HomeMy WebLinkAboutAgreement A-24-070 Lease Agreement with SCCCD.pdf Agreement No. 24-070
AGREEMENT TO LEASE REAL PROPERTY FACILITIES
("Agreement")
S a "Property": (State Center Community College District Office
man 1171 Fulton Street
Fresno, CA 93721
COVER
LESSOR
State Center Community College District 1("Lessor" or L Check here and list below payee and/or
"Landlord") remittance address if different from that
Attn: Christine Miktarian, Vice Chancellor, Operations stated to the left.
1171 Fulton Street
(Fresno, CA 93721
Phone: (559) 243-7182
Email: christine.miktarian@scccd.edu
LESSEE
County of Fresno ("Lessee" or"Tenant") ADDRESS FOR INVOICE TO LESSEE: All
Attn: (County of Fresno invoices to Lessee shall be addressed to the
Dept: Director of Internal Services/ Chief attention of Department of Public Health, DPH
Information Officer Business Office - Accounts Payable, County of
R33 W. Pontiac Way Fresno, 1221 Fulton Street, Fresno, CA 93721
Clovis, CA 93612
Phone: 559-600-6200
Email:dphboap@fresnocountyca.gov
LEASE TERM (see § 3.1) LEASE TERMINATION (see § 3.2)
"Effective Date": February 6, 2024 Ground for Termination (mark one):
"Termination Date": August 30, 2024 With cause only
"Six Month Renewal Option": Available by mutual IX With or without cause
written agreement.) "Notice Period": At least I90 days I before the
effective date of termination of this Agreement
DESCRIPTION OF SPACE.
1. LEASED SPACE. Lessor shall lease to Lessee, and Lessee shall lease from Lessor and have the right to
use, the following "Leased Space" in accordance with the terms and conditions of this Agreement:
Floors nine as shown in Exhibit B.
Floor 9—6,720 square feet
Total Leased Space 6,720 square feet
2. COMMON SPACE. Lessee shall have the right to use the following "Common Space"(leave blank if
none): On a shared basis with Lessor, the first floor lobby for purposes of entering and exiting the building
only, first floor hallways and interior paths of travel to and from the Leased Space, elevators, and
stairwells. Unless specifically included in the Lease, the Lessee and its employees, agents,
representatives, contractors, invitees and guests will not have access to and will not use any other
facilities or areas of the building. The Lessee and its employees, agents, representatives, contractors,
invitees and guests will not have access to and will not use the District's parking structure (unless the
Lessee employee contracts for parking space with Lessor), the basement, or gym.
3. THE PREMISES. The Leased Space, the Common Space, and the areas in and around the building
located at 1171 Fulton Street are collectively referred to as the "Premises.'
LEASE AMOUNT AND PAYMENT(see Art. 2)
1. LEASE AMOUNT. Lessee shall pay the following "Lease Amount" to Lessor as full consideration and
compensation for Lessee's lease and use of the Leased Property and use of the Common Space (if any):
$1.65 per square foot per month for a monthly Lease Amount of$11,088.00.
2. PAYMENT SCHEDULE. Lessee shall pay the Lease Amount to Lessor in accordance with the following
"Payment Schedule" and Section 2.2: The first rent payment is due on or before the Effective Date of
this Agreement, and will be prorated if the Effective Date of this Agreement is not the first day of the
month. After the first rent payment, rent is due in advance by the first day of each month in the amount of
$11,088.00, upon receipt of invoice from Lessor.
3. SUSPENSION OF PAYMENT OF LEASE AMOUNT— LEASED SPACE UNSUITABLE OR
UNAVAILABLE FOR LESSEE'S USE. If the Leased Space shall become unsuitable or unavailable for
use by Lessee for the purposes intended under this Agreement due to a Force Majeure or due to
damages, destruction, or other conditions caused by Lessor, Lessee's obligations to pay the Lease
Amount to Lessor shall be as follows:
In the event of a partial destruction of the Leased Space during the Lease Term, Landlord shall repair the
Leased Space. A partial destruction shall not affect this Lease, except that Tenant shall be entitled to a
daily pro rata reduction of rent based on the amount of space that has been destroyed while such repairs
are being made to extent to that the destruction or the making of such repairs interferes with the business
carried on by Tenant. The pro rata rental reduction will not exceed the rental rate. If Landlord is unable to
make the repairs within ninety(90) days of destruction, this Lease may be terminated by notice in writing
by either party. A total destruction of the Leased Space shall automatically terminate this Lease.
