HomeMy WebLinkAboutAgreement A-24-025 Sublease Amendment No. 1 with K.W.P.H.pdf Agreement No. 24-025
1 AMENDMENT NO. 1 TO SUBLEASE AGREEMENT
2 This Amendment No. 1 to Sublease Agreement (`Amendment No. 1") is dated
3 January 9, 2024 and is between K.W.P.H. Enterprises, a California corporation, doing
4 business as American Ambulance (`SUBLESSEE"). and the County of Fresno, a political
5 subdivision of the State of California ("SUBLESSOR").
6 Recitals
7 A. On October 20, 2020, the SUBLESSEE and the SUBLESSOR entered into a Sublease
8 Agreement, which is County agreement number A-20-424 (`Sublease"), for 8,846 net square
9 feet of rentable space, related paved parking, and associated landscaping ('Subleased
10 Premises").
11 B. Under the Sublease, an additional approximate 2,352 net rentable square feet of
12 rentable space and parking, currently under an existing and separate lease ("Physician's
13 Lease''), may. if offered by SUBLESSOR, be available to SUBLESSEE when the Physician's
14 Lease is terminated.
15 C. For the mutual benefit of the parties, the SUBLESSEE desires, and the SUBLESSOR
16 agrees, to amend the Sublease in accordance with Amendment No.1 to Lease Agreement A-19-
17 303 ("2019 Lease"), in order to extend the Physician's Lease termination date ('Physician's
18 Lease Termination Date") an additional three months due to construction delays impacting the
19 physician's ability to relocate to new space on or before the existing Physician's Lease
20 Termination Date.
21 D. The SUBLESSEE and SUBLESSOR now desire to amend the Sublease in order to
22 extend the Physician's Lease Termination Date and agree as follows:
23 1. Section 1(0— "Physician's Lease Termination Date" of the Sublease located on page 6
24 and inserted between lines 5 through 13 is deleted in its entirety and replaced with the following:
25 "Physician's Lease Termination —The Parties acknowledge that, under
26 Amendment No.1 to the 2019 Lease. the Physician's Lease shall terminate on or
27 before April 30, 2024 ("Physician's Lease Termination Date"), and its term shall
28 not be subject to any right of the physician or anyone else. except as depicted in
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1 the Preliminary Report Permitted Exceptions, as described in Amendment No. 1
2 to the 2019 Lease, Section 19(e). Upon the Physician's Lease Termination Date,
3 the Physician's Office shall be immediately available, in good habitable condition,
4 to SUBLESSEE for SUBLESSEE's use under the same terms and conditions of
5 this Sublease, pursuant to Section 12 herein. The Physician's Lease Termination
6 Date may be extended once, for up to ninety (90) days upon mutual written
7 consent by both the LESSEE and LESSOR under the 2019 Lease. The Director
8 of Internal Services/Chief Information Officer or his or her designee is authorized
9 to execute such written notice on behalf of 2019 Lease LESSEE. The
10 SUBLESSOR shall notify the SUBLESSEE within five business days should the
11 subsequent ninety (90) days extension option be utilized."
12 2. Section 1(d) of Exhibit 1 — "Physicians Lease Termination Date" is deleted in its entirety
13 and replaced with the following:
14 "Physician's Lease Termination Date" — LESSOR represents, covenants, and
15 warrants to LESSEE that the Physician's Lease shall terminate on or before May
16 1, 2024 (`Physician's Lease Termination Date"), and its term shall not be subject
17 to any right of the physician or anyone else, except as depicted in the Preliminary
18 Report Permitted Exceptions; as described in Section 19(e), herein. Upon the
19 Physician's Lease Termination Date, the Physician's Office shall be immediately
20 available, in good habitable condition, to LESSEE for LESSEE's use under the
21 same terms and conditions of this Lease, pursuant to Section 12 herein. The
22 Physician's Lease Termination Date may be extended for up to ninety (90) days
23 upon mutual written consent by both parties. The Director of Internal
24 Services/Chief Information Officer or his or her designee is authorized to execute
25 such written notice on behalf of LESSEE."
