HomeMy WebLinkAboutAgreement A-19-331 with River Park Properties II.pdfSINGLE-TENANT LEASE (TRIPLE NET)
LANDLORD:
RIVER PARK PROPERTIES II,
a California limited partnership
TENANT:
COUNTY OF FRESNO,
a Political Subdivision of the State of California
Agreement No. 19-331
TABLE OF CONTENTS
Page
SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS .............................................. iii
1.Lease of Pre1nises ........................................................................................................................... 1
2.Tern1 ............................................................................................................................................... 1
3.Rent. ............................................................................................................................................... 1
4.Triple-Net Lease ............................................................................................................................. 2
5.Use ................................................................................................................................................. 2
6.Pay1nents and Notices .................................................................................................................... 4
7.Brokers ............................................................................................... · ............................................ 4
8.Surrender; Holding Over. ............................................................................................................... 4
9.Taxes .............................................................................................................................................. 5
10.Repairs ........................................................................................................................................... 6
11.Alterations ...................................................................................................................................... 6
12.Liens ............................................................................................................................................... 7
13.Assigmnent and Subletting ............................................................................................................. 8
14.Entry by Landlord .......................................................................................................................... 9
15.Utilities and Services ...................................................................................................................... 9
16.Mutual Indell111ification ................................................................................................................. 9
17.Dan1age or Destruction ................................................................................................................ 10
18.E1ni11ent Do1nain .......................................................................................................................... 11
19.Tenant's Insurance ....................................................................................................................... 11
20.Waiver of Subrogation ................................................................................................................. 13
21.Tenant's Default and Landlord's Remedies ................................................................................. 13
22.Landlord's Default. ...................................................................................................................... 15
23.Compliance with all Laws and Prevailing Wages ........................................................................ 16
24.Subordination ............................................................................................................................... 16
25.Estoppel Certificate ...................................................................................................................... 16
26.Modification and Cure Rights of Landlord's Mortgagees and Lessors ........................................ 17
27.Quiet Enjoy1nent. ......................................................................................................................... 17
28.Transfer of Landlord's Interest. ................................................................................................... 17
29.Limitation on Landlord's Liability ............................................................................................... 17
30.Miscellaneous ............................................................................................................................... 17
31.Lease Execution ........................................................................................................................... 20
32.Roof Mounted Telecommunications Equipment. ........................................................................ 20
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33.Option to Purchase ....................................................................................................................... 20
34.Recordation of Memorandum of Lease ........................................................................................ 22
35.Landlord's Work .......................................................................................................................... 23
EXHIBIT "A"
EXHIBIT "B"
EXHIBIT "C"
EXHIBIT "D"
EXHIBIT "E"
EXHIBIT "F"
EXHIBIT "G"
EXHIBIT "H"
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Legal Description Of Premises
Rent Schedule
Sample Fonn Of Notice Of Lease Term Dates
Environmental Reports
Sample Form Of Tenant Estoppel Certificate
Self-Dealing Transaction Disclosure Form
Memorandum of Lease
Tenant Improvement Plans
11
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 Sununary.
All references in the Lease to any term defined in this Sununary shall 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 Sununary shall have the meaning given to such
terms in the Lease.
