HomeMy WebLinkAboutHighway City Community Center Lease.pdf LEASE AGREEMENT
THIS LEASE AGREEMENT("Lease")is made this F; day of VgAhrz 2024,
by and between Highway City Community Development, Inc.,a California nonprofit public
benefit corporation("Landlord"), and County of Fresno, a political subdivision of the State of
California("Tenant").Landlord and Tenant may be referred to individually in this Lease as a
"Party"or as"Parties"to the Lease.
I.LEASED PREMISES: Landlord hereby leases to Tenant,and Tenant hereby leases
from Landlord,the following premises, situated in the City of Fresno,County of Fresno, State of
California: approximately 2,028 rentable square feet of improved office space,along with
common parking,at the location commonly known as 4718 N. Polk Avenue("Premises"),part of
a larger 5,567 square foot building,subject to liens, encumbrances,building occupancy, and other
restrictions of record,ordinances and regulations now or hereafter lawfully imposed thereon by
any government or agency thereof or in accordance with the terms of this Lease.The Premises
are described more particularly on the attached Exhibit A,which is incorporated by this reference.
2. TERM: The initial tern("Initial Term")of this Lease shall be thirty-six(36)months,
commencing on October 1,2024.
2.1 OPTION TO RENEW: Upon the expiration of the Initial Term,this Lease shall
automatically renew for two(2)additional, one(1)year periods,unless Tenant provides written
notice of non-renewal to the Landlord at least one hundred eighty(180)days' prior to the date of
expiration. In no event shall this Lease extend beyond five(5)years. The Initial Term plus the
two renewal terms shall collectively be referred to in this Lease as the"Term."
3. RENT/OPERATING COSTS: Tenant shall pay zero dollars($0)to Landlord for
monthly rent. Tenant shall pay to Landlord Tenant's pro-rata share of operating costs("Operating
Costs")for the Premises, in lieu of rent. The Operating Costs,as described in Section 35,herein,
and in Exhibit B, attached and incorporated by this reference, shall be paid by Tenant to Landlord
on or before the first of each month.
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7. USE OF PREMISES: Tenant shall use the Premises as a public library,or as office
space for any County of Fresno department. Tenant agrees that Tenant shall,during the entire
Term of this Lease,only use the Premises for this purpose,and shall occupy the Premises and
cause the Premises to be open for business in the usual and customary manner of similar
businesses during the entire Tenn. Tenant will not permit the Premises to become vacant or
unoccupied; and will not use,or permit to be used,the Premises or any part thereof for any sale
by auction, nor will Tenant use the Premises in such manner to unreasonably increase the existing
rate of insurance upon the building of which these Premises are a part,nor cause any cancellation
of any insurance policy covering said building. Tenant shall not sell,keep, use or permit to be
sold,kept or used in or about the Premises any article which may be prohibited in the standard
form of fire insurance policies. Tenant shall, at its sole cost and expense,comply with any and all
requirements, pertaining to the Premises, of any insurance organization or company,necessary
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for the maintenance of reasonable fire and public liability insurance covering said building and
appurtenances.
Landlord covenants that the Premises are suitable for Tenant's intended use. Landlord
further covenants that the Premises are in compliance with all applicable laws, ordinances and
regulations, including but not limited to safety regulations,health and date of construction
building codes,and that the Premises shall remain in such compliance throughout the Tenn of
this Lease.
Tenant's use of the Premises shall be in accordance with the Building Rules and
Regulations,as described in Exhibit"C","Additional Provisions"as described in Addendum
"A",and the"Notice to Owners,"as described in Addendum"B,"all attached and incorporated
by this reference.
8. SIGN CONTROL: Subject to Section 36, herein,Tenant shall not affix,paint,erect or
inscribe any sign, projection, awning, signal or advertisement of any kind to any part of the
Premises, building or real property,including without limitation,the inside or outside of windows
or doors,without the prior written consent of Landlord,which consent shall not be unreasonably
withheld. Landlord shall have the right to remove any signs or other matter installed without
Landlord's permission,without being liable to Tenant by reason of such removal.
9.PARKING: Tenant shall have the right to park in common with other tenants of
Landlord,subject to the rules and regulations and such restrictions on use thereof as may be
prescribed from time to time by Landlord.
10. COMPLIANCE WITH THE LAW: Tenant agrees that it will not use or permit the
Premises to be used for any unlawful purpose, or for any purpose which will injure the reputation
of the Landlord,the Premises, or the building of which the Premises is a part,nor will Tenant
disturb the other tenants or such building or neighborhood. Tenant will comply with all laws,
orders,regulations, rules, ordinances and requirements of Federal, State,County and City
governments, or other lawful governmental bodies,or any of their departments,bureaus or
offices.Any costs incurred by in bringing the property and the building,including the common
areas,compliant with current Americans with Disability Act("ADA")requirements shall be at
the sole cost of the Landlord.
