUNITIES COMMISSION Robert W. Bash, Director of Internal 5 ByPatt Contrestano(Aug 29,202309:03 PDT) , Services/Chief Information Officer Matt Contrestano Energy Services 6 Manager/RME 7 1900 Mariposa Street Suite 350-B Fresno, CA 93721 APPROVED AS TO LEGAL FORM 8 Daniel C. Cederborg, County Counsel WaGi'e WWt 9 ByNatalie Nuttall(Sep 8,2023 09:33 PDT) Deputy 10 11 APPROVED AS TO ACCOUNTING FORM Oscar J. Garcia, CPA 12 Auditor-Controller/Treasurer-Tax Collector dwMtq"J%'E' 13 By: 0-,G �1,,, 11I T 14 15 For accounting use only: 16 Org No.: 8935 17 Account No.: 7340 Fund No.: 1045 18 Subclass No.: 10000 19 20 21 22 23 24 25 26 27 28 18 Agreement No. 23-319 STATE CENTER COMMUNITY COLLEGE DISTRICT Exhibit A FULTON PARKING STALL LEASE Master 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 1 STATE CENTER COMMUNITY COLLEGE DISTRICT FULTON PARKING STALL LEASE 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. 2 STATE CENTER COMMUNITY COLLEGE DISTRICT FULTON PARKING STALL LEASE 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 3 STATE CENTER COMMUNITY COLLEGE DISTRICT FULTON PARKING STALL LEASE 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 4 STATE CENTER COMMUNITY COLLEGE DISTRICT FULTON PARKING STALL LEASE 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 5 STATE CENTER COMMUNITY COLLEGE DISTRICT FULTON PARKING STALL LEASE 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 6 STATE CENTER COMMUNITY COLLEGE DISTRICT FULTON PARKING STALL LEASE 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 7 STATE CENTER COMMUNITY COLLEGE DISTRICT FULTON PARKING STALL LEASE 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 8 STATE CENTER COMMUNITY COLLEGE DISTRICT FULTON PARKING STALL LEASE 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. 9 STATE CENTER COMMUNITY COLLEGE DISTRICT FULTON PARKING STALL LEASE 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 VII 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 10 STATE CENTER COMMUNITY COLLEGE DISTRICT FULTON PARKING STALL LEASE 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 11 STATE CENTER COMMUNITY COLLEGE DISTRICT FULTON PARKING STALL LEASE 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. 12 STATE CENTER COMMUNITY COLLEGE DISTRICT FULTON PARKING STALL LEASE 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 13 STATE CENTER COMMUNITY COLLEGE DISTRICT FULTON PARKING STALL LEASE 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 may be 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. 16 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 f;�'aN�lld� 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 Coun 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 Master Lease Exhibit "A" Premises 1140 Broadway Plaza, Fresno CA 93721 430 stalls (Floors 3 — 6) PARKING FAGI -� 1140 BRO UT1ES i I! ADWAY M-VA IIIIIII i� ,: i `: � I I I I I I IIII IIIIIIIII ' i kvO 18 STATE CENTER COMMUNITY COLLEGE DISTRICT FULTON PARKING STALL LEASE Master 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 Master Lease 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 GOV7. 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 THIS MEMORANDUM OF LEASE ("Memorandum") is made and entered into this / day of�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 COUNTY j0F FRESNO: C � Ire Eyp -- C �I ������� � , Robert W. Bash, Director of Internal Services/ 1�r a! Q tr qDk of 0 dy1� Chief Information Officer No a es a vo - ache [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 FLe 5 h p On ul r 'a 27, before me, lla Vim,J j`�a�rN ��y,� (insert name and title of the o icer), personally appeared jr�;hne �. 1L/r Kl,9r r b 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. S.L.HARWOOD Notary Public-c:ufornis Fresno county Commission M 2299559 Signature (Seal) µYCimm,Expires Aug 2i 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 On Zv before me, orb Z/ ru.1)I; (insert name and title of the officer), personally appeared _g t J - a rQ , who proved to me on the basis of satisfactory evidence to be the person(sy whose name(sy is/axe- subscribed to the within instrument and acknowledged to me that he/_sh'1!5/they executed the same in his/her/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) 0.oRTZZ horAwr pLtKX•cwFOAMA My Comm.�.Mr/18,2027 3 Exhibit B Subleased Premises 1140 Broadway Plaza, Fresno CA 93721 10 stalls (Floors 3 —6) !� 11 1 PARKIN 1 r AC ES 1140 BROgpHAY PLAZA IIIIIIIIIIIIIIIIII ��.. N a Orr f L� +.VV 0 \ 0 � � B-1 Exhibit C Approval for Sublease of Premises This document acknowledges that State Center Community College District ("SCCCD"), agrees that the County of Fresno, a political subdivision of the state of California ("County") may make parking stalls available to Fresno Economic Opportunities Commission ("Fresno EOC"), as described in the exceptions to Section 2 of Master Lease Agreement 23-319. SCCCD agrees that the County may make 10 unassigned parking stalls of the Lessee's 430 parking stalls located at 1140 Broadway Plaza, Fresno, CA 93721, distributed between Floors 3-6, as described in Section 1 of Master Lease Agreement 23-319 available to Fresno EOC. SCCCD acknowledges that the County will provide the above-mentioned parking stalls to Fresno EOC for one (1) year with the possibility of four (4) one-year renewals, starting July 1, 2023. The extensions of the sublease shall be executed automatically unless written notice of non-renewal is provided by one of the parties to the other at least 60 days before the first day of the next one-year extension period. If Master Lease Agreement 23-319 is terminated, this subleasing agreement will terminate concurrently with the expiration of the Master Lease Agreement. LESSOR: State Center Community College District ofta L Christine Miktarian(Aug 23,2023 10:02 PDT) By. Christine Miktarian, Vice Chancellor, Operations 1171 Fulton Street Fresno, CA 93721 C-1