1.1 Landlord's Address:
with a copyto:
1.2 Tenant's Address:
with a copy to:
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River Park Properties II
c/o Lance-Kashian & Company
265 East River Park Circle, Suite 150
Fresno, California 93720
Attention: Lease Administrator
Telephone: (559) 438-4800
Lance-Kashian & Company
265 East River Park Circle, Suite 150
Fresno, California 93720
Attention: Daniel D. Kuniyoshi
Telephone: (559) 438-4800
County of Fresno
Fresno County Administrative Office, Hall of Records
2281 Tulare Street, Suite 304 Fresno, CA 93721
Attention: Jean M. Rousseau, County Administrative Officer
email: jrousseau@co.fresno,ca.us
Telephone: (559) 600-1221
Office of the District Attorney (Fresno County)
2220 Tulare Street, Suite I 000
Fresno, CA 93721
Attention: Lisa A. Smittcamp, District Attorney
email: lsmittcamp@co.fresno.ca.us
Telephone: ( 559) 600-3141
Ill
1.3 Premises: The real property located at 2100 Tulare Street, in the City ofFresno, 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 office
building containing approximately 80,685 total square feet consisting of 70,495 rentable square
feet and the Basement area including approximately 13 parking stalls in the Basement (the
"Building"), which Building will be improved with certain Tenant improvements
. ("Improvements" or "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 and delive ry to
Tena nt 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 an ticipates that
substantial completion will occur on or about March 1, 2020.
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
detemuning 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.
1.6 Rent: The Monthly Rent for the Premises shall be detennined in accordance with Exhibit "B"
attached hereto and shall be subject to increases at the times and in the amounts calculated in
accordance with Exhibit "B".
1.7 Permitted Use: The Premises may be used only for general office purposes for the Fresno
County District Attorney (including the staff attorneys, district attorney investigators and other
sworn peace officers, paralegals and other employees) in performing the functions and duties of
a District Attorney under California law ("Permitted Use").
1.8 Brokers: None.
1.9 Interest Rate: The lesser of: (a) the prime rate announced from time to time by Wells Fargo
Bartle 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 pernutted by
law.
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SINGLE-TENANT LEASE AND OPTION TO PURCHASE
This SINGLE-TENANT LEASE AND OPTION TO PURCHASE ("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 ___ day of July, 2019, by and between
RIVER PARK PROPERTIES II, a California limited partnership ("Landlord"), and COUNTY
OF FRESNO, a Political Subdivision of the State of Califomia("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.
1.2 Measurement of Premises. The Monthly Rent for the Premises has been calculated on the
assumption that the Premises contain 80,685 total square feet, including the Building's Basement with
approximately 13 parking stalls and 70,495 rentable square feet. The entire total square footage of the
Premises shall be included in this Lease, but all Rent payments shall be calculated based on the 70,495
rentable square feet. Notwithstanding the foregoing, Landlord and Tenant hereby stipulate to the
rentable square footage and total square footage of the Premises and Building (including the Basement)
as set forth in the Summary and agree that such rentable square footage and total square footage shall
not be subject to confirmation or recalculation.
2.I.eJ:.m.
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 conunence 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 Tenn Dates attached hereto as
Exhibit "C". The executed Notice of Lease Term Dates shall be binding upon Tenant and Landlord.
Landlord understands that Lessee's Director oflnternal Services ( or another authorized individual) shall
execute the Notice of Lease Term Dates on Tenant's behalf. The Notice of Lease Tenn 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 furniture, 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 su�ject 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.&.u.1-
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 "B". 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 as described in Exhibit "C". Monthly Rent for any patiial 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.
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Agreement No. 19-331
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.
4.Trjnle-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 wh atsoever 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 1mforeseen and/or extraordinary alterations or improvements, and
regardless of the period of time remaining in the Tem1) 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, i1mnoral,
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 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. In any event, all of Tenant's
signage, both signage initially installed and any subsequent changes to the Building fai,:ade (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 fa9ade {including, but not limited to, modifications to any Tenant signage) shall be subject to
the approval of Landlord, which approval shall not be ooreasonably 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 {l 0%) overhead fee. If, without
Landlord's prior written consent, Tenant installs any signs or similar items, or fails to remove any such
item(s) 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 ten11S and conditions of all such Environmental Pennits 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 conunon law,
or any regulation, ordinance, code, plan, order, pennit, grant, franchise, concession, restriction or
agreement issued, entered, promulgated or approved theretmder, 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 transp01t, 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 items and materials, including but not limited to evidentiary items such as contraband and fireanns, for the ordinary and usual conduct of Tenant's business as provided in Section 1.7 in the Summary and general office supplies, such as copier toner, liquid paper, glue, ink and
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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 obstrnctions.