11. ENTRY AND SURRENDER OF PREMISES: Landlord covenants that the
Premises, and each and every part thereof, all window glass and other glazing, plumbing,heating,
cooling and air conditioning, lighting fixtures and lights, electric wiring and the sewage system in
and about the Premises on the date of entry are in good order, condition and repair.On the last
day of the Term,or on any sooner termination of this Lease, Tenant will peaceably and quietly
surrender and yield up the Premises to Landlord in good repair and in a broom clean condition
with normal wear and tear. Tenant shall remove Tenant's property on or before the expiration
date,and shall promptly repair all damage to the Premises or building caused by such removal.
Any personal property left on the Premises after the expiration of this Lease,at the option of the
Landlord, shall be considered abandoned.
12. NOTICES: The persons and their addresses having authority to give and receive
notices under this Lease include the following:
TENANT LANDLORD
County of Fresno(L-341) Highway City Community Development, Inc
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Director of Internal Services/CIO President
333 W. Pontiac Way 4718 N. Polk Ave
Clovis, CA 93612 Fresno,CA 93722
All notices between Tenant and Landlord provided for or permitted under this Lease must be in
writing and delivered either by personal service, by first-class United States mail or by an
overnight commercial courier service. A notice delivered by personal service is effective upon
service to the recipient.A notice delivered by first-class United States mail is effective three(3)
Tenant business days after deposit in the United States mail,postage prepaid, addressed to the
recipient. A notice delivered by an overnight commercial courier service is effective one(1)
Tenant business day after deposit with the overnight commercial courier service,delivery fees
prepaid,with delivery instructions given for next day delivery,addressed to the recipient. For all
claims arising out of or related to this Lease, nothing in this section establishes, waives,or
modifies any claims presentation requirements or procedures provided by law,including but not
limited to the Government Claims Act(Division 3.6 of Title I of the Government Code,
beginning with section 810).
13. WAIVER: Time is of the essence in this Lease, and any waiver by either Party of the
prompt and punctual performance of any term,condition or covenant hereof shall not be
construed to be a waiver of the prompt and punctual performance of the same or any other term,
condition or covenant subsequently when due.
14. MERGER: The voluntary or other surrender of this Lease by Tenant, or a mutual
cancellation hereof shall not work a merger, and shall,at the option of the Landlord,terminate all
or any existing subleases or sub-tenancies or shall operate as an assignment to him of such
subleases or sub-tenancies.
15. SUCCESSION OF TENANT: This Lease and each of its terms,subject to the
provisions relating to assignments,shall apply to and bind the heirs,successors,executors,
administrators and assigns of the Tenant, and the Tenant shall be jointly and severally liable
hereunder for performance of all conditions of this Lease.
16. QUIET ENJOYMENT: Landlord covenants with Tenant that upon Tenant's entry
into the Premises,and Tenant's performance of each of the terms of the Lease,required to be
performed by Tenant, Tenant shall have full freedom and use of the Premises in accordance with
the terms hereof,and quietly enjoy the same without lawful claim or disturbance on the part of
any person.
17. HOLDING OVER: If after expiration of the Term,Tenant remains in possession of
the Premises,at the option of the Landlord,Tenant shall become a tenant from month to month
only, upon all provisions of this Lease. If either Party desires to terminate such month to month
tenancy,that Party shall give the other Party not less than thirty(30)days' advance written notice
of the date of termination.Any option to renew, extend or purchase,or other options, do not
survive the expiration of this Lease.
18. RIGHT OF ENTRY: Landlord or his authorized representative shall have the right
to enter the Premises at any time during the Term of this Lease during normal business hours,by
providing Tenant no less than twenty four(24)hour written notice,except in the case of
emergencies,to protect, inspect,exercise or investigate any rights of Landlord herein reserved;to
inspect the Premises or to post notices of non-responsibility, or to place thereon at any time"For
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Sale" signs and within thirty days prior to the expiration of the Term the usual "To Let" or"To
Lease" signs, all without rebate of rent to Tenant. Landlord may enter the Premises for the
purpose of making any alteration,repair or improvement to said building, or the Premises, which
Landlord deems convenient for the maintenance or preservation thereof,provided always that the
ingress and egress of Tenant or Tenant's invitees shall not be unnecessarily hindered,nor shall
Tenant's occupancy be otherwise unnecessarily inconvenienced.
19.POSSESSION: If,for any reason whatsoever,Landlord cannot deliver possession of
the Premises to Tenant at the commencement hereof,this Lease shall not be void or voidable,
unless possession is not provided within sixty(60)days from agreed upon Effective Date.
Landlord shall not be liable for any loss or damage resulting therefrom, provided always that a
proportionate reduction of rent and additional rent shall be made therefor. However, if possession
is not provided to Tenant within sixty(60)days from the agreed-upon Effective Date,Tenant may
terminate this Lease without penalty. Such termination may be effected upon thirty(30)days'
written notice from Tenant to Landlord.
20. ASSIGNMENT OR SUBLEASE: Tenant shall not assign this Lease nor any right
granted him hereunder,nor sublet or license the Premises or any part thereof without the prior
written consent of Landlord. Said consent shall not be unreasonably withheld.No consent to any
assignment of this Lease or any subletting of the Premises shall be construed to be a waiver of the
provisions hereof,except only as to the specific instance covered by such consent, nor shall this
Lease or any interest herein be assignable by operation of law.
