HomeMy WebLinkAboutAgreement A-17-520 with River Park Properties III.pdf Agreement No. 17-520
SINGLE-TENANT LEASE
(TRIPLE NET)
LANDLORD:
RIVER PARK PROPERTIES III,
a California limited partnership
TENANT:
COUNTY OF FRESNO,
a Political Subdivision of the State of California
TABLE OF CONTENTS
Page
1. Lease of Premises.........................................................................................................................3
2. Term..............................................................................................................................................3
3. Rent.............................................................................................•----............................................3
4. Triple-Net Lease...........................................................................................................................4
5. Use................................................................................................................................................4
6. Payments and Notices..................................................................................................................6
7. Brokers..........................................................................................................................................6
8. Surrender;Holding Over...............................................................................................................6
9. Taxes.............................................................................................................................................7
10. Repairs..........................................................................................................................................7
11. Alterations.....................................................................................................................................8
12. Liens..............................................................................................................................................9
13. Assignment and Subletting........................................... ...........................................................10
14. Entry by Landlord.......................................................................................................................11
15. Utilities and Services..................................................................................................................11
16. Mutual Indemnification.............................................................................................................. 11
17. Damage or Destruction...............................................................................................................12
18. Eminent Domain.........................................................................................................................13
19. Tenant's Insurance......................................................................................................................13
20. Waiver of Subrogation............................................................................................................... 15
21. Tenant's Default and Landlord's Remedies................................................................................ 15
22. Landlord's Default......................................................................................................................17
23. Compliance with all Laws and Prevailing Wages......................................................................18
24. Subordination..............................................................................................................................18
25. Estoppel Certificate.....................................................................................................................18
26. Modification and Cure Rights of Landlord's Mortgagees and Lessors......................................19
27. Quiet Enjoyment.........................................................................................................................19
28. Transfer of Landlord's Interest...................................................................................................19
29. Limitation on Landlord's Liability.............................................................................................19
30. Miscellaneous............................................................................................................................. 19
31. Lease Execution..........................................................................................................................22
32, Roof Mounted Telecommunications Equipment........................................................................22
33. Option to Purchase......................................................................................................................22
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34. Recordation of Memorandum of Lease......................................................................................25
35. Contingencies..............................................................................................................................25
EXHIBIT"A" Legal Description Of Premises
EXHIBIT`B" Premises Services Agreement
EXHIBIT"C" Rent Schedule
EXHIBIT"D" Sample Form Of Notice Of Lease Term Dates
EXH BIT"E" Environmental Reports
EXH BIT"F" Sample Form Of Tenant Estoppel Certificate
EXHIBIT"G" Self-Dealing Transaction Disclosure Form
EXHIBIT"H" Memorandum of Lease
nn offia 1—(Final)9 18 17 wc. (iii)
SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS
This SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS ("Summary") is hereby
incorporated into and made a part of the attached Single-Tenant Lease which pertains to the Premises
described in Section 1.3 below. All references in the Lease to the"Lease"shall include this Summary. All
references in the Lease to any term defined in this Summary she have the meaning set forth in this
Summary for such term. Any initially capitalized terms used in this Summary and any initially capitalized
terms in the Lease which are not otherwise defined in this Summary shall have the meaning given to such
terms in the Lease.
1.1 Landlord's Address:
River Park Properties III
c/o Lance-Kashian&Company
265 East River Park Circle,Suite 150
Fresno,California 93720
Attention: Lease Administrator
Telephone: (559)438-4800
with a copy to:
Lance-Kashian&Company
265 East River Park Circle,Suite 150
Fresno,California 93720
Attention: Daniel D.Kuniyoshi
Telephone: (559)438-4800
1.2 Tenant's Address:
County of Fresno
Fresno County Administrative Office,Hall of Records
228I Tulare Street,Suite 304
Fresno,CA 93721
Attention: Jean M.Rousseau,County Administrative Officer
email: jrousseau@co.fresno.ca.us
Telephone: (559)600-1221
with a copy to:
Office of the District Attorney(Fresno County)
2220 Tulare Street,Suite 1000
Fresno,CA 93721
Attention: Lisa A.Smittc---.p,District Attorney
email: lsmittcamp_co.fresno.ca.us
Telephone: (559)600-3141
1.3 Premises: The real property located at 2100 Tulare Street,in the City of Fresno,County of Fresno,
State of California,as more particularly described in Exhibit"A"attached hereto(the"Property"),
together with all buildings, improvements and facilities, now or subsequently located on the
Property from time to time, including,without limitation, the six (6)-story (plus Basement and
including the approximately 13 parking stalls in the Basement) office building containing
approximately 73,210 rentable square feet(the"Building"),which Building will be improved with
certain Tenant improvements more particularly described below. The Premises will also include
the approximately 13 parking stalls in the Basement.
1.4 Commencement Date: The date that is the earlier to occur of(i)the date Tenant commences
business operations from the Premises or (ii)the date of substantial completion of the
Improvements to be constructed by Landlord pursuant to this Lease,subject only to punch-list items
that do not materially interfere with Tenant's operations and which Landlord shall cause to be
completed promptly after notification from Tenant,and Landlord's receipt of a building occupancy
permit(or its equivalent)issued by the local governing agency. Subject to Force Majeure Delays
and any delays caused by Tenant,Landlord anticipates that substantial completion will occur on or
about June 1,2018.
1.5 Lease Expiration Date: Twenty (20) years following the Commencement Date. If the
Commencement Date occurs on a day other than the first day of a month,then for purposes of
determining the Lease Expiration Date,the twenty(20)year period shall be measured from the first
day of the month following the month in which the Commencement Date occurs. The Lease
Expiration Date may also be an earlier date in the event Tenant exercises Tenant's option to
purchase the Premises as more particularly provided below.
DA Ol .L.,..(Final)9.18.17.r—c
1.6 Rent: The Rent for the Premises shall be determined in accordance with Exhibit"C" attached
hereto and shall be subject to increases at the times and in the amounts calculated in accordance
with Exhibit"C".
1.7 Permitted Use: The Premises may be used only for general office purposes for the Fresno County
District Attorney(including the staff attorneys,paralegals and other employees).
1.8 Brokers: None.
1.9 Interest Rate: The lesser of:(a)the prime rate announced from time to time by Wells Fargo Bank
or,if Wells Fargo Bank ceases to exist or ceases to publish such rate,then the rate announced from
time to time by the largest (as measured by deposits) chartered operating bank operating in
California,plus five percent(5%)per annum;or(b)the maximum rate permitted by law.
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SINGLE-TENANT LEASE
This LEASE("Lease"),which includes the preceding Summary of Basic Lease Information and Definitions
("Summary")attached hereto and incorporated herein by this reference, is made as of the 26th day of
September >2017,by and between RIVER PARK PROPERTIES III,a California limited partnership
("Landlord"),and COUNTY OF FRESNO,a Political Subdivision of the State of California("Tenant").
1. Lease of Premises.
1.1 Lease of Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
Premises upon and subject to the terms,covenants and conditions contained in this Lease to be performed
by each party.
I.2 Measurement of Premises. The Monthly Rent for the Premises has been calculated on the
assumption that the Premises contain 73,210 rentable square feet,including the Building's Basement with
approximately 13 parking stalls. Notwithstanding the foregoing,Landlord and Tenant hereby stipulate to
the rentable square footage and usable square footage of the Premises and Building (including the
Basement) as set forth in the Summary and agree that such rentable square footage and usable square
footage shall not be subject to confirmation or recalculation.
2. Term.
2.1 Term;Notice of Lease Dates. This Lease shall be effective upon the date first above written(the
"Effective Date"). The term of this Lease(the"Term")shall commence upon the Commencement Date
and shall expire on the Lease Expiration Date,unless sooner terminated as permitted herein. Within ten
(10)days after Landlord's request,Tenant and Landlord shall confirm the agreed upon Commencement
Date by mutually executing the Notice of Lease Term Dates attached hereto as Exhibit"D". The executed
Notice of Lease Term Dates shall be binding upon Tenant and Landlord. Landlord understands that
Lessee's Director of Internal Services(or another authorized individual)shall execute the Notice of Lease
Term Dates on Tenant's behalf. The Notice of Lease Term Dates will,among other things,confirm the
Commencement Date, which Commencement Date shall be determined in accordance with Section 1.4
above.
2.2 Early Occupancy. Landlord shall allow Tenant to enter the Premises prior to the date Landlord
projects for substantial completion(the"Early Occupancy Date")for purposes of installation of Tenant's
f imiture,fixtures and equipment. Tenant's entry into the Premises from and after the Early Occupancy
Date shall be subject to Tenant's coordination of such entry with Landlord and Landlord's general
contractor(s)so as not to delay substantial completion. Such early occupancy shall be subject to all of the
terms and conditions of this Lease, including,without limitation, those provisions requiring that Tenant
shall be responsible for all costs,expenses and obligations relating to the Premises,except that Tenant will
not be obligated to pay Monthly Rent (Section 3.1), Taxes (Section 9) and Utilities and Services
(Section 15)during the period of such early occupancy.
2.3 Conditions Precedent. Landlord will not be obligated to deliver possession of the Premises to
Tenant(but Tenant will be liable for Rent if Landlord can otherwise deliver the Premises)until Landlord
has received from Tenant all of the following: (i)a copy of this Lease fully executed by Tenant; (ii)the
first installment of Monthly Rent in accordance with Section 3.1 below; and (iii) copies of policies of
insurance or certificates thereof as required under Section 19 of this Lease.
3. Rent.
3.1 Monthly Rent. Tenant agrees to pay Landlord,as rent for the Premises,the Monthly Rent to be
determined in accordance with the Rent Schedule attached hereto as Exhibit"C". The Monthly Rent shall
be paid by Tenant in advance on the first day of each and every calendar month commencing upon the
Commencement Date. Monthly Rent for any partial month shall be prorated in the proportion that the
number of days this Lease is in effect during such month bears to the actual number of days in such month.
3.2 Additional Rent. All amounts and charges payable by Tenant under this Lease in addition to the
Monthly Rent described in Section 3.1 above shall be considered additional rent for the purposes of this
Lease,and the word"Rent"in this Lease shall include such additional Rent unless the context specifically
or clearly implies that only the Monthly Rent is referenced. Rent shall be paid to Landlord as provided in
Section 7,but subject to Section 17.4,herein,for any abatement of any Rent,without any prior demand
therefor and without any deduction or offset except as specified elsewhere in the Lease,in lawful money
of the United States of America.
3.3 Late Payments. Late payments of Rent will be subject to interest and a late charge as provided in
Sections 21.6 and 21.7 below.
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4. Triple-Net Lease.
Except as otherwise provided herein(including,but not limited to,the abatement provisions of this Lease),
all Rent shall be absolutely net to Landlord so that this Lease shall yield net to Landlord,the Rent to be
paid each month during the Term of this Lease. Nothing herein contained shall be deemed to require Tenant
to pay or discharge any liens or mortgages of any character whatsoever which may exist or hereafter be
placed upon the Premises by an affirmative act or omission of Landlord.
5. Use.
5.1 General. Tenant shall use the Premises solely for the Permitted Use specified in Section 1.7 of the
Summary, and shall not use or permit the Premises to be used for any other use or purpose whatsoever.
Tenant shall,at its sole cost and expense,observe and comply with all requirements of any board of fire
underwriters or similar body relating to the Premises,all recorded covenants,conditions and restrictions
now or hereafter affecting the Premises and all laws,statutes,codes,rules and regulations now or hereafter
in force relating to or affecting the condition,use,occupancy,alteration or improvement(whether structural
or non-structural,including unforeseen and/or extraordinary alterations or improvements,and regardless of
the period of time remaining in the Term)of the Premises,including,without limitation,the provisions of
the Americans with Disabilities Act("ADA")as it pertains to the condition,use,occupancy,improvement
and alteration(whether structural or non-structural,including unforeseen and/or extraordinary alterations
or improvements,and regardless of the period of time remaining in the Term)of the Premises. Tenant shall
not use or allow the Premises to be used (a) in violation of any recorded covenants, conditions and
restrictions affecting the Premises or of any law or governmental rule or regulation,or of any certificate of
occupancy issued for the Premises,or(b)for any improper,immoral,unlawful or reasonably objectionable
purpose. Tenant shall not cause,maintain or permit any nuisance in,on or about the Premises,nor commit
or suffer to be committed any waste in,on or about the Premises.
5.2 Signs. The plans and specifications for the Improvements to be constructed by Landlord for
Tenant,as more particularly described in Section 35.2 below(which plans and specifications will be subject
to Landlord's and Tenant's mutual approval as more particularly provided therein),will include Landlord's
approval of any signage Tenant desires to locate on the Building. hi any event,all of Tenant's signage,
both signage initially installed and any subsequent changes to the Building fagade (including, but not
limited to,signage),shall comply with any covenants of record and shall be subject to approval from all
governmental authorities having jurisdiction over the Premises. Any future changes to the Building fagade
(including, but not limited to, modifications to any Tenant signage) shall be subject to the approval of
Landlord,which approval shall not be unreasonably withheld. Tenant agrees to maintain any such signs in
good condition and repair at all times. At the expiration or earlier termination of this Lease,at Landlord's
election,Tenant shall remove all signs and similar items installed by or at the direction of Tenant and shall
repair any damage to the Premises resulting therefrom all at Tenant's sole cost and expense. If Tenant fails
to maintain any such approved signs or similar items,Landlord may do so and Tenant shall reimburse
Landlord for such cost plus a ten percent(10%)overhead fee. If,without Landlord's prior written consent,
Tenant installs any signs or similar items,or fails to remove any such items)at the expiration or earlier
termination of this Lease,Landlord may have such item(s)removed and stored and may repair any damage
to the Premises at Tenant's expense. The removal,repair and/or storage costs shall bear interest until paid
at the Interest Rate.