TERMS AND CONDITIONS GOVERNING USE OF LEASED SPACE AND COMMON SPACE
1. OWNERSHIP, TITLE, AND LIENS. Lessor represents that it owns and has title to the Premises. Such
ownership and title shall remain in Lessor at all times during the Lease Term..I As used in this
Agreement, "Property" means the real property located at the address stated on this Cover, including
the Leased Space, Common Space (if any), and all other portions of the Property.
2. LEASED SPACE. Lessor shall lease to Lessee, and Lessee shall lease from Lessor and use, the Leased
Spaces, as described above, at the Property subject to the following terms and conditions:
2.1 Condition. Lessor provides the Leased Space to Lessee "as is" as of the Effective Date of this
Agreement and Lessee accepts the Leased Space in such condition.
Lessor represents that it is not aware of any defect in or condition of the Leased Space as of the Effective
Date that would prevent use of the Leased Space for Lessee's purposes as stated in this Agreement.
Lessee acknowledges that the building is currently under construction, including but not limited to the first
floor. Lessee will not interfere with the construction work.
Lessee represents and warrants that Lessee has made a thorough and complete inspection of the
Premises including the Leased Space and Common Areas and all improvements and equipment located
thereon, with an opportunity to use qualified consultants and experts of its own choosing, and the
Premises including the Leased Space and Common Areas and all improvements and equipment located
thereon are in good and sanitary order, repair, and condition. Lessee hereby accepts the Lease Space
and Common Areas in their present condition.
The Parties agree that Civil Code section 1938 does not apply to the Leased Space. Tenant is accepting
the Leased Space "as is." Tenant is responsible at Tenant's expense for providing accommodations for
its employees, agents, representatives, contractors, guests, or invitees under the Americans with
Disabilities Act and related state laws.
2.2 Permitted Use. Lessee shall use the Leased Space for the following purposes:(General office use by
Lessee employees, independent contractors, and invitees. Lessee will ensure that its employees,
independent contractors, and invitees do not interfere with Lessor's use of the Premises. Lessee shall not
commit, or suffer to be committed, any waste upon the Premises, or any nuisance or other act or thing
that may disturb the quiet enjoyment of Lessor or any other tenant in the Premises.
2.3 No smoking; no firearms; no animals; no hazardous substances. The entire Premises are drug and
tobacco free zones; Lessee and its employees, agents, representatives, contractors, guests and invitees
are prohibited from using any drugs or tobacco products on the Premises. Except as authorized by law,
the Premises are weapons and firearm free zones. Except as required by law, animals are not permitted
on the Premises. Tenant shall not bring any hazardous materials onto the Premises.
2.4 Removal from Premises. At Landlord's request, Tenant shall immediately remove any of Tennant's
employees, agents, representatives, contractors, invitees, or guests from the Premises when Landlord
determines in its discretion that removal is in Landlord's best interests.
2.5 Lessee Access To Leased Space. Lessee shall gain access into the Leased Space through the
following:(Lessor will provide Lessee with access control cards and/or key(s)to allow access to the
Leased Space and Common Space. The Lessee shall be responsible for reimbursing Lessor for the cost
of access control cards and for the cost of programming the access control cards at the rate of$5.00 per
card. Access control cards shall allow access between the hours of 6:00 a.m. and 10:00 p.m. Landlord
will grant Tenant access to the Leased Space to prepare for Tenant's occupation before the Lease
Term begins. Tenant's early access to the Leased Space is subject to all of the terms and
conditions of the Lease Agreement.
2.6 Furnishings, Equipment, and Supplies. (Except for the furniture that is located in the Leased Space
as of the Effective Date (the"Leased Furniture"), Lessor will not provide any furniture, equipment, or
supplies to Lessee. Lessor is not responsible for maintaining, repairing, or replacing the Leased
Furniture. Lessee shall maintain and repair the Leased Furniture at its own expense. Lessee accepts
the Leased Furniture "as-is." Lessor does not make any warranties or representations about the fitness
or suitability of the Leased Furniture. Upon Termination or Expiration of the Lease, Lessee shall return
the Leased Furniture in as good a condition as when it was received. Lessee shall be solely responsible,
at Lessee's cost, to provide any furnishing, equipment, supplies, and any items (collectively"Lessee
Equipment")that Lessee may need to operate in and use the Leased Space. All Lessee Equipment
shall remain Lessee's property.