6.Payments and Notjces.
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 confinning 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
Smm11ary, 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 confirn1ed 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.Brnkers.
Each party represents and warrants to the other, that, to its lruowledge, no broker, agent or finder negotiated
or was instrumental in negotiating or consummating this Lease on its behalf, or (b) is or might be entitled
to a c01mnission 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 1mdisclosed 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; lialdiug 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 termi nated as a result thereof pursuant to
Section 17), with all of Tenant's personal property (and those items, if any, oflmprovements 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 8.3 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 ofTenant'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), bu t 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.
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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.
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.lam,.
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 termination 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; 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 Proposi tion 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 temiinates 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 Tem1.
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 thi1ty (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.
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10.Renajrs.
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), 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 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 natme, 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 strnctural 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 foils to perform Tenant's obligations under Section IO.I 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.
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
including the Tenant Improvements 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 C01mnencement 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.AJteratjons.
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.l(a) above), Tenant shall: (i) enter into an agreement for the perfo1mance of suchTenant Changes with licensed and bondable contractors and subcontractors selected by Tenant
DA Office Lerise Rl6 (Fim1l).Oocx G
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 pai1 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, mies 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 tern1inatio11 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. L.i,tm.
Tenant shall not pennit any mechanic's, materialmen's or other liens to be filed against all or any part of
the Premises, nor against Tenant's leasehold interest in the Premises, by reason of or in co1111ection 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,
inunediately cause such lien to be released of record or bonded so that it no longer affects title to
the Premises. If Tenant fails to cause such lien to be so released or bonded within twenty (20) days after
DA Office tense Rl6 (Fiunl).Docx 7
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 "Tran sf er"), 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
constmed to include a prohibition against any assi gnment 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 withl10ld 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 assi gnee 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, assi gnment 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.l.
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 infonnation
(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; 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 instrun1ent 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 sub lessee 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 perfonn all
other obligations to be perforn1ed 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
DA Office Lease Rl6 (Finnl).Docx 8
after the execution and delivery of any 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 consmmnated), 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 rein1bursement 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), Su�ject to Tenant
approved entry requirement set forth above and in Section 5.3.l, 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, 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 e�joyment or any
eviction of Tenant, and, su�ject 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 Commencement 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, furnished to or attributable to the Premises. Subject to Section 17 herein,
Landlord shall not be liable for any failure or interruption for any reason of any utility service being
furnished to the Premises; provided, however, in the event that all of the following have occurred:
(a)there is a material interruption in an essential utility service to the Premises; (b) the interruption is a
direct result of the negligence or willful misconduct of Landlord or Landlord's employees or agents;
(c)Tenant has given Landlord written notice of the interruption and a reasonable opportunity to restore
utility service; and (d) the interruption materially, adversely interferes with Tenant's use and occupancy
of the Premises such that Tenant cannot reasonably conduct business upon the Premises notwithstanding
its commercially reasonable efforts to mitigate such interruption., , then in such case there shall be an
equitable abatement of Monthly Rent based upon the length of time duri ng which such interruption
continues, and the portion of the Premises which becomes unusable as a result of such interruption.
16.Mutual Tndemnjficatjon.
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 comt costs (collectively,
"Indemnified Claims"), arising or resulting from (a) any occurrence at the Premises following the
DA Office Lease RIG (Fiiml).Docx 9
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 done, pennitted 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 terms 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, which approval shall not be unreasonably withheld.