5.3 Hazardous Materials.
5.3.1 Tenant's Environmental Representations and Indemnification. Tenant will (i) obtain and
maintain in full force and effect all Environmental Permits that may be required from time to time under
any Environmental Laws applicable to Tenant or the Premises and(ii)be and remain in compliance in with
all terms and conditions of all such Environmental Permits and with all other limitations, restrictions,
conditions,standards,prohibitions,requirements, obligations, schedules and timetables contained in all
Environmental Laws applicable to Tenant or the Premises. As used in this Lease,the term"Environmental
Law"means any past,present or future federal,state or local statutory or common law,or any regulation,
ordinance,code,plan,order,permit,grant,franchise,concession,restriction or agreement issued,entered,
promulgated or approved thereunder,relating to(a)the environment,human health or safety,including,
without limitation,emissions,discharges,releases or threatened releases of Hazardous Materials(as defined
below) into the environment(including, without limitation, air, surface water, groundwater or land), or
(b)the manufacture, generation, refining, processing, distribution, use, sale, treatment, receipt, storage,
disposal,transport,arranging for transport,or handling of Hazardous Materials. "Environmental Permits"
means,collectively,any and all permits,consents,licenses,approvals and registrations of any nature at any
time required pursuant to,or in order to comply with,any Environmental Law. Except for ordinary and
general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning
materials and,to the extent approved in writing by Landlord(which shall not be unreasonably withheld),
materials reasonably necessary for the conduct of Tenant's business that are used and stored in compliance
with all Environmental Laws(some or all of which may constitute"Hazardous Materials"as defined in this
Lease),Tenant agrees not to cause or permit any Hazardous Materials to be brought upon,stored,used,
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handled, generated, released or disposed of on, in, under or about the Premises by Tenant, its agents,
employees, subtenants, assignees, licensees, contractors or invitees (collectively, "Tenant's Parties"),
without the prior written consent of Landlord,which consent Landlord may withhold in its sole and absolute
discretion. Upon the expiration or earlier termination of this Lease,Tenant agrees to promptly remove from
the Premises, at its sole cost and expense, any and all Hazardous Materials,including any equipment or
systems containing Hazardous Materials which are installed, brought upon, stored, used, generated or
released upon, in, under or about the Premises by Tenant or any of Tenant's Parties or other persons or
entities. To the fullest extent permitted by law,Tenant agrees to promptly indemnify,protect,defend and
hold harmless Landlord and Landlord's partners, officers, directors, employees, agents, successors and
assigns (collectively,"Landlord Indemnified Parties") from and against any and all claims, damages,
judgments,suits,causes of action,losses,liabilities,penalties,fines,expenses and costs(including,without
limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims,
attorneys' fees,consultant fees and expert fees and court costs)which arise or result from the presence of
Hazardous Materials on,in,under or about the Premises and which are caused or permitted by Tenant or
any of Tenant's Parties or any other persons or entities. Tenant agrees to promptly notify Landlord of any
release of Hazardous Materials which Tenant becomes aware of during the Term of this Lease,whether
caused by Tenant or any other persons or entities. In the event of any release of Hazardous Materials caused
or permitted by Tenant or any of Tenant's Parties or any other persons or entities,Landlord shall have the
right,but not the obligation,to cause Tenant to immediately take all steps Landlord deems necessary or
appropriate to remediate such release and prevent any similar future release to the satisfaction of Landlord
and Landlord's mortgagee(s). Upon giving reasonable notice to Tenant,at all times during the Term of this
Lease,but subject to being escorted by an authorized employee of Tenant while in the Premises as provided
in Section 14 herein, Landlord will have the right,but not the obligation,to Tenant-escorted entry only
upon the Premises to inspect,investigate,sample and/or monitor the Premises to determine if Tenant is in
compliance with the terms of this Lease regarding Hazardous Materials. Landlord and Tenant agree to
work in good faith to establish an entry system reasonably acceptable to Tenant so that an"authorized
employee or agent of Landlord" can gain access to the Premises in the event of an emergency, which
procedures shall include,but not be limited to,having Landlord's authorized employees and agents"pre-
screened by Tenant"and added to Tenant's approved list of entrants. "pre-screened by Tenant"means any
criminal history or background check of any type(including,but not limited to,the Department of Justice's
live scan)as may be required by Tenant and at the sole discretion of Tenant."authorized employee or agent
of Landlord"means any"pre-screened by Tenant"employee or agent of Landlord approved,at Tenant's
sole discretion, by Tenant for adding to the approved list of entrants. Tenant will, upon the request of
Landlord, cause to be performed an environmental audit of the Premises at Tenant's expense by an
environmental consulting firm reasonably acceptable to Landlord. As used in this Lease, the term
"Hazardous Materials"shall mean and include any hazardous or toxic materials,substances or wastes as
now or hereafter designated or regulated under any law,statute,ordinance,rule,regulation,order or ruling
of any agency of the State,the United States Government or any local governmental authority,including,
without limitation, asbestos, petroleum, petroleum hydrocarbons and petroleum based products, urea
formaldehyde foam insulation, polychlorinated biphenyls ("PCBs"), and freon and other
chlorofluorocarbons. The provisions of this Section 5.3.1 will survive the expiration or earlier termination
of this Lease.
5.3.2 Landlord's Environmental Representations and Indemnification. Landlord represents and
warrants to Tenant that, as of the date of this Lease and to Landlord's actual knowledge and except as
disclosed in the environmental report(s)referenced in Exhibit"E",there are no Hazardous Materials in,on,
under, below or otherwise located on or about the Premises in violation of applicable laws, rules and
regulations ("Applicable Laws"). Landlord shall indemnify, protect, defend and hold Tenant, its
successors,assigns,subtenants,agents,employees,officers and directors harmless from any and all losses,
damages,liabilities,judgments,costs,claims,expenses,penalties,including,but not limited to,attorneys'
fees,court costs and consultant fees(i)arising out of or involving any Hazardous Materials introduced upon
the Premises by Landlord in violation of Environmental Law or (ii) due to Landlord's breach of its
foregoing representation. The provisions of this Section 5.3.2 will survive the expiration or earlier
termination of this Lease. Landlord's actual knowledge means the actual knowledge of any of the
following: Edward M. Kashian, Lee J. Kolligian, Salvatore Gonzales, Daniel D. Kuniyoshi and Eddie
Arakelian,or any person(s)succeeding the foregoing named person(s)in an equivalent position(s)and/or
responsibility(ies);provided,however, in no event will any such individuals or succeeding person(s)be
personally liable for any of the representations,warranties or indemnifications set forth in this Lease.
5.4 Refuse and Sewage. Tenant agrees not to keep any trash,garbage,waste or other refuse on the
Premises except in sanitary containers and agrees to regularly and frequently remove same from the
Premises. Tenant shall keep all containers or other equipment used for storage of such materials in a clean
and sanitary condition. Tenant shall, at Tenant's sole cost and expense,properly dispose of all sanitary
sewage and shall not use the sewage disposal system for the disposal of anything except sanitary sewage.
Tenant shall keep the sewage disposal system free of all obstructions.
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6. Pavments and Notices.
All Rent and other sums payable by Tenant to Landlord hereunder shall be paid to Landlord at the address
designated in Section 1.1 of the Summary,or to such other persons and/or at such other places as Landlord
may hereafter designate in writing. Any notice required or permitted to be given hereunder must be in
writing and given by personal delivery(including delivery by nationally recognized overnight courier or
express mailing service), facsimile transmission sent by a machine capable of confirming transmission
receipt, with a hard copy of such notice delivered no later than one (1) business day after facsimile
transmission by another method specified in this Section 6, or by registered or certified mail, postage
prepaid,return receipt requested,addressed to Tenant at the address(es)designated in Section 1.2 of the
Summary,or to Landlord at the address(es)designated in Section 1.1 of the Summary. Either party may,
by written notice to the other,specify a different address for notice purposes. Notice given in the foregoing
manner shall be deemed given(i)upon confirmed transmission if sent by facsimile transmission,provided
such transmission is prior to 5:00 p.m. on a business day(if such transmission is after 5:00 p.m. on a
business day or is on a non-business day,such notice will be deemed given on the following business day),
(ii)when actually received or refused by the party to whom sent if delivered by a carrier or personally
served or(iii)if mailed,on the day of actual delivery or refusal as shown by the certified mail return receipt
or the expiration of three(3)business days after the day of mailing,whichever first occurs. For purposes
of this Section 6,a"business day"is Monday through Friday,excluding holidays observed by the United
States Postal Service.
7. Brokers.
Each party represents and warrants to the other, that, to its knowledge, no broker, agent or finder
(a)negotiated or was instrumental in negotiating or consummating this Lease on its behalf, or(b)is or
might be entitled to a commission or compensation in connection with this Lease. Tenant shall indemnify,
protect,defend(by counsel reasonably approved in writing by Landlord)and hold Landlord harmless from
and against any and all claims,judgments,suits,causes of action,damages,losses,liabilities and expenses
(including attorneys' fees and court costs) resulting from any breach by Tenant of the foregoing
representation, including,without limitation, any claims that may be asserted against Landlord by any
broker,agent or finder undisclosed by Tenant herein. Landlord shall indemnify,protect,defend(by counsel
reasonably approved in writing by Tenant)and hold Tenant harmless from and against any and all claims,
judgments,suits,causes of action,damages,losses,liabilities and expenses(including attorneys'fees and
court costs)resulting from any breach by Landlord of the foregoing representation, including, without
limitation,any claims that may be asserted against Tenant by any broker,agent or finder undisclosed by
Landlord herein. The foregoing indemnities shall survive the expiration or earlier termination of this Lease.
8. Surrender;Holding Over.
8.1 The provisions in this Section 8 shall not apply if Tenant acquires the Premises as a result of
exercising Tenant's option to purchase pursuant to Section 33 herein.
8.2 Surrender of Premises. Upon the expiration or sooner termination of this Lease,Tenant shall
surrender all keys for the Premises to Landlord, and Tenant shall deliver exclusive possession of the
Premises to Landlord broom clean and in first-class condition and repair,reasonable wear and tear excepted
(and casualty damage excepted if this Lease is terminated as a result thereof pursuant to Section 17),with
all of Tenant's personal property(and those items,if any,of Improvements and Tenant Changes identified
by Landlord pursuant to Section 11.2 below)removed therefrom and all damage caused by such removal
repaired,as required pursuant to Sections 11.2 and 11.3 below. If,for any reason,Tenant fails to surrender
the Premises on the expiration or earlier termination of this Lease,with such removal and repair obligations
completed,then, in addition to the provisions of Section 983 below and Landlord's rights and remedies
under Section 11.4 and the other provisions of this Lease,Tenant shall indemnify, protect, defend (by
counsel reasonably approved in writing by Landlord)and hold Landlord harmless from and against any and
all claims,judgments,suits,causes of action,damages,losses,liabilities and expenses(including attorneys'
fees and court costs)resulting from such failure to surrender,including,without limitation,any claim made
by any succeeding tenant based thereon. The foregoing indemnity shall survive the expiration or earlier
termination of this Lease.
8.3 Holding Over. If Tenant holds over after the expiration or earlier termination of the Lease Term,
then,without waiver of any right on the part of Landlord as a result of Tenant's failure to timely surrender
possession of the Premises to Landlord,Tenant shall become a tenant at sufferance only,upon the terms
and conditions set forth in this Lease so far as applicable(including Tenant's obligation to pay all costs,
expenses and any other additional Rent under this Lease),but at a Monthly Rent equal to one hundred fifty
percent (150%) of the Monthly Rent applicable to the Premises immediately prior to the date of such
expiration or earlier termination. Acceptance by Landlord of rent after such expiration or earlier termination
shall not constitute a consent to a hold over hereunder or result in an extension of this Lease. Tenant shall
pay an entire month's Monthly Rent calculated in accordance with this Section 8.3 for any portion of a
month it holds over and remains in possession of the Premises pursuant to this Section 8.3.
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8.4 No Effect on Landlord's Rights. The foregoing provisions of this Section 8 are in addition to,
and do not affect, Landlord's right of re-entry or any other rights of Landlord hereunder or otherwise
provided at law or in equity.
9. Taxes.
9.1 Real Property Taxes. Tenant agrees to pay all general and special real property taxes,assessments
(including,without limitation,change in ownership taxes or assessments),liens,bond obligations,license
fees or taxes, commercial rent taxes and any similar impositions in-lieu of other impositions now or
previously within the definition of real property taxes or assessments and any and all assessments under
any covenants, conditions and restrictions affecting the Premises (collectively "Real Property Taxes")
which may be now or hereafter levied or assessed against the Premises applicable to the period from the
Commencement Date until the expiration or sooner temrination of this Lease. Real Property Taxes shall
include,by way of illustration but not limitation,the following: (a)any tax on Landlord's"right"to rent
or"right"to other income from the Premises or as against Landlord's business of leasing the Premises;
(b)any assessment,tax,fee,levy or charge in substitution,partially or totally,of any assessment,tax,fee,
levy or charge previously included within the definition of real property tax, it being acknowledged by
Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June,
1978 election and that assessments, taxes, fees, levies and charges may be imposed by governmental
agencies for such services as fire protection,street,sidewalk and road maintenance,refuse removal and for
other governmental services formerly provided without charge to property owners or occupants. It is the
intention of Tenant and Landlord that all such new and increased assessments, taxes, fees, levies and
charges be included within the definition of"Real Property Taxes"for the purposes of this Lease;(c)any
assessment,tax,fee,levy or charge allocable to or measured by the area of the Premises or the Rent payable
by Tenant hereunder,including,without limitation,any gross receipts tax or excise tax levied by state,city
or federal government,or any political subdivision thereof,with respect to the receipt of such Rent,or upon
or with respect to the possession,leasing,operation,management,maintenance,alteration,repair,use or
occupancy by Tenant and of the Premises;(d)any assessment,tax,fee,levy or charge upon this transaction
or any document to which Tenant is a party,creating or transferring an interest or an estate in the Premises;
and/or(e)any assessment,tax,fee,levy or charge by any governmental agency related to any transportation
plan, fund or system (including assessment districts)instituted within the geographic area of which the
Premises make a part.
All Real Property Taxes for the tax year in which the Commencement Date occurs and for the tax year in
which this Lease terminates shall be apportioned and adjusted so that Tenant shall not be responsible for
any Real Property Taxes for a period of time occurring prior to the Commencement Date or subsequent to
the expiration of the Lease Term.
Tenant agrees to pay to the taxing authority entitled thereto the total Real Property Taxes due. Any of said
payments to be made directly to the taxing authority shall be made at least fifteen(15)days prior to the
delinquency date established by the taxing authority,and Tenant shall,concurrently with such payment,
deliver evidence of such payment to Landlord. Failure of Tenant to pay said Real Property Taxes as and
when herein specified shall, in addition to all other rights and remedies of Landlord hereunder,subject
Tenant to any fine,penalty,interest,or cost which Landlord may incur as a result thereof. Tenant shall,
within thirty (30) days after demand, reimburse Landlord for any such fine, penalty, interest, or cost,
together with interest thereon at the Interest Rate. Alternatively, Landlord may elect to pay the Real
Property Taxes due prior to delinquency directly to the taxing authority, in which event Tenant shall
reimburse Landlord for the Real Property Taxes paid by Landlord within fifteen(15)days after receipt of
an invoice from Landlord.
9.2 Personal Property Taxes. Tenant shall be liable for,and shall pay before delinquency,all taxes
and assessments (real and personal)levied against(a) any personal property or trade fixtures placed by
Tenant in or about the Premises(including any increase in the assessed value of the Premises based upon
the value of any such personal property or trade fixtures);and(b)any Improvements or alterations in the
Premises(whether installed and/or paid for by Landlord or Tenant). If any such taxes or assessments are
levied against Landlord or Landlord's property,Landlord may,after written notice to Tenant(and under
proper protest if requested by Tenant)pay such taxes and assessments,and Tenant shall reimburse Landlord
therefor within thirty(30)days after demand by Landlord;provided,however,Tenant,at its sole cost and
expense, shall have the right, with Landlord's cooperation, to bring suit in any court of competent
jurisdiction to recover the amount of any such taxes and assessments so paid under protest.
10. Repairs.
10.1 Tenant's Maintenance and Repair Obligations. Except for Landlord's express obligations under
this Lease(including,but not limited to,Section 10.2 below and Exhibit`B"attached hereto),Tenant shall
at all times and at Tenant's sole cost and expense,keep,maintain,clean,repair,renovate,retrofit,replace
and preserve the Premises and all parts thereof,in good condition and repair to maintain the Premises in
substantially the same condition delivered to Tenant on the Commencement Date,reasonable wear and tear
DA 0ir-L..(Fvup 9.18.17.Do, —7-
excepted("Tenant's Maintenance"). Tenant shall at all times during the Term make all changes,repairs
and improvements to the Premises of every kind and nature,whether ordinary or extraordinary,foreseen or
unforeseen,which may be required by any laws or for the safety of the Premises;provided,however,Tenant
shall not be required to make any structural changes, repairs and improvements to the Premises unless
triggered by(a)any improvements or alterations made to the Premises by Tenant or on behalf of Tenant
when made at Tenant's written request, or, (b) any acts or omissions of Tenant or any of Tenant's
employees,agents,contractors,subtenants or licensees("Tenant's Repairs"). Such Tenant's Maintenance
and Tenant's Repairs shall be performed with due diligence, lien-free and in a good and workmanlike
manner,by licensed contractor(s)which are selected by Tenant and approved by Landlord,which approval
Landlord shall not unreasonably withhold or delay.
10.2 Landlord's Repair Rights and Obligations. Except as provided in this Lease,including,but not
limited,to Sections 10.1 and 10.3 herein,Landlord has no obligation whatsoever to alter,remodel,improve,
repair,renovate,retrofit,replace,redecorate or paint all or any part of the Premises. Tenant waives the
right to make repairs at Landlord's expense under any law,statute or ordinance now or hereafter in effect
(including the provisions of California Civil Code Section 1942 and any successive sections or statutes of
a similar nature). If Tenant fails to perform Tenant's obligations under Section 10.1 hereof,or under any
other provision of this Lease,then Landlord shall have the option(but not the obligation)to enter upon the
Premises after ten(10) days' prior written notice to Tenant,or in the case of an emergency immediately
without prior notice,to perform such obligations on Tenant's behalf necessary to return the Premises to
good order,condition and repair,whereupon the costs incurred by Landlord shall become due and payable
to Landlord, upon demand, together with a fee of fifteen percent(15%) of the costs of such work for
Landlord's managing agent and the provisions Section 21.1. Notwithstanding the foregoing,Landlord and
Tenant have,concurrently with the execution of this Lease,entered into the Premises Services Agreement
attached hereto as Exhibit`B"("Premises Services Agreement")wherein Landlord has agreed to perform
certain services on Tenant's behalf but subject to reimbursement by Tenant as more particularly provided
in the Premises Services Agreement. Landlord's performance of services pursuant to the Premises Services
Agreement shall not be considered improvements or alterations made to the Premises on behalf of Tenant
for the purposes of Sections 10.1 and 10.3 herein. Except as otherwise provided in Exhibit`B",this Lease
is intended to be a triple-net lease and to the extent Landlord provides any services hereunder on Tenant's
behalf, Landlord shall be reimbursed for such services in accordance with the Premises Services
Agreement,including the administrative and management fees set forth therein.