2.7 Utilities. All costs for electricity, gas, and water, and exterior garbage removal, are included in the
Lease Amount and Lessor shall pay the costs of such utilities.
2.8 Telephone and Internet Connectivity, and Services. Lessee shall provide, and be responsible for
related costs to provide, connectivity and access services necessary to operate landline telephones at
the Leased Space. Lessee is also responsible for obtaining and maintenance of, and all related costs
for, connectivity and access services for Internet. Lessor shall allow Lessee to install microwave internet
radio equipment on the roof of building using non-penetrating mounts for Lessee internet service at a
location on the roof approved by Lessor. Lessee shall be responsible for all costs associated with
installation including but not limited to modifications to the building or its fixtures necessary for the
installation of the microwave internet radio equipment. The Lessee's installation of microwave internet
radio equipment and any other equipment must not interfere with Lessor's equipment and use of the
building. Lessor does not make any warranties or representations regarding Lessee's ability to obtain
and maintain telephone and internet connectivity. Lessee shall, at Lessee's expense, remove all
telecommunications equipment including but not limited to microwave radio equipment upon the
expiration or termination of this Lease. Lessee shall return the Premises to the same condition that
existed before the parties entered into this Lease.
2.9 Maintenance. Landlord shall, at Landlord's sole cost and expense, maintain the landscaping, roof,
electrical, HVAC, sidewalks, and exterior of the Premises in good condition and repair. In addition,
Landlord shall be responsible for major structural maintenance including but not limited to roof
replacement, major utility systems, and exterior painting. Landlord shall be responsible for painting the
interior walls where repair is needed due to leakage or structural defect. Tenant shall, at Tenant's sole
cost and expense, provide routine maintenance to the interior of the Leased Premises. Maintenance
does not include work to repair, replace, or restore any loss, damage, or destruction to the Leased
Space. Maintenance does not include janitorial and cleaning services. Lessee shall, at its expense, be
responsible for arranging janitorial and cleaning services in the Leased Space. Lessee shall deposit
trash collected in the Leased Space in receptacles outside of the building provided by Lessor.
2.10 Improvement and Alteration. Lessee shall not make any improvement or alteration of any part of
the Leased Space without first obtaining Lessor's written approval.
2.11 Repair and Restoration of the Premises. (Where there is any damage, loss, or destruction to the
Premises, the following shall apply: (A) if both Parties or theirs employees, agents, representatives,
contractors, invitees, or guests caused the loss, destruction, or damage, Lessor shall perform or obtain
the performance of the work required to repair, replace, or restore the Premises and each Party shall pay
the associated costs in proportion to its liability; (B) if Lessee or its employees, agents, representatives,
contractors invitees, or guests solely caused the loss, destruction, or damage to the Premises, Lessor
shall perform or obtain the performance of the work required to repair, replace, or restore the Premises
and Lessee shall pay or reimburse Lessor for the associated costs; or(C) if the loss, destruction, or
damage to the Premises is caused entirely by Lessor or a third party who is not an employee, agent,
representative, contractor, invitee, or guest of Lessee, Lessor is responsible for repairing, replacing, or
restoring the Leased Space at Lessor's expense. Before any work is performed to repair, replace, or
restore the Premises, Lessor shall provide Lessee with written notice, stating at a minimum, the
particular work to be performed and a cost breakdown for such work, and the date(s)on which such work
will be performed. If Lessee has any objections thereto, Lessee shall notify Lessor in writing within 15
days of Lessee's receipt of Lessor's notice. Any dispute between the Parties relating to the work shall be
resolved in accordance with Article 6 of this Agreement.
2.12 Lessor Access and Inspection. (Lessor may enter the Leased Space to inspect or repair, alter, or
improve the Leased Space. Except in an emergency involving an imminent threat to the health or safety
of people or damage to property, Lessor shall provide Lessee with reasonable notice, but in no case less
than two business days, before the day that Lessor enters the Leased Space.
2.13 Other Terms and Conditions(leave bank if none): Lessee, at Lessee's expense, will provide security
escort services for Lessee's employees between the hours of 4:00 PM and 6:00 PM and incorporate the
Property into normal hourly security patrols, Monday through Friday between the hours of 6:45 AM and
4:30 PM. In addition to custodial services mentioned in 2.7, Lessee shall provide custodial services in
the first floor lobby. Lessee acknowledges that Lessor has no obligation to provide any guard service or
other security measures to the Premises, and Lessee assumes all responsibility for the protection of
Tenant, Tenant's agents, employees, contractors, invitees, and guests, and the property of Tenant and
of Tenant's agents, employees, contractors, invitees, guests, and customers from acts of third parties.