16.1 Survival; No Release oflnsurers. 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 prope11y.
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) insmance proceeds sufficient to restore the Premises as required above m·e 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 thi11y (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 destmction 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
DA Office Le/\se RI 6 (Fim1l).Docx 10
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 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 tenn 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 ofremoval 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 talcing 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 tennination by giving Tenant
written notice within ten (10) business days following Landlord's receipt of such termination notice from
Ten ant 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
conunences or causes to be c01mnenced any work of any type in or on any portion of the Premises, and
continuing thereafter until the expiration of the Tem1, Ten ant 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 fonn 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) peroccurrence 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 mut ually 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
DA Offic� Le;,se Rl 6 (Filml).Docx 11
for which claims for death or bodily injury could be asserted against Landlord, Tenant or the
Premises.
(d)Any other form or fonns of insurance as Tenant or Landlord or the mortgagees of Landlord
may reasonably require from time to time, in f01m, amounts and for insurance risks against
which a pmdent 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 Regujrements. 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. l(a) and 20. l(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 infonned in writing, as additional
insureds with respect to the insurance described in Section 19.l(b) above, and as loss-payees and
additional nan1ed 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 tennination
thereof; (h) contain a cross liability or severability of interest endorsement with respect to the insurance
described in Section 19.l(b) above; (i) be in amounts sufficient at all times to satisfy any coinsurance
requirements thereof; and (i) 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.l 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 hannless 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
tenninate 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. Except for Tenant's pemutted use as
provided in Section 1.7 in Summary, if Tenant's occupancy or conduct of its business in or on the
Pre1nises 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 except for Tenant's permitted use as provided in
Section 1.7 in Summmy, 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 21.1 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 (aka 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
DA Office Lense Rl6 (Fi.unl).Docx 12
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. 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 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 Suhroe;ation.
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
intermption 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 ofTenant'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 su�ject 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:
DA Office Lease Rl6 (Fiunl).Docx 13
(a)the worth at the time of award of any unpaid Rent which had been earned at the time of such
termination; plus
(b)the worth at the time of the award of the amount by which the unpaid Rent which would have
been earned after tennination until the time of award exceeds the amount of such rental loss that
Tenant proves could have been reasonably avoided; plus
(c)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
refurb ishment, 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 2 l .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 abandomnent 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 perfonned 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 perfo1m 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 loandocuments encumbering the Premises. Accordingly, if any installment of Rent or any other amountpayable by Tenant hereunder is not received by Landlord by the due date thereof, Tenant shall pay to
DA Office Lease Rl6 (Fi.nril}.Docx 14
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 mo1tgagees 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 ancl 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 constmed 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. l O 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
tennination 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. Fmther, 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 contrmy 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 li1nited to, Landlord's rights under California Civil Code Section 1951.4, as
more particularly provided above.
22.Laodlord's Defau)t.
Landlord shall not be in default in the performance of any obligation required to be perfonned by Landlord
under this Lease unless Landlord has failed to perform such obligation within thi1ty (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 slrnll 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 tenninate 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.
DA Office Le;ise Rl6 (Finnl).Docx 15
23.Comnljance with all Laws and Prevailing Wages.
Landlord agrees to indemnify, defend (upon written request of Tenant) and hold harmless 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.Suhordinatjon.
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 e11joyment 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 confim1 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. Su�ject to the foregoing, Tenant covenants and agrees to
execute and deliver to Landlord within ten ( I 0) 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 attorn. Should Tenant fail to sign and return any such documents within said ten ( l 0) 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 3 3 below, then any such mortgage or deed of trust shall be released
and reconveyed prior to or concurrent with the Close of Escrow.
25.Estonnel 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 ce11ificate, in a form substantially similar to the form
of Exhibit "E" 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 "E" 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 indem11ify, protect,
DA Office Lensc Rl6 (Fi.tml).Docx 16
defend (with counsel 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.MocJjftcatioo and Cure Rights of LandJonl's Mortgagees 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 trnst 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 an y 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 Enioyweut.
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
here1mder), 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 including the Option to Purchase,
without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation
on Landlord's pmt of any of the terms and conditions of this Lease.