10.3 Compliance with Applicable Laws. Notwithstanding the foregoing or anything to the contrary
contained in this Lease,Landlord hereby warrants to Tenant that the Building and all portions thereof shall
be in compliance with the requirements of all Applicable Laws,including,but not limited to,the Americans
with Disabilities Act("ADA")on the Commencement Date. Following the Commencement Date,Landlord
shall continue to be responsible for making alterations or repairs to the Building resulting from or
necessitated by any change in Applicable Laws,including ADA. However,notwithstanding anything to
the contrary contained in this Lease,Tenant,at Tenant's sole cost and expense,shall promptly make all
repairs,replacements,alterations or improvements needed to comply with all Applicable Laws to the extent
(a)triggered by any improvements or alterations made to the Premises by or on behalf of Tenant when
made at Tenant's written request, (b)triggered by any acts or omissions of Tenant or any of Tenant's
employees, agents, contractors, subtenants or licensees, and/or (c)the required repairs, replacements,
alterations or improvements relate to Tenant's furniture,fixtures,equipment and other personal property or
items that will not remain in the Building following the expiration or earlier termination of this Lease.
11. Alterations.
11.1 Tenant Changes;Conditions.
(a) Tenant shall not make any alterations, additions, improvements or decorations to the Premises
(collectively, "Tenant Changes," and individually, a "Tenant Change") unless Tenant first
obtains Landlord's prior written approval thereof,which approval Landlord shall not unreasonably
withhold or delay. Notwithstanding the foregoing,Landlord's prior approval shall not be required
for any Tenant Change which satisfies all of the following conditions (hereinafter a "Pre-
Approved Change"): (i)the costs of such Tenant Change does not exceed Ten Thousand Dollars
($10,000.00)individually;(ii)the costs of such Tenant Change when aggregated with the costs of
all other Tenant Changes made by Tenant do not exceed Fifty Thousand Dollars($50,000.00)in
any three(3)year period;(iii)Tenant delivers to Landlord final plans,specifications and working
drawings for such Tenant Change at least ten(10)days prior to commencement of the work thereof,
(iv)Tenant and such Tenant Change otherwise satisfy all other conditions set forth in this Section
11.1;and(v)the Tenant Change does not affect the structural,electrical,mechanical,life-safety or
exterior elements of the Premises.
(b) After Landlord has approved the Tenant Changes and the plans, specifications and working
drawings therefor (or is deemed to have approved the Pre-Approved Changes as set forth in
Section 11.1(a)above),Tenant shall:(i)enter into an agreement for the performance of such Tenant
DA 0111cc I.—(R-1)9.18.17.Doc -8-
Changes with licensed and bondable contractors and subcontractors selected by Tenant and
approved by Landlord, which approval shall not be unreasonably withheld; and (ii) before
proceeding with any Tenant Change,provide Landlord with at least ten(10)days' prior written
notice thereof. In addition,before proceeding with any Tenant Change,Tenant's contractors shall
obtain,on behalf of Tenant and at Tenant's sole cost and expense:(A)all necessary governmental
permits and approvals for the commencement and completion of such Tenant Change;and(B)at
Landlord's request,a completion and lien indemnity bond,or other surety,satisfactory to Landlord
for such Tenant Change. Landlord's approval of any contractor(s)and subcontractor(s)of Tenant
shall not release Tenant or any such contractor(s)and/or subcontractor(s)from any liability for any
conduct or acts of such contractor(s) and/or subcontractor(s). Further, Landlord's approval of
Tenant Changes and the plans therefor will create no liability or responsibility on Landlord's part
concerning the completeness of same or their design sufficiency or compliance with laws.
(c) All Tenant Changes shall be performed: (i)in accordance with the approved plans,specifications
and working drawings;(ii)lien-free and in a good and workmanlike manner; (iii) in compliance
with all laws,rules and regulations of all governmental agencies and authorities including,without
limitation, applicable building permit requirements and the provisions of Title III of the ADA;
(iv)by licensed and/or bondable contractors and subcontractors approved by Landlord and(v)at
such times,in such manner and subject to such rules and regulations as Landlord may from time to
time reasonably designate.
(d) Throughout the performance of the Tenant Changes,Tenant shall obtain,or cause its contractors
to obtain, workers compensation insurance and commercial general liability insurance in
compliance with the provisions of Section 19 of this Lease.
11.2 Removal of Tenant Changes. Except in the event this Lease terminates pursuant to Section 33
(Option to Purchase)herein,all Tenant Changes and the Improvements in the Premises(whether installed
or paid for by Landlord or Tenant),shall become the property of Landlord and shall remain upon and be
surrendered with the Premises at the end of the Term of this Lease;provided,however,Landlord may,by
written notice delivered to Tenant on or before the expiration of the Lease Term (or upon any sooner
termination of this Lease) identify those items of the initial Improvements and Tenant Changes which
Landlord shall require Tenant to remove at the end of the Term of this Lease. If Landlord requires Tenant
to remove any such items as described above,Tenant shall,at its sole cost,remove the identified items on
or before the expiration or sooner termination of this Lease and repair any damage to the Premises caused
by such removal(or,at Landlord's option,shall pay to Landlord all of Landlord's costs of such removal
and repair).
11.3 Removal of Personal Property. Except in the event this Lease terminates pursuant to Section 33
(Option to Purchase)herein,all articles of personal property owned by Tenant or installed by Tenant at its
expense in the Premises(including business and trade fixtures,furniture and movable partitions)shall be,
and remain,the property of Tenant,and shall be removed by Tenant from the Premises,at Tenant's sole
cost and expense,on or before the expiration or sooner termination of this Lease. Tenant shall repair any
damage caused by such removal.
11.4 Tenant's Failure to Remove. Except in the event this Lease terminates pursuant to Section 33
(Option to Purchase)herein,if Tenant fails to remove by the expiration or sooner termination of this Lease
all of its personal property or any Tenant Changes identified by Landlord for removal pursuant to
Section 11.2 above,then such failure shall constitute a holding over of the Premises pursuant to Section 8.2
and Landlord may,(without liability to Tenant for loss thereof), at Tenant's sole cost and in addition to
Landlord's other rights and remedies under this Lease,at law or in equity:(a)remove and store such items
in accordance with Applicable Laws;and/or(b)upon ten(10)days'prior notice to Tenant sell all or any
such items at private or public sale for such price as Landlord may obtain as permitted under Applicable
Laws. Landlord shall apply the proceeds of any such sale to any amounts due to Landlord under this Lease
from Tenant(including Landlord's attorneys' fees and other costs incurred in the removal,storage and/or
sale of such items),with any remainder to be paid to Tenant.
12. Liens.
Tenant shall not permit any mechanic's,materialmen's or other liens to be filed against all or any part of
the Premises,nor against Tenant's leaseliold interest in the Premises, by reason of or in connection with
any repairs,alterations,improvements or other work contracted for or undertaken by Tenant or any other
act or omission of Tenant or Tenant's agents,employees,contractors,licensees or invitees. Tenant shall,
at Landlord's request, provide Landlord with enforceable, conditional and final lien releases (and other
reasonable evidence reasonably requested by Landlord to demonstrate protection from liens) from all
persons furnishing labor and/or materials with respect to the Premises. Landlord shall have the right at all
reasonable times to post on the Premises and record any notices of non-responsibility which it deems
necessary for protection from such liens. If any such liens are filed, Tenant shall, at its sole cost,
immediately cause such lien to be released of record or bonded so that it no longer affects title to the
DA OITce I.—(F-1)9 18.17 Dale -9-
Premises. If Tenant fails to cause such lien to be so released or bonded within twenty(20)days after filing
thereof,Landlord may,without waiving its rights and remedies based on such breach,and without releasing
Tenant from any of its obligations, cause such lien to be released by any means it shall deem proper,
including payment in satisfaction of the claim giving rise to such lien. Tenant shall pay to Landlord within
five (5) days after receipt of invoice from Landlord, any sum paid by Landlord to remove such liens,
together with interest at the Interest Rate from the date of such payment by Landlord. Notice is hereby
given that Landlord shall not be liable for any labor,services or materials furnished or to be furnished to
Tenant,or to anyone holding the Premises through or under Tenant,and that no mechanics'or other liens
for any such labor,services or materials shall attach to or affect the interest of Landlord in the Premises.
13. Assignment and Subletting.
13.1 Restriction on Transfer. Tenant will not assign this Lease in whole or in part,nor sublet all or
any part of the Premises(collectively and individually,a"Transfer"),without the prior written consent of
Landlord,which consent Landlord will not unreasonably withhold,except as provided in this Section 13.
In no event may Tenant encumber or hypothecate this Lease. The consent by Landlord to any assignment,
encumbrance or subletting shall not constitute a waiver of the necessity for such consent to any subsequent
assignment or subletting. This prohibition against assigning or subletting shall be construed to include a
prohibition against any assignment or subletting by operation of law. Irrespective of any assignment or
sublease,Tenant shall remain fully liable under this Lease and shall not be released from performing any
of the terms, covenants and conditions of this Lease. Without limiting in any way Landlord's right to
withhold its consent on any reasonable grounds,it is agreed that Landlord will not be acting unreasonably
in refusing to consent to an assignment or sublease if,in Landlord's opinion,(i)the net worth or financial
capabilities of such assignee is less than that of Tenant at the date hereof, (ii)the proposed assignee or
subtenant does not have the financial capability to fulfill the obligations imposed by the assignment or
sublease, (iii) the proposed assignment or sublease involves a change of use of the Premises from that
specified herein, or(iv)the proposed assignee or subtenant is not, in Landlord's reasonable opinion, of
reputable or good character. If Tenant is a corporation,limited liability company,or an unincorporated
association or partnership,the transfer,assignment or hypothecation of any stock or interest in such entity
in the aggregate in excess of forty-nine percent(49%)shall be deemed an assignment within the meaning
and provisions of this Section 13.1.
13.2 Transfer Notice. If Tenant desires to effect Transfer,then at least thirty(30)days prior to the date
when Tenant desires the Transfer to be effective(the"Transfer Date"),Tenant agrees to give Landlord a
notice(the"Transfer Notice"),stating the name,address and business of the proposed assignee,sublessee
or other transferee(sometimes referred to hereinafter as"Transferee"),reasonable information(including
references)concerning the character,ownership, and financial condition of the proposed Transferee,the
Transfer Date,any ownership or commercial relationship between Tenant and the proposed Transferee,and
the consideration and all other material terms and conditions of the proposed Transfer,all in such detail as
Landlord may reasonably require.
13.3 Landlord's Options. Within fifteen(15)days of Landlord's receipt of any Transfer Notice,and
any additional information requested by Landlord concerning the proposed Transferee's financial
responsibility,Landlord will notify Tenant of its election to do one of the following: (i) consent to the
proposed Transfer subject to such reasonable conditions as Landlord may impose in providing such consent;
(ii)refuse such consent,which refusal shall be on reasonable grounds;or(iii)terminate this Lease as to all
or such portion of the Premises which is proposed to be sublet or assigned and recapture all or such portion
of the Premises for reletting by Landlord.
13.4 Additional Conditions. A condition to Landlord's consent to any Transfer of this Lease will be
the delivery to Landlord of a true copy of the fully executed instrument of assignment,sublease,transfer or
hypothecation, in form and substance reasonably satisfactory to Landlord. Tenant agrees to pay to
Landlord,as additional Rent,one hundred percent(100%)of all sums and other consideration payable to
and for the benefit of Tenant by the assignee or sublessee in excess of the rent payable under this Lease for
the same period and portion of the Premises. In calculating excess rent or other consideration which may
be payable to Landlord under this Section 13.4,Tenant will be entitled to deduct commercially reasonable
third party brokerage commissions and attorneys'fees and other amounts reasonably and actually expended
by Tenant in connection with such assignment or subletting if acceptable written evidence of such
expenditures is provided to Landlord. No Transfer will release Tenant of Tenant's obligations under this
Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be
performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a
monthly basis,all monies due Tenant by said Transferee,and each sublease shall provide that if Landlord
gives said sublessee written notice that Tenant is in default under this Lease,said sublessee will thereafter
make all payments due under the sublease directly to or as directed by Landlord,which payments will be
credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns
to Landlord all rents and other sums payable under any sublease of the Premises;provided,however,that
Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in
default under this Lease. Tenant shall, within ten (10) days after the execution and delivery of any
nnoir«L—cewp9.1s.n.D -10-
assignment or sublease,deliver a duplicate original copy thereof to Landlord. Consent by Landlord to one
Transfer will not be deemed consent to any subsequent Transfer. In the event of default by any Transferee
of Tenant or any successor of Tenant in the performance of any of the terms hereof,Landlord may proceed
directly against Tenant without the necessity of exhausting remedies against such Transferee or successor.
If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such
Transfer is consummated),then,upon demand,and as a condition precedent to Landlord's consideration of
the proposed assignment or sublease,Tenant agrees to pay Landlord a non-refundable administrative fee of
Five Hundred Dollars($500.00),plus Landlord's reasonable attorneys'fees and costs(whether attributable
to Landlord's in-house attorneys or paralegals or otherwise) and other costs incurred by Landlord in
reviewing such proposed assignment or sublease. Acceptance of the administrative fee and/or
reimbursement of Landlord's attorneys'fees and costs shall in no event obligate Landlord to consent to any
proposed Transfer. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed
Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer
or otherwise has breached its obligations under this Section 13,Tenant's and such Transferee's only remedy
shall be to seek a declaratory judgment and/or injunctive relief,and Tenant,on behalf of itself and,to the
extent permitted by law,such proposed Transferee waives all other remedies against Landlord,including
without limitation,the right to seek monetary damages or to terminate this Lease.
14. Entry by Landlord.
Due to State mandated security requirements,all employees or agents of Landlord must be escorted by an
authorized employee of Tenant while in the Premises. Upon giving reasonable notice to Tenant,and subject
to being escorted by Tenant(except in the event of an emergency,in which event an"authorized employee
or agent of Landlord"may enter the Premises subject to following the Tenant approved entry requirements
more particularly described above, including in Section 5.3.1 herein),Subject to Tenant approved entry
requirement set forth above and in Section 5.3.1,Landlord and its employees and agents shall have the
right to enter the Premises to inspect the same,to exhibit the Premises to prospective lenders or purchasers
(or during the last twelve (12) months of the Term, to prospective tenants), to post notices of non-
responsibility,to alter,improve or repair the Premises or perform certain services(including,but not limited
to,services provided by Landlord pursuant to the Premises Services Agreement), all as contemplated by
this Lease and/or to otherwise exercise its rights and remedies under this Lease,all without being deemed
guilty of or liable for any breach of Landlord's covenant of quiet enjoyment or any eviction of Tenant,and,
subject to contrary provisions herein this Lease,without abatement of rent. In exercising such entry rights,
Landlord shall endeavor to minimize,as reasonably practicable,the interference with Tenant's business,
and shall provide Tenant with reasonable advance written notice of such entry (except in emergency
situations). Landlord shall have the means which Landlord may deem proper to open Tenant's doors in an
emergency in order to obtain entry to the Premises,subject to the Tenant approved entry requirements set
forth above and in Section 5.3.1 herein. Any entry to the Premises obtained by Landlord by any of said
means or otherwise shall not under any circumstances be construed or deemed to be a forcible or unlawful
entry into,or a detainer of,the Premises,or an eviction of Tenant from the Premises or any portion thereof,
or grounds for any abatement or reduction of Rent and Landlord shall not have any liability to Tenant for
any damages or losses on account of any such entry by Landlord except, subject to the provisions of
Sections 20.1 and 22,to the extent of Landlord's gross negligence or willful misconduct.