3. COMMON SPACE (leave blank if no Common Space is made available to Lessee under this Agreement).
13.1 Use. Lessee shall have the right to use the Common Space described above.
3.2 Terms and Conditions Governing Use. All use of the Common Space by Lessee shall be related to
and in support of the operation and purposes stated in this Agreement. Except as authorized by
Lessor's staff, Lessee, after each use of any Common Space, shall: (A) leave each Common
Space in the same condition as Lessee found it, except for normal wear and tear; and (B) remove
any equipment, materials, and other personal property that Lessee brings into or places in the
Common Space.
3.3 Other Terms and Conditions(leave blank if none):
4. COOPERATION AND COORDINATION.
4.1 Additional Issues. The Parties have done their best to negotiate and anticipate issues relating to
the Leased Space and Common Space (if any is available to Lessee under this Agreement).
However, issues may arise that are not addressed in this Agreement. If such issues arise, the
Parties shall cooperate to resolve them in accordance with the dispute resolution process set forth
in Article 6.
4.2 Scheduling. The Parties shall cooperate and coordinate the scheduling of events and activities that
each intends to hold at the Property to avoid scheduling conflicts or having multiple events or
activities occur at the same time on the Property that may conflict or interfere with each other. In
addition, the Parties shall cooperate and coordinate to resolve issues and concerns that may arise
during the Lease Term relating to Lessee's occupation and use of the Leased Space and Common
Space (if any is available to Lessee under this Agreement).
5. GENERAL TERMS AND CONDITIONS. The General Terms and Conditions attached hereto as Exhibit A
are incorporated into this Agreement.
REQUIRED DOCUMENTS. Each document below ("Required Document") shall be provided to the other
Party in accordance with the following:
1. Each Party shall maintain insurance in accordance with Section 4.1 and provide written proof thereof to
the other Party upon the other Party's request.
2. At Lessee's request, Lessor shall provide to Lessee the following documents, as applicable, Taxpayer
Identification Number Request(W-9), other applicable Franchise Tax Board forms, and other documents
that Lessee may require to process payment to Lessor.
In consideration of the covenants, conditions, and promises in and for good and valuable consideration and the
mutual benefits to be derived from this Agreement, Lessor and Lessee, separately referred to as a "Party" and
collectively as the "Parties," hereby enter into this Agreement. Unless the context requires otherwise, any
reference to a Party in this Agreement shall mean the Party and, as applicable, its governing body, officers,
employees, agents, and invitees and, if Lessor is a school district or other educational institution, includes
Lessor's students. Each person executing this Agreement on behalf of a Party represents that he/she is
authorized to execute on behalf of and to bind the Party to this Agreement.
LESSOR LESSEE
zigL-e — _D
B Christine Wktarian(Jan 22,202416:50 PST) B
Y� Y:
Print Name: Phristine Miktarian Nathan Magsig
Title: Vice Chancellor, Operations Chairman of the Board of Supervisors of
State Center Community College District the County of Fresno
NOTE — ELECTRONIC SIGNATURE: While Lessee will accept digital signatures on contracts and
amendments, they must be validated by a reliable Certificate Authority, and if a digital signature is used to
execute any such document, the signature page thereof must be provided to Lessee in the electronic format it
was signed in.
Attest:
Bernice E. Siedel
Clerk of the Board of Supervisors
County of Fresno, State of California
By: tle
Deputy
FOR ACCOUNTING USE ONLY:
Org: 56201508
Account: 7340
Fund: 0001
Subclass: 10000
Exhibit A
GENERAL TERMS AND CONDITIONS
These General Terms and Conditions contain the following Articles:
Article 1 Scope of Lease and Obligations
Article 2 Payment
Article 3 Term and Termination of Agreement
Article 4 Insurance
Article 5 Indemnity
Article 6 Dispute Resolution
Article 7 General Provisions
Terms with initial capital letter shall have the respective meanings set forth in this Agreement.
ARTICLE 1 SCOPE OF LEASE AND OBLIGATIONS.
SECTION 1.1 PURPOSE. By this Agreement, the Parties desire to set forth the terms and conditions upon
which Lessor shall lease to Lessee, and Lessee shall compensate Lessor for, the lease and use of the Leased
Space and use of the Common Space (if any is made available to Lessee under this Agreement).