29.Liwitatjon on Lan!)Jocd's Liabi!itx-
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 an y
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 achial 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. The
provisions of this Section 29 shall not preclude an action for specific perfonnance by Tenant to enforce
the Purchase Option contained in this Lease.
30.Misccnaneous.
30.1 Governing Law. This Lease shall be governed by, and constrned 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
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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,
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.
3 I .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 Telecom munications Equipment.
At any time during the Lease Tenn, subject to the terms, covenants and conditions of this Section 32 and
suqject 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 "Teleco mmunications 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 detennine 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
Teleconmrnnications Equipment is not problematic. In the event Tenant elects to exercise its right to install
the Teleconmrnnication 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 Teleconmrnnications 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 Teleco1mnunications 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.
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 tem1s set forth herein by delivering written notice to Landlord of such exercise (the
"Purchase Option Notice") at any time between the 108 tl1 and I 20th full months of the Lease Tenn
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 $18,000,000 ("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:
DA om« Lease Rl6 (Fiunl).Docx 20
(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 tem1s 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, perfonning 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 com1ection 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 contra1y in this Section 33.2, Tenant
shall not perfom1 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 conunercial general liability insurance policies to cover
Tenant's and 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 conunercial liability insurance policy as set forth in Section 19 herein.
DA Office Lease Rl6 (Fin.il).Doc:x 21
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, conctmently 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 tem1s and
provisions set forth in this Section 33. Option to Purchase, as applicable, and any other provisions
reasonably approved by the parties.
33.4 Closing Date. The close of Escrow shall occur six (6) months after Landlord's receipt of the
Purchase Option Notice but in no event earlier than the first business day following the expiration of the
120th full month of the Lease Tenn ("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
aclmowledged 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 Fonn 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 lmown and shall be based 011 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.
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, pennits and other documents pertaining to the Premises.
34.Rccordation of Memorandum of Lease.
Tenant and Landlord agree to execute a Memorandum of this Lease in the form of Exhibit "G", with
legal description shown as Attachment "A" thereto, which is attached hereto and incorporated herein by this reference, no later than 45 days following the Effective Date. Tenant's Director of Internal
DA Office Lense R16 (Fiunl).Docx 22
Services/Chieflnformation Officer, or his/her designee, shall be authorized to execute the Memorandwn
of this Lease for Tenant. Tenant shall be authorized to record the execut�d 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.Landlord's Work.
Landlord will construct, on a turn-key basis, the tenant improvements in the Building in accordance with
plans and specifications previously agreed to by Landlord and Tenant ("Tenant Improvements") which
plans are attached to this Lease as Exhibit "H". Said Tenant Improvements shall be completed in
accordance with the plans and specifications and to the reasonable satisfaction of Tenant. Landlord and
Tenant will fully and reasonably cooperate with each other to cause the Tenant Improvements to be
completed in accordance with the mutually approved constructions schedule.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
D.-\ Office Lease RI 6 (Final}.Docx 23
IN WITNESS WHEREOF , the parties have executed this Lease as of the day and year first above
written.
"LANDLORD":
0
Dated Mp, , 2019
"TENANT"
Dated: 'l -q 2019 ---~----~
DA Offi ce Lease Rl6 (Final).Docx
RIVER PARK PROPERTIES II,
a California limited partnership
B y: Lance -Kashian &
Company , a California
corporation , general
pM ~
By:J{lcJl.~~
Name : Edward M. Kashian
Title : ChiefExecutive Officer
COUNTY OF FRES 0 ,
By:_2-z __ ~_~__,,,,,_=-_:)-
Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E . Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By: Su~ &sbo-p
Deputy
24
DA Office Lease Rl6 (Fi.iml}.Docx
To: County of
Fresno Date: To Be
Determined
EXHIBIT "C"
NOTICE OF LEASE TERM DATES
Re: Lease dated ______ , 2019, between River Park Properties II, 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:
l. That on the date of 201_ (Cmmnencement 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 70,495 total rentable square feet. Tenant's
percentage of the Building is I 00%.