15. Utilities and Services.
From and after the Early Occupancy Date, Tenant shall be solely responsible for obtaining and shall
promptly pay all charges for heat,air conditioning,water,gas,electricity or any other utility used,consumed
or provided in, fumished to or attributable to the Premises,together with all deposits and hook-up and
connection charges for such utilities. Tenant shall reimburse Landlord within thirty(30)days of billing for
any hook-up, connection, fixture or other charges and/or tariffs that are charged to Landlord by utility
companies. Landlord will notify Tenant of this charge as soon as it becomes known and such charge will
be due as additional Rent. Subject to Section 17 herein,Rent shall not abate and Landlord shall not be
liable for any interruption or failure in the supply of any such utility services to Tenant. To the extent
Landlord provides any services to the Premises(including,but not limited to,utilities,janitorial,repairs,
maintenance,window washing and other services),Tenant will reimburse Landlord for the costs incurred
by Landlord pursuant to the Premises Services Agreement.
16. Mutual Indemnification.
Tenant shall be liable for,and shall indemnify,defend,protect and hold Landlord and Landlord's partners,
officers, directors, employees, agents, successors and assigns (collectively, "Landlord Indemnified
Parties")harmless from and against,any and all claims,damages,judgments,suits,causes of action,losses,
liabilities and expenses, including attorneys' fees and court costs(collectively,"Indemnified Claims"),
arising or resulting from(a) any occurrence at the Premises following the Commencement Date, unless
caused by the negligence,willful misconduct or acts or omissions of Landlord or its agents,employees or
contractors,(b)any act or omission of Tenant or any of Tenant's Parties;(c)the use of the Premises and
conduct of Tenant's business by Tenant or any of Tenant's Parties,or any other activity,work or thing
DA 011-Lax ffm l)9.18.17.No, -]I-
done,permitted or suffered by Tenant or any of Tenant's Parties,in or about the Premises; and/or(d)any
default by Tenant of any obligations on Tenant's part to be performed under the terns of this Lease. In
case any action or proceeding is brought against Landlord or any Landlord Indemnified Parties by reason
of any such Indemnified Claims,Tenant, upon notice from Landlord,shall defend the same at Tenant's
expense by counsel approved in writing by Landlord,which approval shall not be unreasonably withheld.
Landlord shall be liable for,and shall indemnify,defend,protect and hold Tenant and Tenant's officers,
employees, agents, successors and assigns harmless from and against, any and all claims, damages,
judgements,suits,cause of action,losses,liabilities and expenses,including attorneys'fees and court costs,
arising or resulting from any negligence or willful misconduct of Landlord or any Landlord Indemnified
Parties or the any act or omission of Landlord or any Landlord Indemnified Parties. In case any action or
proceeding whatsoever is brought against Tenant or the Tenant Indemnified Parties by reason of any such
claims for which Landlord is responsible,Landlord, upon notice from Tenant,shall defend the same at
Landlord's expense by counsel approved in writing by Tenant,wliich approval shall not be unreasonably
withheld.
16.1 Survival; No Release of Insurers. The indemnification obligations herein this Section 16 shall
survive the expiration or earlier termination of this Lease. The covenants,agreements and indemnification
herein this Section 16,are not intended to and shall not relieve any insurance carrier of its obligations under
policies required to be carried pursuant to the provisions of this Lease.
17. Damage or Destruction. Notwithstanding anything to the contrary in this Lease,if the Premises
are damaged or destroyed as a result of fire,earthquake,act of God,or any other identifiable event of a
sudden,unexpected,or unusual nature(hereinafter"Casualty"),then Landlord shall either promptly and
diligently repair the damage at its own cost,or terminate this Lease as hereinafter provided.
17.1 Landlord's Election to Repair. If Landlord elects to repair the Casualty damage to the Premises,
then it shall within ninety(90)days after the date of Casualty provide written notice(hereinafter"Notice
of Repair")to Tenant indicating the anticipated time required to repair. To the extent that the appropriate
insurance proceeds are available,Landlord shall bear the cost of all repairs to the Premises,including the
cost to repair any alterations or fixtures installed or attached thereto by Tenant. 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 all applicable state and local building codes. Landlord shall not be liable
to Tenant 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 abatement as hereinafter provided. Notwithstanding
the foregoing or anything herein to the contrary,Tenant shall be responsible at its sole cost and expense for
the replacement of its personal property.
17.2 Landlord's Election to Terminate Due to Casualty. Landlord may only elect to terminate the
Lease due to Casualty if. (i)the Premises have been destroyed or substantially destroyed by said Casualty;
and the estimated time to repair the Premises exceeds two hundred seventy(270)days from the date of the
Casualty,(ii)insurance proceeds sufficient to restore the Premises as required above are not available,or
(iii)the Casualty occurs in the last twelve(12)months of the Lease Term. Landlord shall provide Tenant
with written notice of its election to terminate within ninety(90)days after the date of Casualty,specifying
a termination date not less than thirty(30)days from the date of said notice.
17.3 Tenant's Election to Terminate Due to Casualty. If Tenant does not receive a Notice of Repair
from Landlord within ninety(90)days after the Casualty,or if the anticipated period of repair contained in
the Notice of Repair exceeds two hundred seventy(270)days,or if Landlord notifies Tenant in the Notice
of Repair that there will be insufficient insurance proceeds received from Property Insurance Policy to
complete the required repairs and Landlord will not agree to pay for any uninsured repairs,then Tenant
may elect to terminate this Lease. Tenant shall provide Landlord with 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,Tenant shall have the right to demand that Landlord refund any monies which were paid to
Landlord pursuant to the Lease but which were not earned by Landlord by consequence of the Casualty.
Upon receipt of such demand,Landlord shall promptly refund all such monies.
17.4 Abatement. Notwithstanding anything to the contrary in this Lease,during any period in which
by reason of material damage to or destruction or casualty of the Premises,title defect, condemnation(or
sale under threat of condemnation),or any taking pursuant to section 18.herein below any portion of the
Premises cannot be used and occupied by Tenant,including,but not limited to,substantial interference with
Tenant's use and occupancy of the Premises,pursuant to this Lease("Abatement Event"),Rent payments
and any other amounts otherwise due and payable hereunder to Landlord shall be abated proportionately.
Subject to Section 17.3 hereinabove, Tenant waives the benefits of Civil Code Sections 1932(2) and
1933(4)and any and all other rights to terminate the Lease by virtue of any such interference and the Lease
shall continue in full force and effect. In the case of abatement relating to the Premises,the amount of
abatement will be determined by the parties such that the resulting rental represents fair consideration for
the use and occupancy of the portion of the Property not damaged or destroyed or otherwise affected by
such Abatement Event. Such abatement shall continue for the period commencing with the date of such
Dn om«L-(ei.m>ai s.n.D—, -12-
Abatement Event and ending with the substantial completion of the work of repair or replacement of the
Premises so damaged or destroyed or affected by such Abatement Event;and the term of this Lease shall
be extended by the period during which the rental is abated hereunder.Any abatement of any Rent,or any
other amounts otherwise due and payable,pursuant to this Section 17.4 shall not be deemed to be an event
of Default on the part of Tenant under Section 21 or any other provision herein.
Nothing contained in this Section 17.4 shall obligate Tenant for payments of Rent,and/or any other amounts
otherwise due and payable hereunder if this Lease is terminated pursuant to Sections 17.2 or 17.3 herein.
18. Eminent Domain.
18.1 Total or Partial Taking. In case all of the Premises,or such part thereof as shall materially and
substantially interfere with Tenant's ability to conduct its business upon the Premises,shall be taken for
any public or quasi-public purpose by any lawful power or authority by exercise of the right of
appropriation,condemnation or eminent domain,or sold to prevent such taking,Tenant shall have the right
to terminate this Lease effective as of the date possession is required to be surrendered to said authority.
Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of
such taking,and Landlord shall be entitled to receive the entire amount of any award without deduction for
any estate or interest of Tenant;provided,however,in the event of such a taking,Tenant shall be entitled
to such portion of the award as shall be attributable to goodwill and for damage to,or the cost of removal
of,Tenant's personal property. In the event this Lease is not terminated following a taking,Landlord shall
be entitled to the entire amount of the award without deduction for any estate or interest of Tenant,Landlord
shall restore the Premises to substantially their same condition prior to such partial taking to the extent of
any award proceeds received by Landlord,and rent shall be abated as provided in Section 17.4 above. If
the award proceeds from the taking are insufficient to restore the Premises as required by the preceding
sentence and Landlord does not provide its own funds to so restore the Premises,and if as a result thereof
Tenant's ability to use the Premises as contemplated by this Lease is materially and substantially impaired,
then Tenant may elect to terminate this Lease by giving Landlord written notice thereof;provided,however,
Landlord may rescind such termination by giving Tenant written notice within ten(10) business days
following Landlord's receipt of such termination notice from Tenant that Landlord will provide the
necessary funds to so restore the Premises.
18.2 Temporary Taking. In the event of taking of the Premises or any part thereof for temporary use,
(i)this Lease shall be and remain unaffected thereby and Rent shall abate as provided in Section 17.4 herein,
and(ii)Landlord shall be entitled to receive for itself such portion or portions of any award made for such
use with respect to the period of the taking which is within the Lease Term. For purposes of this
Section 18.2,a temporary taking shall be defined as a taking for a period of one(1)year or less.
19. Tenant's Insurance.
19.1 Types of Insurance. On or before the earlier of the Early Occupancy Date or the date Tenant
commences or causes to be commenced any work of any type in or on any portion of the Premises, and
continuing thereafter until the expiration of the Term,Tenant shall obtain and keep in full force and effect
respecting the Premises,the following insurance or self-insurance:
(a) Business personal property and personal property insurance,or self-insurance,to cover Tenant's
personal property installed or placed on the Premises, including the personal property of others
placed under the custody and care of Tenant.
(b) Commercial general liability insurance coverage,on an occurrence basis,including personal injury,
bodily injury(including wrongful death),broad form property damage,operations hazard,owner's
protective coverage,contractual liability(including Tenant's indemnification obligations under this
Lease, including Section 16 hereof), liquor liability (if Tenant serves or stores alcohol on the
Premises),products and completed operations liability,and owned/non-owned auto liability,with
a general aggregate of not less than Three Million Dollars ($3,000,000) per occurrence with
"umbrella"or excess liability coverage of not less than Five Million Dollars($5,000,000). The
limits of such commercial general liability insurance shall be increased every three(3)years during
the Term of this Lease to an amount mutually agreed to by Tenant and Landlord.
(c) Worker's compensation and employer's liability insurance, in statutory amounts and limits,
covering all persons employed in connection with any work done in,on or about the Premises for
which claims for death or bodily injury could be asserted against Landlord,Tenant or the Premises.
(d) Loss of income,extra expense and business interruption insurance covering a minimum of twelve
(12)months of Tenant's Rent and such additional amounts as will reimburse Tenant for direct or
indirect loss of earnings attributable to all perils commonly insured against by prudent tenants or
attributable to prevention of access to the Premises or Tenant's parking areas as a result of such
perils.
DA OIGce Lux(Fwl)9.18.17.r.- -1 3-
(e) Any other form or forms of insurance as Tenant or Landlord or the mortgagees of Landlord may
reasonably require from time to time, in form, amounts and for insurance risks against which a
prudent tenant would protect itself,but only to the extent such risks and amounts are available in
the insurance market at commercially reasonable costs.
19.2 Requirements. Each policy required to be obtained by Tenant hereunder shall: (a)be issued by
insurers authorized to do business in the state in which the Premises is located and rated not less than
financial class X,and not less than policyholder rating A in the most recent version of Best's Key Rating
Guide(provided that,in any event,the same insurance company shall provide the coverages described in
Sections 19.1(a)and 20.1(d)above);(b)be in form reasonably satisfactory from time to time to Landlord;
(c)name Tenant as named insured thereunder and shall name Landlord and, at Landlord's request,such
other persons or entities of which Tenant has been informed in writing,as additional insureds with respect
to the insurance described in Section 19.1(b)above,and as loss-payees and additional named insureds with
respect to the insurance described in Sections 19.1(a)and(d)above,all as their respective interests may
appear; (d)not have a deductible amount exceeding Ten Thousand Dollars($10,000),which deductible
amount shall be deemed self-insured with a full waiver of subrogation; (e)specifically provide that the
insurance afforded by such policies for the benefit of the additional insureds shall be primary, and any
insurance carried by the additional insureds shall be excess and non-contributing; (f) contain an
endorsement that the insurer waives its right to subrogation as described in Section 20 below;(g)require
the insurer to notify the additional insureds in writing not less than thirty(30)days prior to any change,
reduction in coverage,cancellation or other termination thereof,(h)contain a cross liability or severability
of interest endorsement with respect to the insurance described in Section 19.1(b)above;(i)be in amounts
sufficient at all times to satisfy any coinsurance requirements thereof,and 0)provide that any loss otherwise
payable thereunder shall be payable notwithstanding any act or omission of Landlord or Tenant which
might,absent such provision,result in a forfeiture of all or a part of such insurance payment. Tenant agrees
to deliver to Landlord,as soon as practicable after the placing of the required insurance,but in no event
later than the date Tenant enters all or any part of the Premises,certificates from the insurance company
evidencing the existence of such insurance and Tenant's compliance with the foregoing provisions of this
Section 19). Tenant shall cause replacement certificates to be delivered to Landlord not less than thirty
(30)days prior to the expiration of any such policy or policies. If any such initial or replacement certificates
are not furnished within the time(s)specified herein,Tenant shall be deemed to be in material default under
this Lease without the benefit of any additional notice or cure period provided in Section 21.1 below,and
Landlord shall have the right,but not the obligation,to procure such policies and certificates at Tenant's
expense. A certificate of proof of being permissibly self-insured shall satisfy the aforementioned
requirements under this Section 19.2.
In the event Tenant qualifies and elects to self-insure pursuant to the provisions hereof,(a)Tenant shall
agree to assume all duties,obligations and responsibilities of an insurance company with respect to any
claim made under such program, (b)to the extent otherwise required under this Lease, Tenant shall
indemnify,defend,protect and hold harmless Landlord and any other person that Tenant may be required
hereunder to name as additional insured against and from any and all losses or liabilities as to which this
Lease otherwise requires Tenant to carry insurance, and(c)if Tenant thereafter elects to terminate such
self-insurance program,Tenant shall give at least thirty(30)days'prior written notice thereof to Landlord
along with copies of replacement policies of insurance or certificates in accordance with the requirements
set forth in this Section 19.2.
19.3 Effect on Insurance. Tenant shall not do or permit to be done anything which will violate or
invalidate any insurance policy maintained by Tenant hereunder. If Tenant's occupancy or conduct of its
business in or on the Premises results in any increase in premiums for any insurance carried by Landlord,
Tenant shall pay such increase as additional Rent within ten (10) days after being billed therefor by
Landlord. If any insurance coverage carried by Landlord shall be cancelled or reduced(or cancellation or
reduction thereof shall be threatened)by reason of the use or occupancy of the Premises by Tenant or by
anyone permitted by Tenant to be upon the Premises,and if Tenant fails to remedy such condition within
five(5) days after notice thereof,Tenant shall be deemed to be in default under this Lease,without the
benefit of any additional notice or cure period specified in Section 2 1.1 below,and Landlord shall have all
remedies provided in this Lease, at law or in equity, including,without limitation,the right(but not the
obligation)to enter upon the Premises and attempt to remedy such condition at Tenant's cost.
19.4 Landlord's Insurance. Landlord shall obtain and maintain the Special Form (fka All Risk)
insurance covering the Premises (other than Tenant's personal property,furniture and equipment,which
Tenant shall continue to insure)in an amount not less than the full replacement cost thereof,which insurance
shall also include rental loss insurance covering Tenant's rental obligations hereunder for a period of at
least twelve (12) months and such other coverages as may be customarily carried by owners of similar
office buildings in Fresno or such other coverages as may be agreed to by Landlord and Tenant pursuant to
the Premises Services Agreement. Tenant shall reimburse Landlord for the cost of insurance carried by
Landlord hereunder in accordance with the Premises Services Agreement attached hereto as Exhibit`B".