SECTION 1.2 APPLICABLE LAWS AND COMPLIANCE THEREWITH. Each Party shall comply with all laws
applicable to its performance of this Agreement, and all laws for which each Party agreed to comply under this
Agreement. Each provision of law required to be inserted in or that applies to this Agreement is deemed inserted
herein; however, if any conflict or inconsistency exists between a provision in this Agreement and a provision in
an applicable law, the provision in this Agreement shall govern except where the provision in this Agreement is
specifically prohibited or deemed void by the applicable law(s) in which case the provision in the applicable law
shall govern.
SECTION 1.3 REQUIRED DOCUMENTS. Each Party shall provide to the other Party each Required
Document in accordance with the Cover, each of which is incorporated by reference into and constitutes a part
of this Agreement. If any Required Document becomes incorrect or inapplicable or expires during the Contract
Term, the Party that provided the Required Document shall promptly notify in writing and/or submit to the other
Party the corrected, updated, or effective Required Document.
ARTICLE 2 PAYMENT.
SECTION 2.1 LEASE AMOUNT. As full consideration and compensation for Lessee's lease and use of the
Leased Space, use of the Common Area (if any is made available to Lessee under this Agreement), and other
rights under this Agreement, Lessee shall pay Lessor the Lease Amount stated on the Cover. If Lessee is
required to make other payments to Lessor under this Agreement and the Parties have not agreed otherwise,
Lessee shall make such payments at the same time as the Lease Amount.
SECTION 2.2 INVOICE, ADDITIONAL INFORMATION, AND PAYMENT. Lessor shall submit an invoice to
Lessee at Lessee's address for invoice stated on the Cover, before Lessor may receive any payment of the
Lease Amount. Lessee shall pay the Lease Amount to Lessor in accordance with the Payment Schedule stated
on the Cover. If Lessor seeks payment of costs for any work to repair, replace, or restore the Premises, Lessor
shall submit an itemized invoice stating, at a minimum, the particular work that was done and a cost breakdown
for such work, and the date(s) on which such work was done and attaching supporting documentation to Lessee
at the address for invoice stated on the Cover. Upon receiving an invoice for any work to repair or restore the
Premises and if Lessee objects to it and/or reasonably requires additional information and/or documentation,
Lessee shall notify Lessor and Lessor will comply with reasonable requests for additional information.
ARTICLE 3 TERM AND TERMINATION OF AGREEMENT.
SECTION 3.1 LEASE TERM. This Agreement is effective on the Effective Date and continues in full force and
effect thereafter until and including the Termination Date and any extension thereto ("Lease Term"), and,
unless terminated during the Lease Term in accordance with Section 3.2 below, shall terminate at 12:00
midnight on the last day of the Lease Term without any notice or action by either Party. Any extension of the
Lease Term shall be set forth in an amendment executed by the Parties.
SECTION 3.2 TERMINATION DURING LEASE TERM. During the Lease Term, this Agreement may only be
terminated pursuant to one or more of the following:
3.2.1 CAUSE/WITHOUT CAUSE. A Party may terminate this Agreement as marked on the Cover: (A)With or
Without Cause - A Party, with or without cause, may terminate this Agreement by giving the other Party
written notice for the Notice Period stated on the Cover; (B) With Cause - A Party may terminate this
Agreement only upon the other Party's material breach of one or more provisions of this Agreement and
after the non-breaching Party has given the breaching Party written notice for the Notice Period stated
on the Cover and an opportunity for the breaching Party to cure the material breach within 15 days of
the non-breaching Party's notice of material breach and any extension as may be agreed upon by the
Parties; upon expiration of the cure period and if the breaching Party has not cured the material breach,
this Agreement shall terminate effective at 12:00 midnight on the last day of the cure period without any
further notice or action.