26 3. Section 36 ENTIRE AGREEMENT, located on page 60 at lines 20 through 25, is deleted
27 and replaced with the following:
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1 "This Sublease constitutes the entire agreement between the SUBLESSEE and
2 the SUBLESSOR with respect to the subject matter hereof and supersedes all
3 previous Sublease Agreement negotiations, proposals, commitments, writings,
4 advertisements, publications, and understandings of any nature whatsoever
5 unless expressly included in this Sublease. In the event of any inconsistency in
6 interpreting the documents which constitute this Sublease, the inconsistency
7 shall be resolved by giving precedence in the following order of priority: (1) the
8 text of this Amendment No. 1; (2) Sublease Agreement A-20-424 including
9 Exhibits 1 through 7; and (3) Exhibits 1 through 7, except for (i) Amendment No.
10 1 to the 2019 Lease; (ii) the 2019 Lease; and (iii) the SNDA."
11 4. When both parties have signed this Amendment No. 1, the Sublease and this
12 Amendment No. 1 together constitute the Sublease.
13 5. The SUBLESSEE represents and warrants to the SUBLESSOR that:
14 a. The SUBLESSEE is duly authorized and empowered to sign and perform its
15 obligations under this Amendment No. 1.
16 b. The individual signing this Amendment No. 1 on behalf of the SUBLESSEE is duly
17 authorized to do so and his or her signature on this Amendment No. 1 legally binds
18 the SUBLESSEE to the terms of this Amendment No. 1.
19 6. The parties agree that this Amendment No. 1 may be executed by electronic signature
20 as provided in this section.
21 a. An "electronic signature" means any symbol or process intended by an individual
22 signing this Amendment No. 1 to represent their signature, including but not limited
23 to (1) a digital signature; (2) a faxed version of an original handwritten signature; or
24 (3) an electronically scanned and transmitted (for example by PDF document)
25 version of an original handwritten signature.
26 b. Each electronic signature affixed or attached to this Amendment No. 1 (1) is deemed
27 equivalent to a valid original handwritten signature of the person signing this
28 Amendment No. 1 for all purposes, including but not limited to evidentiary proof in
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1 any administrative or judicial proceeding, and (2) has the same force and effect as
2 the valid original handwritten signature of that person.
3 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
4 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
5 2, Title 2.5, beginning with section 1633.1).
6 d. Each party using a digital signature represents that it has undertaken and satisfied
7 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
8 through (5), and agrees that each other party may rely upon that representation.
9 e. This Amendment No. 1 is not conditioned upon the parties conducting the
10 transactions under it by electronic means and either party may sign this Amendment
11 No. 1 with an original handwritten signature.
12 7. This Amendment No. 1 may be signed in counterparts, each of which is an original, and
13 all of which together constitute this Amendment No. 1.
14 8. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
15 provisions of the Sublease Agreement and not amended by this Amendment No. 1 remain in full
16 force and effect.
17 [SIGNATURE PAGE FOLLOWS]
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I The parties are signing this Sublease Amendment No. 1 on the date stated in the
2 introductory clause.
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SUBLESSEE: SUBLESSOR:
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K.W.P.H Enterprises, dba American COUNTY OF FRESNO
5 Ambulance
7 Nathan Magsig, Chairman of the Board of
Todd Valeri, PresidentlCEO Supervisors of the County of Fresno
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Attest:
10 Chief rinancial Officer or Corporate Secretary Bernice E. Seidel
Clerk of the Board of Supervisors
11 County of Fresno, State of California
13 Deputy
2911 E. Tulare Street
14 Fresno, CA 93721
15 For accounting use only:
16 Org No.:0001
Account No.:10000
17 Fund No.:56201693
Subclass No-7340
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