2.That under the provisions of the subject Lease, the Lease Expiration Date is _____ _
201_, 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 suqject Lease. All Rent checks should be payable to:
River Park Properties II
265 E. River Park Circle, Suite
150 Fresno, CA 93711
AGREED AND ACCEPTED:
LANDLORD:
RIVER PARK PROPERTIES II,
a California limited partnership
By: __________ _
Title: ___________ _
Address: 265 E River Park Circle, Suite 150
Fresno, CA 93711
Phone: (559) 438-4800
Date of execution: _____ _
TENANT:
COUNTY OF FRESNO
By:
Robert W. Bash, Director of
Internal Services/Chief
Infomrntion Officer
Address: 333 W. Pontiac
Clovis, California 93612
Phone: (559) 600-6200
Date of execution: _____ _
SAMPLE ONLY [NOT FOR EXECUTION]
DA Office Lease RIG (Finnl).Docx EXHIBIT "C"
EXHIBIT "D"
ENVIRONMENTAL REPORTS
•Phase I Environmental Site Assessment prepared by Technicon Engineering Services, dated
Febmary 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, 2014.
(Inc ludes January 14, 2014/January 14, 2013 Pre-Renovation Asbestos Survey Reports).
•Final Asbestos Air Clearance Report by Bovee Environmental Management, dated
September 19, 2014.
•Final Asbestos Air Clearance Report by Bovee Environmental Management, dated April 24,
2015.
DA Office Lease RI 6 (Fiunl).Docx EXHIBIT "D"
EXHIBIT "E"
SAMPLE FORM OF TENANT ESTOPPEL CERTI FICATE
The undersi gned ("Tenant") hereby ce11ifies to __________ ("Landlord"), and
___________ _, as follows:
1.Attached hereto 1s 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
banlm1ptcy 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.
DA Oflict! Lease Rl6 (Fiu.\l).Docx EXHIBIT "E"
1
EXHIBIT "F"
SELF-DEALING 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 co,poration 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 fom1.
INSTRUCTIONS
( l) 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 1s 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:
DA Onice Lcnse Rl6 {Finitl).Docx
County of Fresno
Attn: Lease Services (L-323)
Internal Services Deparhnent
333 Pontiac Way Clovis, CA 93612
EXHIBIT "F" 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
(5)Authorized Signature
Signature:
DA Oniel! lensc Rl6 (Finnl).Docx
I Date:
EXHIBIT "F"
2
I
EXHIBIT "G"
MEMORANDUM OF LEASE
This MEMORANDUM OF LEASE (the "Memorandum") is made as of _____ , 2019,
by and between RIVER PARK PROPERTIES II, a California limited partnership ("Landlord"), and
COUNTY OF FRESNO, a Political Subdivision of the State ofCalifornia("Tenant").
1.This Memorandum is executed in connection with that certain Single-Tenant Lease
(Triple Net) dated. _____ , 2019 ("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 80,685 total 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 Lease grants to Tenant a one-time Option to Purchase the Real Property and
Building at the 120 th month of the Lease tem1.
6.The terms and conditions of the Lease are incorporated herein by reference. This
Memorandum is prepared for the purpose ofrecordation and in no way modifies the terms and conditions
of the Lease. If there is any inconsistency between the tern1s 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":
"TENANT"
DA Oflict! Lease Rl6 (FinAl).Docx
RIVER PARK PROPERTIES II,
a California limited partnership
By: Lance-Kashian &
Company, a California
corporation, general
partner
By:
Name: Edward M. Kashian
Title: Chief Executive Officer
COUNTY OF FRESNO,
a Political Subdivision of the State of California
By:
Name:
Title:
[Signatures must be acknowledged by a notary
Notary acknov...tedgements on the follov.·ing page]
EXHIBIT "G"
I
Exhibit “H”
On File with Each of the Parties