3.2.2 Default by Lessee. If Lessee defaults in the payment of rent or the payment of any monetary amount
required by this Lease (collectively, a "Monetary Default") and such Monetary Default continues for a
period of thirty (30) days after written notice has been given by Lessor to Lessee specifying the
Monetary Default; or Lessee defaults in the performance of any other non-monetary agreement or
condition required by this Lease to be performed by Lessee (collectively, a "Non-Monetary Default"),
and such Non-Monetary Default continues for a period of thirty (30) days after written notice has been
given by Lessor to Lessee specifying the Non-Monetary Default, unless the Non-Monetary Default, by
necessity, will require more than thirty(30) days to cure and Lessee has commenced actions necessary
to cure that Non-Monetary Default within said thirty (30) day period and is diligently pursuing the same
to completion; or any proceedings are filed or action taken by or against Lessee to declare Lessee
bankrupt or to appoint a receiver or trustee for Lessee or to reorganize Lessee or to make an
assignment for the benefit of the creditors of Lessee or to do any other act of similar mature or purpose
under any state or federal bankruptcy or insolvency laws, and if such proceedings or actions shall not
have been discharged within ninety (90) days thereafter, then, in the event of any of the above events;
Lessor may declare a breach of this Lease by written notice to Lessee, and exercise any one or more of
the rights available to a Lessor under the laws of the State of California, including without limitation, the
right:
A. to terminate this Lease immediately and without further notice to Lessee, and recover(i)the worth of the
unpaid rent which has been earned at the time of termination; and (ii) any other reasonable monetary
amount necessary to compensate Lessor for all the detriment suffered by Lessor which was proximately
caused by Lessee default under this Lease, including all costs of litigation and attorney's fees incurred
by Lessor.
B. to continue this Lease in full force and effect, including Lessor's right to collect rent as it becomes due;
provided, Lessor may, at Lessor's option, take any action necessary or appropriate including entering
upon the Leased Premises to cure default of this Lease, in which event the reasonable costs incurred
by Lessor to effect such cure, including attorney's fees, shall become due and payable by Lessee,
including interest at ten percent (10%)annum, calculated from the date of payment due Lessor to date
of repayment by Lessee shall be due and payable upon written notice from Lessor to Lessor.
C. to seek such equitable or other relief as may be available to Lessor by law.
3.2.4 CONDEMNATION. If any action or proceeding is commenced for the condemnation or exercise of the
rights of eminent domain of the Property or any portion thereof or if Lessor is notified by any
condemning authority of the intent to commence such action or proceeding ("Condemnation") and if
such Condemnation would materially and adversely affect Lessee's use of the Leased Space for the
purposes intended under this Agreement or reduce or eliminate access to the Leased Property, Lessee,
effective on the date stated in Lessee's written notice of termination to Lessor, may terminate this
Agreement. Lessor shall notify Lessee of any notice of Condemnation of all or any portion of the
Property within 10 days after Lessor's receipt of such notice.
SECTION 3.3 RIGHTS AND OBLIGATIONS UPON TERMINATION. Upon termination of this Agreement and
unless stated otherwise in this Agreement or agreed to by the Parties in writing, the following shall apply and
survive the termination of this Agreement:
3.3.1 PAYMENT BY LESSEE. Within 30 days of the effective date of termination of this Agreement, Lessee
shall pay Lessor the following: (A) the Lease Amount that is due to Lessor as of the effective date of
termination of this Agreement, prorated to include only the period during the Lease Term that has
elapsed as of the effective termination date of this Agreement; and (B) Lessee's liability for any costs for
work to repair, replace, or restore the Leased Space or other portions of the Premises, to have
sustained damage, loss, or destruction caused by Lessee or any of its employees, agents,
representatives, contractors, guests, or invitees .
3.3.3 VACATION AND SURRENDER OF LEASED SPACE. Upon termination or expiration of this Agreement,
Lessee shall vacate and surrender the Leased Space and remove all of Lessee's furniture, equipment,
supplies, fixtures, and improvements. The Lessee will return the Leased Space in as good order and
condition as when received, except for reasonable use and wear and tear. If Lessee requests additional
time to remove its furniture, equipment, supplies, fixtures, and improvements, Lessor will grant Lessee a
reasonable amount of time and will charge Lessee pro-rated rent for that period of time.
SECTION 3.4 FORCE MAJEURE. A Party is not liable for failing or delaying performance of this Agreement
due to events that are beyond the Party's reasonable control and occurring without its fault or negligence, for
example, acts of God such as tornadoes, lightning, earthquakes, hurricanes, floods, or other natural disasters
(collectively "Force Majeure"), provided that the Party has promptly notified the other Party in writing of the
occurrence of the Force Majeure.
ARTICLE 4 INSURANCE. Lessee and Lessor are each permissibly self-insured public educational agencies.