In the event Landlord fails to keep in effect at all times insurance coverage as herein provided,then Tenant
may,after thirty(30)days written notice to Landlord,obtain such insurance on Landlord's behalf and offset
DA Office Lease(Foul)9.I S.I71— -14-
monthly Rent by the amount of such insurance premiums incurred by Tenant after providing written notice
of such amounts and proof of insurance to Landlord.
20. Waiver of Subrogation.
20.1 Waiver. Tenant hereby waives its rights against Landlord with respect to any claims or damages
or losses which are caused by or result from(a)occurrences insured against under any property or business
interruption insurance policy carried by Tenant pursuant to the provisions of this Lease,or(b)occurrences
which would have been covered under any property or business interruption insurance required to be
obtained and maintained by Tenant under Section 19 of this Lease had such insurance been obtained and
maintained as required therein. The foregoing waiver shall be in addition to,and not a limitation of,any
other waivers or releases contained in this Lease.
20.2 Waiver of Insurers. Tenant shall cause each insurance policy,or self-insurance,required to be
obtained by it pursuant to Section 19 to provide that the insurer waives all rights of recovery by way of
subrogation against Landlord in connection with any claims,losses and damages covered by such policy.
If Tenant fails to maintain the insurance required hereunder,such risks shall be deemed to be self-insured
with a deemed full waiver of subrogation as set forth in the immediately preceding sentence.
21. Tenant's Default and Landlord's Remedies.
21.1 Tenant's Default. The occurrence of any one or more of the following events shall constitute a
default under this Lease by Tenant:
(a) the vacation or abandonment of the Premises by Tenant. "Abandonment"is herein defined to
include,but is not limited to,any absence by Tenant from the Premises for five(5)business days
or longer while in material default of any other provision of this Lease. "Vacation"shall mean
vacating the Premises without providing a reasonable level of security to minimize the potential for
vandalism,or where the coverage of the property insurance under Section 19.1(a)is jeopardized as
a result thereof;
(b) the failure by Tenant to make any payment of Rent or any other payment required to be made by
Tenant hereunder,within five(5)days of written notice from Landlord that such payment was not
received;
(c) the failure by Tenant to observe or perform any of the express or implied covenants or provisions
of this Lease to be observed or performed by Tenant,other than as specified in Sections 21.1(a)or
(b) above, where such failure shall continue for a period of thirty(30) days after written notice
thereof from Landlord to Tenant;provided,however,that if the nature of Tenant's default is such
that it may be cured but more than thirty(30)days are reasonably required for its cure,then Tenant
shall not be deemed to be in default if Tenant shall commence such cure within said thirty(30)day
period and thereafter diligently prosecute such cure to completion;
(d) (i) the making by Tenant or any guarantor hereof of any general assignment for the benefit of
creditors,(ii)the filing by or against Tenant or any guarantor hereof of a petition to have Tenant
adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to
bankruptcy(unless,in the case of a petition filed against Tenant or any guarantor hereof,the same
is dismissed within sixty(60)days),(iii)the appointment of a trustee or receiver to take possession
of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease
or of substantially all of any guarantor's assets,where possession is not restored to Tenant within
sixty(60) days,or(iv)the attachment,execution or other judicial seizure of substantially all of
Tenant's assets located at the Premises or of substantially all of any guarantor's assets or of
Tenant's interest in this Lease where such seizure is not discharged within sixty(60)days;
Any notice given under this Section 21.1 shall be in lieu of,and not in addition to,any notice required under
California Code of Civil Procedure(CCP),Section 1161.
21.2 Landlord's Remedies;Termination. This Section 21.2 shall be subject to Section 21.12 herein.
In the event of any such default by Tenant,in addition to any other remedies available to Landlord under
this Lease,at law or in equity, Landlord shall have the immediate option to terminate this Lease and all
rights of Tenant hereunder. In the event that Landlord shall elect to so terminate this Lease,then Landlord
may recover from Tenant:
(a) the worth at the time of award of any unpaid Rent which had been earned at the time of such
termination;plus
nnom.i-cei-pe 18.17.Mx, -15-
(b) the worth at the time of the award of the amount by which the unpaid Rent which would have been
earned after termination until the time of award exceeds the amount of such rental loss that Tenant
proves could have been reasonably avoided;plus
(c) the worth at the time of award of the amount by which the unpaid Rent for the balance of the term
after the time of award exceeds the amount of such rental loss that Tenant proves could be
reasonably avoided;plus
(d) any other amount necessary to compensate Landlord for all the detriment proximately caused by
Tenant's failure to perform its obligations under this Lease or which, in the ordinary course of
things, would be likely to result therefrom including, but not limited to: unamortized Tenant
Improvement costs;attorneys'fees;unamortized brokers'commissions;the costs of refurbishment,
alterations,renovation and repair of the Premises;and removal(including the repair of any damage
caused by such removal) and storage (or disposal) of Tenant's personal property, equipment,
fixtures,Tenant Changes,Improvements and any other items which Tenant is required under this
Lease to remove but does not remove.
As used in Sections 21.2(a)and 21.2(b)above,the"worth at the time of award"is computed by allowing
interest at the Interest Rate set forth in Section 1.9 of the Summary. As used in Section 21.2(c)above,the
"worth at the time of award"is computed by discounting such amount at the discount rate of the Federal
Reserve Bank of San Francisco at the time of award plus one percent(1%).
21.3 Landlord's Remedies;Re-Entry Rights. In the event of any such default by Tenant,in addition
to any other remedies available to Landlord under this Lease,at law or in equity,Landlord shall also have
the right as permitted by Applicable Laws,with or without terminating this Lease,to re-enter the Premises
and remove all persons and property from the Premises; such property may be removed, stored and/or
disposed of pursuant to Section 11.4 of this Lease or any other procedures permitted by Applicable Laws.
No re-entry or taking possession of the Premises by Landlord pursuant to this Section 21.3, and no
acceptance of surrender of the Premises or other action on Landlord's part,shall be construed as an election
to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination
thereof be decreed by a court of competent jurisdiction.
21.4 Landlord's Remedies; Continuation of Lease. This Section 21.4 is subject to Section 21.12
herein. In the event of any such default by Tenant,in addition to any other remedies available to Landlord
under this Lease, at law or in equity, Landlord shall have the right described in California Civil Code
Section 1951.4(lessor may continue lease in effect after lessee's breach and abandonment and recover rent as
it becomes due,if lessee has the right to sublet or assign,subject only to reasonable limitations),whether or
not Tenant shall have abandoned the Premises. In the event Landlord elects to continue this Lease in full
force and effect pursuant to this Section 21.4,then Landlord shall be entitled to enforce all of its rights and
remedies under this Lease,including the right to recover rent as it becomes due. Landlord's election not to
terminate this Lease pursuant to this Section 21.4 or pursuant to any other provision of this Lease,at law or
in equity,shall not preclude Landlord from subsequently electing to terminate this Lease or pursuing any
of its other remedies.
21.5 Landlord's Right to Perform. Except as specifically provided otherwise in this Lease, all
covenants and agreements by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost
and expense and without any abatement or offset of rent. If Tenant shall fail to pay any sum of money
(other than Rent)or perform any other act on its part to be paid or performed hereunder and such failure
shall continue for fifteen(15)days with respect to monetary obligations(or thirty(30)days with respect to
non-monetary obligations)after Tenant's receipt of written notice thereof from Landlord(except that no
notice will be required in the event of an emergency),Landlord may,without waiving or releasing Tenant
from any of Tenant's obligations,make such payment or perform such other act on behalf of Tenant. All
sums so paid by Landlord and all necessary incidental costs incurred by Landlord in performing such other
acts shall be payable by Tenant to Landlord within fifteen(15)days after demand therefor as additional
Rent.
21.6 Interest. If any monthly installment of Rent,or any other amount payable by Tenant hereunder is
not received by Landlord by the date when due,it shall bear interest at the Interest Rate set forth in Section
1.9 of the Summary from the date due until paid. All interest,and any late charges imposed pursuant to
Section 21.7 below,shall be considered additional Rent due from Tenant to Landlord under the terms of
this Lease.
21.7 Late Charges. Tenant acknowledges that,in addition to interest costs,the late payments by Tenant
to Landlord of any Rent or other sums due under this Lease will cause Landlord to incur costs not
contemplated by this Lease,the exact amount of such costs being extremely difficult and impractical to fix.
Such other costs include,without limitation,processing, administrative and accounting charges and late
charges that may be imposed on Landlord by the terms of any mortgage, deed of trust or related loan
documents encumbering the Premises. Accordingly,if any installment of Rent or any other amount payable
DA Ofr.-L—(final)9.18.17.Mo, -16-
by Tenant hereunder is not received by Landlord by the due date thereof,Tenant shall pay to Landlord an
additional sum of ten percent(10%)of the overdue amount as a late charge,but in no event more than the
maximum late charge allowed by law. The parties agree that such late charge represents a fair and
reasonable estimate of the costs that Landlord will incur by reason of any late payment as hereinabove
referred to by Tenant, and the payment of late charges and interest are distinct and separate in that the
payment of interest is to compensate Landlord for the use of Landlord's money by Tenant, while the
payment of late charges is to compensate Landlord for Landlord's processing, administrative and other
costs incurred by Landlord as a result of Tenant's delinquent payments. Acceptance of a late charge or
interest shall not constitute a waiver of Tenant's default with respect to the overdue amount or prevent
Landlord from exercising any of the other rights and remedies available to Landlord under this Lease or at
law or in equity now or hereafter in effect.
21.8 Costs Upon Default and Litigation. Tenant shall pay to Landlord and its mortgagees as additional
Rent all the expenses incurred by Landlord or its mortgagees in connection with any default by Tenant
hereunder or the exercise of any remedy by reason of any default by Tenant hereunder,including reasonable
attorneys' fees and expenses. If Landlord or its mortgagees shall be made a party to any litigation
commenced against Tenant or any litigation pertaining to this Lease or the Premises, at the option of
Landlord and/or its mortgagees,Tenant,at its expense,shall provide Landlord and/or its mortgagees with
counsel approved by Landlord and/or its mortgagees and shall pay all costs incurred or paid by Landlord
and/or its mortgagees in connection with such litigation.
21.9 Rights and Remedies Cumulative. This Section 21.9 shall be subject to Section 21.12 herein.
All rights,options and remedies of Landlord contained in this Section 21 and elsewhere in this Lease shall
be construed and held to be cumulative,and no one of them shall be exclusive of the other,and Landlord
shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be
provided by law or in equity,whether or not stated in this Lease. Nothing in this Section 21 shall be deemed
to limit or otherwise affect Tenant's indemnification of Landlord pursuant to any provision of this Lease.
21.10 Waiver of Redemption. Tenant hereby waives and surrenders for itself and all those claiming
under it,including creditors of all kinds,(i)any right and privilege which it or any of them may have under
any present or future law to redeem any of the Premises or to have a continuance of this Lease after
termination of this Lease or of Tenant's right of occupancy or possession pursuant to any court order or any
provision hereof,and(ii)the benefits of any present or future law which exempts property from liability
for debt or for distress for rent.
21.11 No Event of Default. It is understood that Tenant shall not be considered in default hereunder for
Tenant's failure to pay any rent whatsoever or any other sums due from Tenant hereunder to the extent
Tenant is not required to pay such sums as a result of the abatement provisions of this Lease,including,but
not limited to,Section 17 herein. Further,the purchase option(Section 33)herein shall also terminate and
be of no further force and effect in the event this Lease is terminated for any reason.
21.12 No Acceleration of Future Rent or Other Payments/Amounts. Notwithstanding anything to the
contrary contained herein this Lease or any right or remedy of which Landlord may otherwise avail itself
pursuant to Applicable Laws,any right of Landlord to recover any rents(including Rent)and/or any other
amounts to be paid by Tenant as provided in this Lease shall be without acceleration of any future Rent
and/or any future amounts to be paid by Tenant herein,before they are due and payable hereunder.Landlord
hereby expressly waives its right to accelerate rent in the event of a termination of this Lease for any reason
whatsoever pursuant to California Civil Code Section 1951.2; provided, however,Landlord shall retain
Landlord's other rights and remedies available under this Lease or at law or equity, including, but not
limited to,Landlord's rights under California Civil Code Section 1951.4, as more particularly provided
above.
22. Landlord's Default.
Landlord shall not be in default in the performance of any obligation required to be performed by Landlord
under this Lease unless Landlord has failed to perform such obligation within thirty(30) days after the
receipt of written notice from Tenant specifying in detail Landlord's failure to perform;provided,however,
that if the nature of Landlord's obligation is such that more than thirty (30) days are required for its
performance,then Landlord shall not be deemed in default if it commences such performance within such
thirty(30)day period and thereafter diligently pursues the same to completion. Subject to Section 17 herein,
upon any such uncured default by Landlord,Tenant may exercise any of its rights provided in law or at
equity;provided,however:(a)Tenant shall have no right to offset or abate Rent in the event of any default
by Landlord under this Lease except as provided in Section 17 herein; (b)Tenant's rights and remedies
hereunder shall be limited to the extent(i)Tenant has expressly waived in this Lease any of such rights or
remedies, and/or (ii) this Lease otherwise expressly limits Tenant's rights or remedies, including the
limitation on Landlord's liability contained in Section 29 hereof; (c)Tenant shall not have the right to
terminate this Lease as a result of any such default; and (d) in no event shall Landlord be liable for
consequential damages or loss of business profits.
nn om«1-)ew.))a.)s.n.D— -17-
23. Compliance with all Laws and Prevailing Wages.
Landlord agrees to indemnify,defend(upon written request of Tenant)and hold ham-Jess Tenant,including
it boards, officials officers, agents, and employees from any and all claims, costs, expenses, penalties,
causes of action,attorneys'fees damages or liability from the failure of Landlord or Landlord's contractors
and/or subcontractors to comply with Article 2 of Chapter 1 of Part 7 of the California Labor Code with
respect to any work performed on the Premises by Landlord to prepare the Premises for occupancy by the
Tenant.It is Landlord's sole responsibility to ensure compliance with California Labor Code§§1770-1780
and any regulations or directions promulgated thereunder by the DIR to the extent legally applicable to said
work. To the extent legally applicable to said work, Landlord shall insert in any contract with its
contractor(s) and further will require its contractor(s) to insert in any subcontract, the requirements
contained in California Labor Code §§1770-1780. Tenant has made no representations upon which
Landlord has relied and under no circumstances shall Tenant be responsible for any violation of any wage
or employment law, regulation or DIR requirement. Compliance with said laws, regulations and DIR
requirements is the sole responsibility of the Landlord and its contractor(s).
24. Subordination.
At the request of Landlord or any mortgagee of a mortgage or a beneficiary of a deed of trust now or
hereafter encumbering all or any portion of the Premises,or any lessor of any ground or master lease now
or hereafter affecting all or any portion of the Premises,this Lease shall be subject and subordinate at all
times to such ground or master leases(and such extensions and modifications thereof),and to the lien of
such mortgages and deeds of trust (as well as to any advances made thereunder and to all renewals,
replacements,modifications and extensions thereof);provided,however,no subordination of this Lease to
a future ground or master lease or mortgage or deed of trust shall result in Tenant being disturbed in its
possession of the Premises or in the enjoyment of its rights under this Lease so long as Tenant is not in
default with respect to its obligations hereunder,and any subordination agreement which Landlord,any
mortgagee,beneficiary or lessor requests Tenant to execute to effect or confirm such subordination shall so
provide. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be
subordinated any or all ground or master leases or the lien of any or all mortgages or deeds of trust to this
Lease. In the event that any ground or master lease terminates for any reason or any mortgage or deed of
trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason,at the election of Landlord's
successor in interest,Tenant shall attorn to and become the tenant of such successor. Tenant hereby waives
its rights under any current or future law which gives or purports to give Tenant any right to terminate or
otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any such
foreclosure proceeding or sale. Subject to the foregoing,Tenant covenants and agrees to execute and deliver
to Landlord within ten(10) business days after receipt of written demand by Landlord and in the form
reasonably required by Landlord and acceptable to Tenant, any additional documents evidencing the
priority or subordination of this Lease with respect to any such ground or master lease or the lien of any
such mortgage or deed of trust or Tenant's agreement to attom. Should Tenant fail to sign and return any
such documents within said ten(10)day period,Tenant shall be in default hereunder without the benefit of
any additional notice or cure periods specified in Section 21.1 above.