A. GENERAL LIABILITY. Each Party shall maintain, at each Party's own cost and expense, property and
liability coverage equivalent in scope to Insurance Services Office (ISO)form number CG 00 01 11 85 or CG 00
01 10 93, in an amount not less than $1,000,000.00 per occurrence and $2,000,000.00 aggregate. Each Party
shall, by operation of this Agreement, provide coverage to the other Party (including the other party's officials,
employees, volunteers, and agents) as an additional insured and loss payee pursuant to each Party's own
property and liability coverage, and hereby so endorses the other Party to its own applicable insurance policy or
memorandum of coverage.
B. WORKERS' COMPENSATION. Each party shall maintain, at each Party's own cost and expense,
workers' compensation insurance as required by the California Labor Code and employer's liability insurance in
an amount of not less than $1,000,000.00 per accident or occupational illness.
Each Party shall, upon the request of the other Party, provide the requesting Party with documentation of the
coverages noted above. Any modification or waiver of the insurance requirements herein shall be made only
with the mutual consent of the Parties, as evinced in a writing concerning same.
SECTION 4.2 PROOF AND NOTICE. Each Party shall provide, upon the other Party's request: (A) a copy of
the insurance policy and/or other evidence of insurance satisfactory to the requesting Party; (B) written notice
within two business days of the occurrence of any of the following: (1) any required insurance is cancelled or
non-renewed, (2) notice from the insurer that the insurer intends to or will cancel or non-renew the insurance,
and/or limit, restrict, or reduce a Party's insurance coverage such that the insurance does not comply with the
requirements in Section 4.1, or (3) any required insurance's policy limits have been reduced below those
required in Section 4.1. A Party's obligation to provide written proof of the insurance required under Section 4.1
shall survive the termination of this Agreement.
ARTICLE 5 INDEMNITY.
Tenant agrees to indemnify, defend, and hold Landlord, and Landlord's trustees, officers, employees, agents,
and contractors harmless from all liability, penalties, losses, damages, costs, expenses, causes of action,
claims, or judgments, including, but not limited to, attorney's fees and costs, arising by reason of any death,
bodily injury, personal injury, or property damage resulting from: (i) any cause occurring in or about or resulting
from an occurrence in or about the Premises during the Term; (ii) act, work, or things done or permitted to be
done or otherwise suffered, or any omission to act, in or about the Premises by Tenant or by any of Tenant's
agents, officers, directors, employees, contractors, licensees, or invitees; (iii) the negligence or willful
misconduct of Tenant or Tenant's agents, employees, invitees, licensees, contractors, and subcontractors,
wherever it occurs; or (iv) an Event of Default by Tenant. The provisions of this section shall survive the
expiration or sooner termination of this Lease. Landlord agrees to indemnify, defend, and hold Tenant, and
Tenant's trustees, officers, employees, agents, and contractors harmless from all liability, penalties, losses,
damages, costs, expenses, causes of action, claims, or judgments, including, but not limited to, attorney's fees
and costs, arising by reason of any death, bodily injury, personal injury, or property damage resulting from
Landlord's negligence or willful misconduct of Landlord's or Landlord's agents, employees, invitees, licensees,
contractors, and subcontractors; or an Event of Default by Landlord. The provisions of this section shall survive
the expiration or sooner termination of this Lease.
Landlord shall not be liable to Tenant, nor shall Tenant be entitled to terminate this Lease or to any
abatement of rent for any damage to Tenant's property or any injury to Tenant or any of Tenant's
employees, agents, or invitees, or loss to Tenant's business arising out of any cause, other than Landlord's
active gross negligence or willful misconduct, including, but not limited to: (i) the failure, interruption, or
installation of any heating, air conditioning, or ventilation equipment; (ii) the failure, interruption, or
installation of any fire sprinklers or alarms; (iii) the loss or interruption of any utility service; (iv) the
failure to furnish or delay in furnishing any utilities or services; (v) the limitation, curtailment, rationing,
or restriction on the use of water or electricity, gas or any other form of utility; (vi) vandalism, malicious
mischief, or forcible entry by unauthorized persons or the criminal act of any person; or (vii) seepage,
flooding, or other penetration of water into any portion of the Premises. The provisions of this section
shall survive the expiration or sooner termination of this Lease.
ARTICLE 6 DISPUTE RESOLUTION.
The Parties will meet and confer in good faith to attempt to resolve any disputes between them arising out of,
resulting from, or relating to this Agreement, including any Claim or Loss for which a Party seeks indemnity and
any dispute relating to this Agreement that arises or occurs after the termination of this Agreement. This article
does not limit the parties' remedies.
ARTICLE 7 GENERAL PROVISIONS.
SECTION 7.1 ENTIRE AGREEMENT, CONFLICT, EXECUTION, AMENDMENT, AND WAIVER. This
Agreement is a complete and exclusive statement of the Parties' agreement under Code of Civil Procedure
section 1856. This Agreement consists of, and any conflict or inconsistency in this Agreement shall be resolved
by giving precedence as follows: Cover, General Terms and Conditions, exhibit or attachment stated in this
Agreement as being a part of this Agreement, and the Required Documents. The Parties may execute this
Agreement and any amendment in counterparts such that each Party's signature is on a separate page. A copy
or an original of this Agreement or an amendment with the Parties' signatures, whether original or transmitted by
electronic means, shall be deemed a fully executed contract. The Parties may amend or waive any provision of
this Agreement only by a writing executed by them.
SECTION 7.2 INTERPRETATION; APPLICABLE LAWS AND TIME ZONE; VENUE; SEVERABILITY; AND
SURVIVAL OF TERMINATION. If there is uncertainty of any language in this Agreement, the Parties agree that
Civil Code section 1654 shall not apply to interpret the uncertainty. The language of this Agreement shall be
interpreted according to its fair meaning and not strictly for or against any Party and under California laws
without giving effect to California's choice of law provisions that may result in the application of the laws of
another jurisdiction. All dates and times stated in this Agreement shall be according to Pacific Time. All causes
of action, actions, lawsuits, and proceedings arising out of, resulting from, or relating to this Agreement shall be
adjudicated in state or federal court in Fresno County, California, provided that neither Party waives any
immunity to suit. If a court of competent jurisdiction holds any provision of this Agreement void, illegal, or
unenforceable, this Agreement shall remain in full force and effect and shall be interpreted as though such
invalidated provision is not a part of this Agreement and the remaining provisions shall be construed to preserve
the Parties' intent in this Agreement. Any provision in this Agreement that by its nature applies after, or is
specifically stated to survive, the termination of this Agreement shall survive the termination of this Agreement.
SECTION 7.3 ASSIGNMENT AND TRANSFER. Each Party shall not assign or transfer any or all of its
obligations and/or rights under this Agreement, including by operation of law or change of control or merger,
without the other Party's prior written consent. Lessee shall not sublet the Leased Space.
SECTION 7.4 NOTICES. Except as may be stated otherwise in this Agreement in which case such provision
shall govern to the extent provided therein, each Party shall give any notices, demands, and all other
communications required or permitted under this Agreement in writing and by one of the following methods to
the other Party at its address and/or email stated on the Cover, delivery to be effective upon receipt thereof by
the other Party: (A) hand delivery; (B) sent by a reputable overnight courier service that tracks the delivery; (C)
sent by certified mail, return receipt requested, postage prepaid; or (D) sent by regular mail and transmitted by
e-mail; and, if to Lessee, a copy of any notice and demand by email to: Legal Services at dphcontracts@fresno-
countyca.gov; and if to Lessor, a copy of any notice and demand by email to teresa.campagna@scccd.edu . A
Party may change its contact person and/or contact information stated on the Cover by notifying the other Party
of the particular change and the effective date thereof in accordance with this Section. The provisions of this
Section shall survive the termination of this Agreement.
Section 7.5. Waiver. Any express or implied waiver of a breach of any term of this Lease shall not constitute a
waiver of any further breach of the same or other term of this Lease; and the acceptance of rent shall not consti-
tute a waiver of any breach of any term of this Lease, except as to the payment of rent accepted.
2024 1171 Fulton Lease County of Fresno
Final Audit Report 2024-01-23
Created: 2024-01-23
By: Kiesha Oliver(kiesha.oliver@scccd.edu)
Status: Signed
Transaction ID: CBJCHBCAABAAbzgw_Gffwgeoy0fT6GjvgR5Vu86dYO4R
"2024 1171 Fulton Lease County of Fresno" History
Document created by Kiesha Oliver(kiesha.oliver@scccd.edu)
2024-01-23-0:10:31 AM GMT-IP address:209.129.240.192
Document emailed to Christine Miktarian (christine.miktarian@scccd.edu)for signature
2024-01-23-0:10:58 AM GMT
Email viewed by Christine Miktarian (christine.miktarian@scccd.edu)
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Document e-signed by Christine Miktarian (christine.miktarian@scccd.edu)
Signature Date:2024-01-23-0:50:09 AM GMT-Time Source:server-IP address:209.129.240.192
® Agreement completed.
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