Subject to the executed Purchase and Sale Agreement and Joint Escrow Instructions pursuant to
Section 33.3 herein,if Tenant acquires the Property in connection with Tenant's exercise of the Option to
Purchase as provided in Section 33 below,then any such mortgage or deed of trust shall be released and
reconveyed prior to or concurrent with the Close of Escrow.
25. Estoppel Certificate.
25.1 Tenant's Obligations. Within ten(10)business days following Landlord's written request,Tenant
shall execute and deliver to Landlord an estoppel certificate,in a form substantially similar to the form of
Exhibit"F"attached hereto or such other form that is reasonably acceptable to Tenant,certifying:(a)the
Commencement Date of this Lease; (b)that this Lease is unmodified and in full force and effect(or,if
modified,that this Lease is in full force and effect as modified,and stating the date and nature of such
modifications);(c)the date to which the Rent and other sums payable under this Lease have been paid;
(d)that there are not,to the best of Tenant's knowledge,any defaults under this Lease by either Landlord
or Tenant,except as specified in such certificate;and(e)such other matters as are set forth in Exhibit"F"
or are reasonably requested by Landlord. Any such estoppel certificate delivered pursuant to this
Section 25.1 may be relied upon by any mortgagee,beneficiary,purchaser or prospective purchaser of any
portion of the Premises,as well as their assignees.
25.2 Tenant's Failure to Deliver. Tenant's failure to deliver such estoppel certificate within such time
shall constitute a default hereunder without the applicability of notice and cure periods specified in
Section 21.1 above and shall be conclusive upon Tenant that:(a)this Lease is in full force and effect without
modification,except as may be represented by Landlord;(b)there are no uncured defaults in Landlord's or
Tenant's performance(other than Tenant's failure to deliver the estoppel certificate);and(c)not more than
one(1)month's rental has been paid in advance. Tenant shall indemnify,protect,defend(with counsel
DA 011itt L-ffml)9.18.17.D-, -1 8-
reasonably approved by Landlord in writing) and hold Landlord harmless from and against any and all
claims,judgments,suits,causes of action,damages,losses,liabilities and expenses(including attorneys'
fees and court costs)attributable to any failure by Tenant to timely deliver any such estoppel certificate to
Landlord pursuant to Section 25.1 above.
26. Modification and Cure Rights of Landlord's MortlZaf!ees and Lessors.
26.1 Modifications. If, in connection with Landlord's obtaining or entering into any financing or
ground lease for any portion of the Premises,the lender or ground lessor shall request modifications to this
Lease, Tenant shall, within ten (10) days after request therefor, execute an amendment to this Lease
including such modifications,provided such modifications are reasonable,do not increase the obligations
of Tenant hereunder,or adversely affect the leasehold estate created hereby or Tenant's rights hereunder.
26.2 Cure Rights. In the event of any default on the part of Landlord, Tenant will give notice by
registered or certified mail to any beneficiary of a deed of trust or mortgagee covering the Premises or
ground lessor of Landlord whose address shall have been furnished to Tenant, and shall offer such
beneficiary,mortgagee or ground lessor a reasonable opportunity to cure the default(including with respect
to any such beneficiary or mortgagee,time to obtain possession of the Premises,subject to this Lease and
Tenant's rights hereunder,by power of sale or judicial foreclosure,if such should prove necessary to effect
a cure).
27. Quiet Enioyment.
Landlord covenants and agrees with Tenant that, upon Tenant performing all of the covenants and
provisions on Tenant's part to be observed and performed under this Lease (including payment of rent
hereunder),Tenant shall and may peaceably and quietly have,hold and enjoy the Premises,in accordance
with and subject to the terms and conditions of this Lease,as against all persons claiming by,through or
under Landlord.
28. Transfer of Landlord's Interest.
The term"Landlord"as used in this Lease,so far as covenants or obligations on the part of the Landlord
are concerned,shall be limited to mean and include only the owner or owners,at the time in question,of
the fee title to,or a lessee's interest in a ground lease of, the Premises. In the event of any transfer or
conveyance of any such title or interest (other than a transfer for security purposes only) and upon the
execution of a written assumption by the transferee of Landlord's obligations and covenants under this
Lease,the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord
contained in this Lease. If any security has been given by Tenant to secure the faithful performance of all
or any of the covenants of this Lease on the part of Tenant,or if any Rent has been prepaid by Tenant,then
Landlord may transfer and/or deliver the security and such prepaid Rent to the transferee,and upon proper
written notice to Tenant, as provided by law, Landlord shall be discharged from any liability arising
thereafter in reference thereto.Landlord and Landlord's transferees and assignees shall have the absolute
right to transfer all or any portion of their respective title and interest in the Premises and/or this Lease,
subject to all provisions of this Lease, without the consent of Tenant, and such transfer or subsequent
transfer shall not be deemed a violation on Landlord's part of any of the terms and conditions of this Lease.
29. Limitation on Landlord's Liability.
Notwithstanding anything contained in this Lease to the contrary,the obligations of Landlord under this
Lease(including any actual or alleged breach or default by Landlord)do not constitute personal obligations
of the individual partners,directors,officers or shareholders of Landlord or Landlord's partners,and Tenant
shall not seek recourse against the individual partners, directors,officers or shareholders of Landlord or
Landlord's partners,or any of their personal assets for satisfaction of any liability with respect to this Lease.
In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything
contained in this Lease to the contrary,Tenant hereby covenants and agrees for itself and all of its successors
and assigns that the liability of Landlord for its obligations under this Lease(including any liability as a
result of any actual or alleged failure,breach or default hereunder by Landlord),shall be limited solely to,
and Tenant's and its successors'and assigns'sole and exclusive remedy shall be against,Landlord's interest
in the Premises,and no other assets of Landlord.
30. Miscellaneous.
30.1 Governing Law. This Lease shall be governed by,and construed pursuant to,the laws of the state
in which the Premises are located.
30.2 Independent Contractor. In performance of the work, duties and obligations assumed by
Landlord under this Lease,it is mutually understood and agreed that Landlord,including any and all of the
Landlord's officers, agents,and employees will at all times be acting and performing as an independent
DA Olia L—(Final)9.18.17D.- -19-
contractor,and shall act in an independent capacity and not as an officer,agent,servant,employee,joint
venturer,partner,or associate of Tenant. Furthermore,Tenant shall have no right to control or supervise
or direct the manner or method by which Landlord shall perform its work and function. However,Tenant
shall retain the right to administer this Lease so as to verify that Landlord is performing its obligations in
accordance with the terms and conditions thereof.
Landlord and Tenant 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 its status as an independent contractor,Landlord shall have absolutely no right to employment
rights and benefits available to Tenant employees. Landlord shall be solely liable and responsible for
providing to,or on behalf of,its employees all legally required employee benefits.In addition,Landlord
shall be solely responsible and save Tenant harmless from all matters relating to payment of Landlord's
employees, including compliance with Social Security withholding and all other law and regulations
governing such matters. It is acknowledged that during the term of this Lease,Landlord may be providing
services to others unrelated to Tenant or to this Lease.
30.3 Disclosure of Self-Dealing Transactions. This provision is only applicable if the Landlord is
operating as a corporation(a for-profit or non-profit corporation)or if during the term of this Lease,the
Landlord changes its status to operate as a corporation.
Members of Landlord's Board of Directors shall disclose any self-dealing transactions that they are a party
to while Landlord is providing goods or performing services under this Lease.A self-dealing transaction
shall mean a transaction to which the Landlord is a party and in which one or more of its directors has a
material financial interest.Members of the Board of Directors shall disclose any self-dealing transactions
that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form Exhibit"G",
attached hereto and by this reference incorporated herein,and submitting it to the County of Fresno(Tenant)
prior to commencing with the self-dealing transaction or immediately thereafter.
30.4 Successors and Assigns. Subject to the provisions of Section 28 above,and except as otherwise
provided in this Lease,all of the covenants,conditions and provisions of this Lease shall be binding upon,
and shall inure to the benefit of,the parties hereto and their respective heirs,personal representatives and
permitted successors and assigns;provided,however,no rights shall inure to the benefit of any Transferee
of Tenant unless the Transfer to such Transferee is made in compliance with the provisions of Section 13.
30.5 No Merger. The voluntary or other surrender of this Lease by Tenant or a mutual termination
thereof shall not work as a merger and shall,at the option of Landlord,either(a)terminate all or any existing
subleases,or(b)operate as an assignment to Landlord of Tenant's interest under any or all such subleases.
30.6 Professional Fees. If either Landlord or Tenant should bring suit or arbitration against the other
with respect to this Lease,including for unlawful detainer or any other relief against the other hereunder,
then all costs and expenses incurred by the prevailing party therein(including,without limitation,its actual
appraisers',accountants',attorneys'and other professional fees,expenses and court costs),shall be paid by
the other party,including,but not limited to,costs of appeal.
30.7 Waiver. The waiver by either party of any breach by the other party of any term, covenant or
condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any
other term,covenant and condition herein contained,nor shall any custom or practice which may become
established between the parties in the administration of the terms hereof be deemed a waiver of,or in any
way affect,the right of any party to insist upon the performance by the other in strict accordance with said
terms. No waiver of any default of either party hereunder shall be implied from any acceptance by Landlord
or delivery by Tenant(as the case may be)of any Rent or other payments due hereunder or any omission
by the non-defaulting party to take any action on account of such default if such default persists or is
repeated,and no express waiver shall affect defaults other than as specified in said waiver. The subsequent
acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by
Tenant of any term,covenant or condition of this Lease other than the failure of Tenant to pay the particular
Rent so accepted,regardless of Landlord's knowledge of such preceding breach at the time of acceptance
of such Rent.
30.8 Terms and Headings;Interpretation. The words"Landlord"and"Tenant"as used herein shall
include the plural as well as the singular. Words used in any gender include other genders. The Section
headings of this Lease are not a part of this Lease and shall have no effect upon the construction or
interpretation of any part hereof. Any deletion of language from this Lease prior to its execution by
Landlord and Tenant shall not be construed to raise any presumption,canon of construction or implication,
including,without limitation,any implication that the parties intended thereby to state the converse of the
deleted language.
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30.9 Time. Time is of the essence with respect to performance of every provision of this Lease in which
time or performance is a factor. All references in this Lease to"days" shall mean calendar days unless
specifically modified herein to be"business"days.
30.10 Prior Agreements;Amendments. This Lease,including the Summary and all Exhibits and Riders
attached hereto contains all of the covenants, provisions, agreements, conditions and understandings
between Landlord and Tenant concerning the Premises and any other matter covered or mentioned in this
Lease, and no prior agreement or understanding, oral or written, express or implied, pertaining to the
Premises or any such other matter shall be effective for any purpose. No provision of this Lease may be
amended or added to except by an agreement in writing signed by the parties hereto or their respective
successors in interest. The parties acknowledge that all prior agreements,representations and negotiations
are deemed superseded by the execution of this Lease to the extent they are not expressly incorporated
herein.
30.11 Separability. The invalidity or unenforceability of any provision of this Lease(except for Tenant's
obligation to pay Rent)shall in no way affect,impair or invalidate any other provision hereof, and such
other provisions shall remain valid and in full force and effect to the fullest extent permitted by law.
30.12 Exhibits and Riders. All Exhibits and Riders attached to this Lease are hereby incorporated in
this Lease for all purposes as though set forth at length herein.
30.13 Auctions. Tenant shall have no right to conduct any auction in,on or about the Premises.
30.14 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than
the Rent payment herein stipulated shall be deemed to be other than on account of the Rent,nor shall any
endorsement or statement on any check or any letter accompanying any check or payment as Rent be
deemed an accord and satisfaction,and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such Rent or pursue any other remedy provided in this Lease.
Tenant agrees that each of the foregoing covenants and agreements shall be applicable to any covenant or
agreement either expressly contained in this Lease or imposed by any statute or at common law.
30.15 No Partnership. Landlord does not,in any way or for any purpose,become a partner of Tenant in
the conduct of its business,or otherwise,or joint venturer or a member of a joint enterprise with Tenant by
reason of this Lease.
30.16 Force Majeure. In the event that either party hereto shall be delayed or hindered in or prevented
from the performance of any act required hereunder by reason of strikes,lock-outs,labor troubles,inability
to procure materials,failure of power,governmental moratorium or other governmental action or inaction
(including failure,refusal or delay in issuing permits,approvals and/or authorizations),injunction or court
order,riots,insurrection,war,fire,earthquake,flood or other natural disaster or other reason of a like nature
not the fault of the party delaying in performing work or doing acts required under the terms of this Lease
(but excluding delays due to financial inability) (herein collectively, "Force Majeure Delays"), then
performance of such act shall be excused for the period of the delay and the period for the performance of
any such act shall be extended for a period equivalent to the period of such delay. Subject to Sections 17.3
and 18,the provisions of this Section 30.16 shall not apply to nor operate to excuse Tenant from the payment
of Rent strictly in accordance with the terms of this Lease.
30.17 Counterparts. This Lease may be executed in one or more counterparts, each of which shall
constitute an original and all of which shall be one and the same agreement.
30.18 Non-Discrimination. Tenant acknowledges and agrees that there shall be no discrimination
against,or segregation of,any person,group of persons,or entity on the basis of race,color,creed,religion,
age, sex, marital status,national origin, or ancestry in the leasing, subleasing,transferring, assignment,
occupancy,tenure,use,or enjoyment of the Premises,or any portion thereof.
30.19 CASp Inspection. For purposes of Section 1938 of the California Civil Code,Landlord hereby
discloses to Tenant,and Tenant hereby acknowledges,that the Building has not,as of the date of this Lease,
undergone an inspection by a Certified Access Specialist("CASp"),as that term is defined in California
Civil Code Section 55.52.
30.20 Energy Usage Data. To comply with requirements of California Public Resources Code
Section 25402.10 and California Code of Regulations Sections 1680-1684, Tenant consents to the
collection and disclosure of the historic and future energy use data("Tenant's Energy Data") for the
Premises and authorizes the release of Tenant's Energy Data to the Landlord by any utility and energy
provider serving the Premises,whether or not Landlord,Tenant,or any other third party is the party that
has contracted for the provision of such utilities. Tenant shall cooperate fully with Landlord in connection
with any mandatory or voluntary requirement to report or disclose Tenant's energy use. Without limiting
such obligation to cooperate,Tenant shall, within ten(10)business days of Landlord's written request,
DA 011 icc L",..(Finap 9.18.17 Do -21-
supply complete and accurate data regarding Tenant's energy consumption at the Premises or authorize
applicable utility and energy providers to collect and release such data.
31. Lease Execution.
31.1 Tenant's and Landlord's Authority. The persons executing this Lease on behalf of Tenant and
Landlord represent and warrant that such persons and/or entities executing this Lease are duly authorized
to execute and deliver this Lease on Tenant's and Landlord's behalf.
31.2 Joint and Several Liability. The following shall apply to Landlord and Tenant: If more than one
person or entity executes this Lease on behalf of either Landlord or Tenant:(a)each of them is and shall be
jointly and severally liable for the covenants, conditions,provisions and agreements of this Lease to be
kept,observed and performed respectively by Tenant and Landlord;and(b)the act or signature of,or notice
from or to,any one or more of them with respect to this Lease shall be binding upon each and all of the
persons and entities executing this Lease as Tenant or Landlord with the same force and effect as if each
and all of them had so acted or signed,or given or received such notice.
31.3 No Option. The submission of this Lease for examination or execution by Tenant does not
constitute a reservation of or option for the Premises and this Lease shall not become effective as a Lease
until it has been executed by Landlord and Tenant.
32. Roof Mounted Telecommunications Equipment.
At any time during the Lease Term,subject to the terms,covenants and conditions of this Section 32 and
subject to the approval of Landlord, as provided below, and all applicable governmental entities and
compliance with all governmental laws,rules,regulations,codes and covenants affecting title,Tenant may
install,for Tenant's own use and at Tenant's sole cost and expense,but without the payment of any Rent
or a license or similar fee or charge,telecommunications and satellite equipment to service the business
conducted by Tenant from within the Premises (all such equipment is defined collectively as the
"Telecommunications Equipment")upon the roof of the Building. Such Telecommunications Equipment
shall be installed pursuant to plans and specifications approved by Landlord,which approval shall not be
unreasonably withheld. Such plans shall include the physical appearance,size,height and location of the
Telecommunications Equipment, and sufficient detail to determine that the physical load and means of
attachment do not in any way threaten the integrity of the roof structure or membrane and that such
equipment can be removed without material damage and that any non-material damage can be easily
repaired. If required by Landlord, such plans will include a report by a structural engineer reasonably
approved by Landlord to ensure that the load, means of attachment and location of such
Telecommunications Equipment is not problematic. In the event Tenant elects to exercise its right to install
the Telecommunication Equipment,then Tenant shall give Landlord prior notice thereof along with a copy
of such plans and specifications. Such approval may be conditioned upon Tenant installing screening
around such Telecommunications Equipment at Tenant's sole cost and expense. Tenant shall reimburse to
Landlord the actual costs reasonably incurred by Landlord in approving such plans for Tenant's
Telecommunications Equipment. Tenant shall maintain such Telecommunications Equipment at Tenant's
sole cost and expense. Tenant shall remove its Telecommunications Equipment upon the expiration or
earlier termination of this Lease and shall repair any damage to the Building caused by such removal and
return the affected portion of the Premises to its condition prior to the installation of the
Telecommunications Equipment. The rights contained in this Section 32 shall be personal to the original
Tenant and may only be exercised by the original Tenant(and not any other assignee,sublessee or other
transferee of the original Tenant's interest in this Lease)if the original Tenant occupies at least fifty percent
(50%)of the Building. Landlord reserves the right to use the roof of the Building for its own use and for
third-party use for installation of similar Telecommunications Equipment (collectively, the "Landlord
Telecommunications Equipment"), provided such Landlord Telecommunications Equipment shall not
interfere with Tenant's operations on the roof of the Building,and provided Landlord maintains,restores
and repairs the Building rooftop space associated with such Landlord Telecommunications Equipment.
Prior to installation of any Landlord Telecommunications Equipment,Landlord shall consult with Tenant
so that Tenant can reasonably confirm that Landlord Telecommunications Equipment will not materially
interfere with Tenant's operations or create any security issues. To the extent Landlord elects to install
Landlord Telecommunications Equipment on the Building rooftop,Landlord shall be responsible for the
maintenance, repair and restoration of such Landlord Telecommunications Equipment and shall notify
Tenant no less than twenty-four(24)hours in advance of any entry/access onto the Building rooftop(except
in cases of emergency where no notice shall be required).
33. Option to Purchase.
33.1 Notice. Landlord hereby grants to Tenant the one-time right and option to purchase the Premises
(including the Property and the Building and all facilities,whether above or below ground,located on the
Property) on the terms set forth herein by delivering written notice to Landlord of such exercise (the
"Purchase Option Notice") at any time between the 114' and 1201 full months of the Lease Term
on om«L—(ewO 9.(9.n.D-, -22-
following the Lease Commencement Date ("Purchase Option"). The purchase price for the Premises
(including the Property and the Building and all such facilities) shall equal $15,000,000 ("Purchase
Price").
Notwithstanding anything to the contrary contained in this Section 33,Tenant's exercise of the Purchase
Option shall be effective only if all of the conditions precedent set forth hereinbelow are true and correct
during the period commencing upon the date Tenant delivers the Purchase Option Notice and continuing
until the Closing Date(as that term is defined below),unless Landlord,in Landlord's sole discretion,elects
to waive any such condition precedent in writing:
(a) Tenant shall not then be in default(after expiration of any applicable notice and cure period)under
the Lease;and
(b) Tenant shall not have assigned its interest in the Lease or in the Purchase Option.
33.2 Due Diligence.
(a) Tenant's Due Diligence. Tenant and Tenant's agents,employees,and representatives(collectively
"Tenant's Agents"), shall, prior to delivering the Purchase Option Notice perform all Due
Diligence on the Premises(subject to the terms and conditions set forth herein),which shall include
reviewing matters of title, inspecting the physical conditions of the Premises, obtaining an
acceptable appraisal of the Premises,receiving an acceptable Phase 1 Environmental Assessment
Report, obtaining a termite report, performing inspections, reviewing all federal tax credit
documents pertaining to the Premises, reviewing agreements relating to the Premises and
conducting such other due diligence as Tenant determines. Tenant's delivery of the Purchase
Option Notice shall be deemed Tenant's acceptance of all aspects of and the condition of the
Premises.
(b) Due Diligence Materials. If Landlord has not previously delivered the same to Tenant,then within
fifteen (15) days after Tenant's request, Landlord shall provide (electronically or otherwise) all
non-proprietary or privileged due diligence materials relating to the Premises which are in its
possession and control, including but not limited to such reports, inspections, appraisals,
agreements and other documentation as described in Section 33.2(a) hereinabove ("Landlord's
Due Diligence Materials"). Landlord's Due Diligence Materials and any other such items shall
be delivered to Tenant without representation or warranty by Landlord with respect to the contents,
accuracy or completeness thereof,and shall be subject to any rights of third parties as to their use,
reliance thereon or disclosure.
(c) Title Matters and Review. A preliminary title report ("Preliminary Title Report") shall be
issued to Tenant,at Tenant's cost,within fifteen(15)days after Tenant's request for same. Except
for any permitted encumbrances at the execution date and other than any mortgage or deed of trust
or similar debt instrument provided the same is released and reconveyed as of the close of escrow
in connection with the Purchase Option pursuant to Section 24 hereinabove, if Tenant notifies
Landlord in writing of any disclosed title matters in the Preliminary Title Report which are
unacceptable to Tenant, then Landlord shall have ten (10) business days from receipt of such
objection notice in which to(i)cure and/or remove from title to the Premises,at Landlord's sole
cost,any such disclosed title matters,which have been caused or permitted by Landlord,including
Landlord,at its sole cost,curing,and/or removing from title to the Premises any lien(other than
non-delinquent taxes and assessments, a mortgage, deed of trust or other debt instrument the
removal of which is addressed in Section 24 hereinabove) and(ii)as to any other disclosed title
matters which were not caused or permitted by Landlord,inform Tenant in writing whether or not
Landlord will agree to (and as to such items that Landlord so agrees, Landlord agrees to) cure
and/or remove from title(through bonding over or otherwise)to the Premises,at Landlord's sole
cost,any other title matters to which Tenant has objected prior to the close of escrow in connection
with the Purchase Option(Landlord's failure to timely so notify Tenant shall be deemed Landlord's
election not to so cure any of Tenant's title objections under this subsection(ii)). The foregoing
title review, objection, and cure procedure shall take place prior to Tenant's delivery of the
Purchase Option Notice,provided however,Landlord's obligations under this Section 33.2(c)shall
apply until the close of escrow.
(d) Landlord's Permission. Notwithstanding anything to the contrary in this Section 33.2,Tenant
shall not perform any soil borings or other invasive testing to the land or any improvements located
thereon without Landlord's prior written approval which approval shall not be unreasonably
withheld, conditioned or delayed. Landlord or its representative may be present to observe any
testing or other inspection performed on the Property.Tenant's right to enter upon the Premises or
allow any of Tenant's Agents to enter upon the Premises to perform the due diligence investigations
contemplated in this Section 33, shall be conditioned on Landlord's agreement to maintain
worker's compensation and commercial general liability insurance policies to cover Tenant's and
DA Of ice I.ou'c(Final)9.18.17.Docx -23-
Tenant's Agents' due diligence activities on the Premises and to keep the Premises free and clear
of all mechanics'and materialmen's liens or other liens arising out of any of its activities or those
of its representatives, agents or contractors. If the same is not already in effect pursuant to this
Lease,then at least two(2)business days before commencing such due diligence investigations on
the Premises, Tenant shall deliver to Landlord a certificate of insurance evidencing insurance
coverage in compliance with the terms of this subsection.Tenant shall maintain and keep in effect,
at Tenant's sole expense,at all times during the period of escrow,a general commercial liability
insurance policy as set forth in Section 19 herein.
33.3 Actions of Parties. Within thirty(30)days following Landlord's receipt of the Purchase Option
Notice,the parties shall proceed to open an escrow for the purchase and sale of the Premises("Escrow")
with an escrow company reasonably acceptable to both Landlord and Tenant ("Escrow Holder") by
delivering a fully executed copy of a definitive Purchase and Sale Agreement and Joint Escrow Instructions
(the"Purchase Agreement")to Escrow Holder. In addition,concurrently with delivery of the Purchase
Agreement to Escrow Holder,Tenant shall deliver to Escrow Holder,in cash,the balance of the Purchase
Price(as defined below). The Purchase Agreement shall incorporate the terms and provisions set forth in
this Addendum and any other provisions reasonably approved by the parties.
33.4 Closing Date. The close of escrow'shall occur within thirty(30)days after the expiration of the
120'h full month of the Lease Term ("Closing Date").
33.5 No Contingencies to Tenant's Obligations. After Tenant's delivery of the Purchase Option
Notice,there shall be no contingencies or conditions precedent to Tenant's obligations to close Escrow
except for(i)Landlord's delivery to Escrow Holder on or before the Closing Date of a duly executed and
acknowledged grant deed conveying fee title to the Premises to Tenant and(ii)the agreement by a title
company reasonably acceptable to Landlord and Tenant to deliver to Tenant,on the Closing Date,the Title
Policy described below.
33.6 Title. Title to the Premises shall be evidenced by a standard CLTA Owner's Form Policy of Title
Insurance issued by a title company reasonably acceptable to Landlord and Tenant("Title Policy")in the
amount of the Purchase Price showing fee title to the Premises vested in Tenant. Title to the Premises shall
be subject to all matters of record,matters apparent by an inspection or survey,and any other matters created
or approved by,or consented to by Tenant. Notwithstanding the foregoing,title to the Premises shall be
free and clear of any monetary encumbrances (other than liens for property taxes and assessments) and
Landlord shall cause such liens to be eliminated at Landlord's sole cost and expense prior to the close of
Escrow.
33.7 Costs and Prorations. Closing and escrow costs shall be paid as follows:
(a) The cost of the Preliminary Title Reports and any other required title work shall be paid by Tenant.
(b) The premium for the cost of the Title Policy shall be paid by Landlord. Tenant will pay for the cost
of extended coverage(if required by Tenant)and the cost of any title endorsements.
(c) Recording fees and transfer taxes,shall be paid by Landlord. Document preparation fees shall be
paid by Tenant,50%and by Landlord,50%.
(d) Escrow fees and any and all other costs necessary to achieve a successful closing of Escrow shall
be paid by Tenant,50%and by Landlord,50%.
(e) Each Party shall bear its own legal and accounting fees and costs.
(f) Prorations to the Date of Closing shall include: all current taxes and assessments including ad
valorem taxes,charges for solid waste removal and sewage,utilities,assessments for maintenance,
Rent paid under the Lease,and other charges attributable to the Property. The basis for proration
of taxes shall be the last known actual taxes and assessments payable unless the current year tax
amounts are known,and shall be based on the assessed value as shown on the assessor's record at
the time of settlement. Landlord and Tenant agree to adjust the tax proration post-Closing once the
final tax bill for the tax year of Closing has been received. This Section shall survive the expiration
of the Lease and the Closing. Prorations shall be calculated based on a thirty(30)day month and
three hundred sixty(360)day year.
33.8 Representations. Tenant acknowledges that the Purchase Option has been granted by Landlord to
Tenant based on the understanding that exercise of the Purchase Option is entirely voluntary by Tenant,
and that the conveyance of the Premises by Landlord to Tenant is and shall be on an"AS IS"basis,with
absolutely no representations or warranties,express or implied,regarding the Premises.
Dn 01Ta 1—feNm)9.18.17.M., -24-
33.9 Deliveries to Tenant Upon Closing Date. Landlord shall deliver to Tenant upon the Closing Date,
originals or copies of all drawings,plans,licenses,permits and other documents pertaining to the Premises.
34. Recordation of Memorandum of Lease.
Following the earlier date to occur of(1)Landlord's delivery to Tenant of Waiver Landlord Contingency
described below,or,(2)February 1,2018,Tenant and Landlord agree to promptly execute a Memorandum
of this Lease in the form of Exhibit"H",with legal description shown as Attachment"A"thereto,which is
attached hereto and incorporated herein by this reference. Tenant's Director Internal Services Division
(ISD),or his/her designee,shall be authorized to execute the Memorandum of this Lease for Tenant. Tenant
shall be authorized to record the executed Memorandum of this Lease in the Office of the Fresno County
Recorder following such execution of the Memorandum of Lease. Tenant and Landlord shall cause their
respective signatures on the Memorandum of this Lease to be notarized to facilitate recordation thereof.
The Recorder's cost/fee for recording the Memorandum of this Lease shall be payable by Tenant.
35. Contingencies.
35.1 Landlord Contingency. Notwithstanding anything to the contrary contained herein,this Lease shall
be contingent and conditional upon Landlord obtaining New Market Tax Credits ("Landlord
Contingency") in an amount not less than $8,000,000 cash and on terms and conditions acceptable to
Landlord,in its sole discretion. Landlord shall have the right to terminate this Lease upon written notice to
Tenant on or prior to the earlier date to occur of(1)February 1,2018,or,(2)Landlord's delivery to Tenant
of Landlord's executed written assurance that Landlord Contingency has been satisfied ("Waiver
Landlord Contingency"). Under no circumstances whatsoever shall Landlord's right to terminate this
Lease pursuant to this Section 35.1 extend beyond the earlier of(1)or(2)written hereinabove.
35.2 Plans and Costs Contingency. Further notwithstanding anything to the contrary contained herein,
this Lease shall be contingent and conditional upon both Landlord and Tenant mutually approving plans
and specifications ("Plans, Specifications and Criteria") for the Tenant improvements
("Improvements") to be constructed by Landlord in the Premises and Landlord and Tenant's mutual
approval of the costs thereof("Plans and Costs Contingency"). The Plans,Specifications and Criteria
drawings will not be commenced to be prepared by Landlord until this Lease is fully executed. Either party
shall have the right to terminate this Lease,upon written notice to the other party,on or before the earlier
to occur of(i)February 1,2018 or(ii)both parties'delivery to the other of their executed written assurance
that the Plans and Costs Contingency has been satisfied. Under no circumstances whatsoever shall either
parry's right to terminate this Lease pursuant to this Section 35.2 extend beyond the earlier of(i)or(ii)
written hereinabove.
35.3. Termination and Landlord's Return of All Sums Paid. In the event either party terminates this Lease
pursuant to this Section 35,Landlord shall return to Tenant all amounts paid whatsoever to Landlord under
this Lease no later than 30 days from the date either party delivers to the other party written notice of
termination of this Lease pursuant to this Section 35.
]REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
DA Dlricc I.—ffm.i)9.18.17.D— -25-
IN WITNESS WHEREOF,the parties have executed this Lease as of the day and year first above written.
"LANDLORD": RIVER PARK PROPERTIES 1II,
a California limited partnership
By: Lance-Kashian&Company,
a California corporation,
general p er r�/
Dated: 2017 By:
Name: Edward M.Kashian
Title: Chief Executive Officer
"TENANT" COUNTY OF FRESNO,
a PoIiticalkilsioof the State of California
Dated: '7'd'Vp 2017 By:
Name: Brian ParhpCn
Title: Chairman. Board of Supervisors
ATTEST:BERNICE E.SEIDEL,CLERK
BOARD OF SUPERV O
By: SyusII 1 ap
Deputy
APP OVED AS TO LEGAL FORM:
D C.CEDE G,CO TY COUNSEL
By:
Deputy
APPROVED AS TO ACCOUNTING FORM:
OSCAR J.GARCIA,C.P.A.
AUDITOR-CONTROLLER/TREA S URER-
TAX C LECTOR
Bv:
kOR AP RO AL:
7By:
Robert W.Bash,Director of
Internal Services/Chief Information Officer
RE O�VIl�1E D FOR PROVAL-
By:
sa p, r o Coun strict
Attorne
DA OM,c Lc—(F mall 9 18 17 Doc -26-
EXHIBIT"A"
LEGAL DESCRIPTION OF PREMISES
THE LAND REFERRED TO IS SITUATED IN THE COUNTY OF FRESNO, CITY OF FRESNO,
STATE OF CALIFORNIA,AND IS DESCRIBED AS FOLLOWS:
LOTS 30,31 AND 32 OF BLOCK 95 OF THE TOWN(NOW CITY)OF FRESNO, IN THE CITY OF
FRESNO,COUNTY OF FRESNO,STATE OF CALIFORNIA ACCORDING TO THE MAP THEREOF
FILED FOR RECORD ON JUNE 8,1876 IN BOOK J OF DEEDS PAGE 339, FRESNO COUNTY
RECORDS AND TRANSCRIBED IN VOLUME 1 OF MAPS,PAGE 2,FRESNO COUNTY RECORDS.
APN: 468-251-10
EXHIBIT"A"
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EXHIBIT"B"
PREMISES SERVICES AGREEMENT
Landscape
1. Roof Garden
a. 3 days a week,4 hours a day-Landscaper to maintain roof garden and hand water plants
2. Tree Maintenance at the sidewalk surrounding the building
a. 1 x week-Maintenance of 7 potted street trees
Parking Lot
1. Contract Vacuuming
a. 1 x a week basement sweeping of 11 parking lot stalls
Exterior Building Maintenance
1. Pressure Washing to be performed
a. 2 x year-Window washing all floors
b. 1 x month-Window Washing for 1"floor windows only
c. 1 x month-Alley and sidewalks
2. Painting
a. Graffiti removal as needed
3. Pest Control
a. 1 x month,exterior only—Treat and spray the outside of the building
4. Common Area Repairs
a. Vandalism repairs as needed
5. Roof Repairs
a. Under Warranty for 1"year
Janitorial
1. 4 days a week and 1 day on weekend,night time service-Service to include dusting,wiping
counters,washing sinks,vacuuming,cleaning of restrooms,restocking paper products in
restrooms,and cleaning of the conference room in all the floors
2. 3 hours a day x 5 day a week for day porter—Service to include cleaning of the parking lot
basement,emptying trash in common area,cleaning of restrooms,restocking paper products in
restrooms and cleaning of conference room in all the floors
3. Supplies
a. Paper Products
b. Cleaning Supplies
c. Cleaning equipment
HVAC
1. Contract Maintenance
a. 1"year under warranty
b. Quarterly Service Agreement
Interior Building Maintenance
1. Electrical Repairs
a. Under warranty for I"year
b. After warranty,estimates to be provided
2. Plumbing
a. Service calls
i. Urinal
ii. Toilet
iii. Fixture repairs
3. Elevator Contract Maintenance
a. Cost is based on two elevators
b. Service to be performed quarterly
4. Conference Room
a. Supplies
i. Replacement of worn out HDMI cabling or data cabling
b. Preventative Maintenance Contract
i. Tenant to bear conference room costs
c. Equipment Repair&Replacement
i. Tenant to bear conference room costs
EXHIBIT"B"
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Vendors
1. Tenant shall have the right to approve all vendors.
On-Site Management
1. Property Management available upon request
2. 1 x week-Property Management assessment of interior and exterior of building visits with lead
personnel
3. Property Management or their representative will visit the building on a daily basis Monday
through Friday.
Utilities
1. Utility-Electric/Gas-Tenant pays direct
2. Utility—Trash—Trash to be removed by provider
a. 2 x a month-If 30-yard compactor chosen
b. Daily—If front loader bins are chosen
3. Utility-EMON Phone Line to send energy use data out to Landlord
4. Elevator Phone Line
a. To allow access to make emergency calls in case of an entrapment
5. Utility-Premise Electrical—Tenant agrees to pay electrical of premises
6. Utilities—Conference Room-Tenant to bear all conference room costs
Security
1. Contract Security
a. Security services will be offered by Fresno County
2. Security Alarm Monitoring
a. Monitoring of space inside the property.
Fire Safety
1. Maintenance of Fire Alarm System
a. Testing system on quarterly basis per FFD regulations
b. Testing system on a yearly basis per FFD regulations
c. Testing system on a 5-year basis per FFD regulations
2. Fire System Phone Line
a. Phone line to ensure fire alarm system is active and able to communicate to central
monitoring station
Insurance
1. Property Insurance based on then current Building value
a. Rent abatement insurance with a 24-month indemnity period
2. General Liability
3. Other coverages,including earthquake insurance
Operating Expenses
1. Operating expenses shall be considered additional rent under the Lease.
2. Additional rent shall be paid by Tenant monthly by the I"of the month with monthly base rent and
be equal to 1l121 of the annual budget.
3. Landlord shall endeavor to deliver to Tenant an annual good faith Operating Expense budget at
least 30 days prior to the start of the next calendar year.
4. Within 90 days after the year is completed,Landlord shall submit to Tenant a reconciliation of the
actual Operating Expenses.
5. Any overpayment of Operating Expenses shall,at Landlord's option,be refunded by Landlord to
Tenant within thirty(30)days after Landlord's delivery of the statement setting forth such amount
or credited against Tenant's next installment(s)of the rent next becoming due under this Lease.
Any underpayment shall be paid by Tenant to Landlord within 30 days.
Modification to Agreement
1. This agreement may be modified subject to mutual agreement of both parties.
EXHIBIT`B"
DA Office Lc (F ml)9.18.17.Docx -2-
Administration Fee
1. Tenant shall pay a 10%Administration Fee to Landlord on all expenses.
Repairs
1. Landlord shall make any necessary repairs and replacements during the course of the life of the
lease of every kind and nature and which shall be considered an operating expense.
2. All Repairs,replacement,maintenance,restoration or operation of the building and on any floor
or conference room are considered as part of this agreement and will be an operating expense
whether paid or incurred and without any limitation.
Term of Agreement
1. The term of this agreement will be for the life of the Lease.
Termination of Agreement
1. This agreement can be terminated with a 60-day notice for cause.
*To the extent Landlord and Tenant agree upon modifications to the services to be provided by Landlord
pursuant hereto,the budget shall be modified to reflect such modifications and Tenant's estimated monthly
payment shall be adjusted accordingly.
EXHIBIT"B"
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EXHIBIT"C"
RENTSCHEDULE
Property located at:2100 Tulare St.,Fresntl,,CA 93721/APN 468-251-10
Base Rent
Schedule:
Period Rent psflmo. Rent$/mo. Rent psflannual Rent$/annual
Year 1-5 $1.64 $120,064.40 $19.68 $1,440,772.80
Year 6-10 $1.80 $132,083.04 $21.65 $1,584,996.50
Year 11-15 $1.98 $145,260.84 $23.81 $1,743,130.10
Year 16-20 $2.18 $159,780.83 $26.19 $1,917,369.90
EXHIBIT"C"
onOfr-L .,(mxp91s.17D— -I-
EXHIBIT"D"
NOTICE OF LEASE TERM DATES
To: County of Fresno
Date: To Be Determined
Re: Lease dated 2017,between River Park Properties III,a California limited
partnership(Landlord),and County of Fresno(Tenant),concerning 2100 Tulare Street,Fresno,
California(Premises).
In accordance with the subject Lease,we wish to advise and/or confirm as follows:
1. That on the date of , 201 (Commencement Date), the Tenant has taken
possession of the Premises under the provisions of the subject Lease and the Premises have been
accepted herewith by the Tenant as(i)being substantially complete in accordance with the subject
Lease, subject only to punch-list items which Landlord shall cause to repair promptly after
notification from Tenant,(ii)containing 73,210 rentable square feet. Tenant's percentage of the
Building is 100%.
2. That under the provisions of the subject Lease,the Lease Expiration Date is ,20—
subject to Section 33 of the Lease(Option to Purchase).
3. That in accordance with the subject Lease, Rent commenced to accrue on
201 .
4. If the Commencement Date of the subject Lease is other than the first day of the month,the first
billing will contain a pro rata adjustment for Rent. Each billing thereafter shall be for the full
amount of the Rent as provided for in said Lease.
Rent is due and payable in accordance with the subject Lease. All Rent checks should be payable to:
River Park Properties III
265 E.River Park Circle,Suite 150
Fresno,CA 93711
AGREED&ACCEPTED:
LANDLORD: TENANT:
RIVER PARK PROPERTIES III, COUNTY OF FRESNO
a California limited partnership
By: By:
Robert W.Bash,Director of Internal
Services/Chief Information Officer
Its: Its:
Address: 265 E River Park Circle,Suite 150 Address: 333 W.Pontiac
Fresno,CA 93711 Clovis,California 93612
Phone: (559)438-4800 Phone: (559)600-6200
Date of execution: Date of execution:
SAMPLE ONLY[NOT FOR EXECUTION]
EXHIBIT"D"
DA Office 1—(F=1)9.18 17.Doca -I-
EXHIBIT"E"
ENVIRONMENTAL REPORTS
• Phase I Environmental Site Assessment prepared by Technicon Engineering Services, dated
February 24, 1999.
• Phase II Site Assessment prepared by Technicon Engineering Services,dated May 12, 1999.
• Phase I Environmental Site Assessment prepared by Moore Twining Associates,dated April 29,
2013.
• Lead-Based Paint Inspection&Lead Waste Characterization Report by T.Brooks&Associates,
dated January 14,2014.
• Supplement to Environmental Survey Report by T. Brooks &Associates, dated June 17, 20I4.
(Includes January 14,2014/January 14,2013 Pre-Renovation Asbestos Survey Reports).
• Final Asbestos Air CIearance Report by Bovee Environmental Management,dated September 19,
2014.
• Final Asbestos Air Clearance Report by Bovee Environmental Management,dated April 24,2015.
EXHIBIT"E"
DA oni.Ln (F'iwp 9 1&n.D.,, -1-
EXHIBIT"F"
SAMPLE FORM OF TENANT ESTOPPEL CERTIFICATE
The undersigned("Tenant")hereby certifies to ("Landlord"),
and as follows:
1. Attached hereto is a true, correct and complete copy of that certain Lease dated
between Landlord and Tenant(the"Lease"),which demises Premises
which are located at. The Lease is now in full force and effect and has not been amended, modified or
supplemented,except as set forth in Section 6 below.
2. The term of the Lease commenced on
3. The term of the Lease is currently scheduled to expire on
4. Tenant has no option to renew or extend the Term of the Lease except:
5. Tenant has an option to purchase the Premises.
6. The Lease has:(Initial One)
( ) not been amended,modified,supplemented,extended,renewed or assigned.
( ) been amended,modified,supplemented,extended,renewed or assigned by the following described
agreements, copies of which are attached hereto:
7. Tenant has accepted and is now in possession of the Premises and has not sublet, assigned or
encumbered the Lease,the Premises or any portion thereof except as follows:
8. The current Monthly Rent is$
9. The amount of Security Deposit(if any)is$ No other security deposits have
been made.
10. All rental payments payable by Tenant have been paid in full as of the date hereof. No rent under
the Lease has been paid for more than thirty(30)days in advance of its due date.
11. All work required to be performed by Landlord under the Lease has been completed and has been
accepted by Tenant,and all tenant improvement allowances have been paid in full.
12. To the best of Tenant's knowledge, as of the date hereof, there are no defaults on the part of
Landlord or Tenant under the Lease.
13. Tenant has no defense as to its obligations under the Lease and claims no set-off or counterclaim
against Landlord.
14. Tenant has no right to any concession(rental or otherwise)or similar compensation in connection
with renting the space it occupies,except as expressly provided in the Lease.
15. All insurance required of Tenant under the Lease has been provided by Tenant and all premiums
have been paid.
16. There has not been filed by or against Tenant a petition in bankruptcy,voluntary or otherwise,any
assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the
bankruptcy laws of the United States or any state thereof, or any other action brought pursuant to such
bankruptcy laws with respect to Tenant.
17. Tenant pays rent due Landlord under the Lease to Landlord and does not have any knowledge of
any other person who has any right to such rents by collateral assignment or otherwise.
The foregoing certification is made with the knowledge that is about to[fund
a loan to Landlord or purchase the Premises from Landlord], and that is
relying upon the representations herein made in[funding such loan or purchasing the Premises].
Dated:
EXHIBIT'T"
DA Office La (Furl)9.18.17.Doc% -1-
"TENANT"
By:
By:
SAMPLE ONLY(NOT FOR EXECUTION)
EXHIBIT"F"
DA Office L—(Fwry 9.18.17.D— -2-
EXHIBIT"G"
SELF-0EALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County'),
members of a contractor's board of directors (hereinafter referred to as "County Contractor"),
must disclose any self-dealing transactions that they are a party to while providing goods,
performing services,or both for the County.A self-dealing transaction is defined below:
A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name,job title(if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to
the County.At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the
transaction; and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing
transaction described in Sections(3)and(4).
Mail the completed form to: County of Fresno
Attn: Lease Services(L-323)
Internal Services Department
333 Potiac Way
Clovis, CA 93612
EXHIBIT"G"
DA office Le (Final)9.18.17Abcx -I-
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3)Disclosure(Please describe the nature of the self-dealing transaction you are a party to):
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a):
(5)Authorized Signature
Signature: Date:
EXHIBIT"G"
DA Office Lease(Full)9.18.17.Dncx -2-
EXHIBIT"H"
MEMORANDUM OF LEASE
This MEMORANDUM OF LEASE(the"Memorandum")is made as of 2017,by
and between RIVER PARK PROPERTIES III,a California limited partnership("Landlord"),and
COUNTY OF FRESNO,a Political Subdivision of the State of California("Tenant").
1. This Memorandum is executed in connection with that certain Single-Tenant Lease(Triple
Net)dated 2017("Lease")by and between Landlord and Tenant.
2. The real property which is the subject of this Memorandum and of the Lease is described
on Exhibit"A"attached hereto(the"Real Property").
3. Landlord hereby leases to Tenant a total of approximately 73,210 rentable square feet
located in that certain office building(`Building")situated on the Real Property,and Tenant hereby leases
said premises from Landlord,for the rent and on the terms and conditions set forth in the Lease.
4. The term of the Lease is twenty(20)years following the Lease Commencement Date(as
defined in the Lease).
5. The terms and conditions of the Lease are incorporated herein by reference. This
Memorandum is prepared for the purpose of recordation and in no way modifies the terms and conditions
of the Lease. If there is any inconsistency between the terms and conditions of this Memorandum and the
terms and conditions of the Lease,the terms and conditions of the Lease shall control.
IN WITNESS WHEREOF,the parties executed this Memorandum on the date first above written.
"LANDLORD": RIVER PARK PROPERTIES III,
a California limited partnership
By: Lance-Kashian&Company,
a California corporation,
general partner
By:
Name: Edward M.Kashian
Title: Chief Executive Officer
"TENANT" COUNTY OF FRESNO,
a Political Subdivision of the State of California
By:
Name:
Title:
[Signatures must be acknowledged by a notary-
Notary acknowledgements on the following page]
EXHIBIT"H"
DA OITce L—(Fwl)9.18.17.Dca -I-
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the documents,to which this certificate is attached,and not the
truthfulness,accuracy,or validity of that document.
STATE OF )
)ss.
COUNTY OF
On before me,(here insert name and title of the
officer) personally appeared
who proved to me on the basis of satisfactory
evidence to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their
signature(s)on the instrument the person(s)or the entity upon behalf of which the person(s)acted,executed
the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
[seal]
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the documents,to which this certificate is attached,and not the
truthfulness,accuracy,or validity of that document.
STATE OF )
)ss.
COUNTY OF )
On before me,(here insert name and title of the
officer) personally appeared
who proved to me on the basis of satisfactory
evidence to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their
signature(s)on the instrument the person(s)or the entity upon behalf of which the person(s)acted,executed
the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
[seal]
EXHIBIT"H"
DA Office L—(Fi.1)7.18 17.W., -2-