Tenant agrees not to file during the term hereof a petition in bankruptcy or for extension
or arrangement of debts or composition with Tenant's creditors,nor make an assignment for the
benefit of Tenant's creditors, nor permit Tenant's interest in the Premises to become subject to
any proceeding,whether in Federal or State courts, wherein a receiver,custodian,conservator or
other officer is appointed to hold, conserve, manage or operate Tenant's business.Any
assignment by operation of law or the filing of any petition in bankruptcy,or for extension or
arrangement of Tenant's debts or composition with Tenant's creditors, whether voluntary or
involuntary, or the appointment of any receiver,custodian, or other officer in any proceeding in
any court wherein the possession,management or control of premises herein demised is in any
person other than Tenant, shall terminate this Lease,and any and all rights which Tenant may
have by reason of this Lease.
21.DEFAULT
A. DEFAULT BY TENANT:In the event of the failure of Tenant to pay rent or any other
amount due under the terms of this Lease as herein provided or upon the breach of any
other condition,term or covenant herein contained on the part of Tenant to be kept and
performed, each term,condition and covenant hereof being a material part of the
consideration for Landlord's entry into this Lease, Landlord may, at Landlord's option,
ten(10)days after written notice to Tenant to cure said breach(if the same be a breach of
a condition other than the payment of rent,and in the event,without notice),exercise the
following options below. In the event of a failure of Tenant to pay rent, Tenant shall have
thirty(30)days after written notice to cure said breach. Upon failure of Tenant to cure the
breach, Landlord may:
1. . Terminate this Lease,and reenter and take possession of the Premises;
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2. In the event that this Lease shall be terminated as provided in this Section 21,Landlord
may recover from Tenant the worth at the time of award of the unpaid rent which has been earned
up to the date of termination.
3. . Efforts by Landlord to mitigate the damages caused by Tenant's breach of
this Lease do not waive Landlord's right to recover damages under this
article.Nothing in this article affects the right of Landlord to indemnification
for liability arising prior to the tennination of this Lease for personal injuries
or property damage.
4. . Any property belonging to Tenant or otherwise found upon the Premises
may be removed therefrom and stored in any public warehouse at the cost of
and for the account of Tenant. If Tenant abandons,vacates or surrenders the
Premises or is dispossessed by process of law,any personal property left
upon the Premises shall be deemed abandoned at the option of Landlord.
5. . In the event Landlord is involuntarily made a Party to any litigation
concerning this Lease or the Premises by reason of any act or omission by
Tenant,Tenant promises to hold Landlord harmless from all liability,
including attorneys'fees incurred by Landlord in such litigation.
6. . Five percent(5%)per annum interest will be charged on all moneys due
from Tenant to Landlord under this Lease and unpaid after forty-five(45)
days after the date due.
B. DEFAULT BY LANDLORD: In the event Landlord breaches its obligation to
maintain the Premises as herein provided,or otherwise breaches its obligations, as
required by this Lease, Tenant shall have the right to give written notice to Landlord
within fifteen(15)calendar days of the discovery of such breach. Landlord shall then
have thirty(30)calendar days from the date of notice to cure its breach. If the period for
cure expires and if, in Tenant's detennination,which Tenant may exercise in its sole and
absolute discretion, Landlord has failed to cure,then Tenant may either cure Landlord's
breach and deduct the cost of such cure,together with reasonable administrative costs,
from Tenant's future Operating Costs obligation, or terminate this Lease upon thirty(30)
days' written notice to Landlord. Tenant's decision to cure Landlord's breach shall not
constitute a waiver of any rights or remedies that Tenant may have arising from this
Lease or by operation of law.
22. REIMBURSEMENT: In the event Tenant fails, neglects or refuses to perform any
covenant,agreement or condition in this Lease provided to be done,kept or performed, at the
time when the same is herein provided to be so done, Landlord may perform such covenant,
condition or agreement and any money expended thereon shall be charged to the account of
Tenant,payable on demand,with interest thereon at five percent(5%)per annum,and the failure
of Tenant to so repay Landlord for any money so paid out and expended shall constitute a default
under this Lease.
In the event Landlord fails,neglects or refuses to perform any covenant, agreement or condition
in this Lease provided to be done, kept or performed,at the time when the same is herein
provided to be so done, Tenant may perform such covenant,condition or agreement and any
money expended thereon shall be charged to Landlord, payable on demand,with interest thereon
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at five percent(5%)per annum,and the failure of Landlord to so repay Tenant for any money so
paid out and expended shall constitute a default under this Lease.
23. SUBORDINATION OF LEASE: Tenant agrees that this Lease is, and shall be,
subordinate to any mortgage,deed of trust or any other hypothecation for security which has been
or which hereafter may be placed upon said premises or the land or building of which they are a
part, by Landlord, and such subordination is hereby effective without any further act by Tenant.
However, if requested,Tenant shall not unreasonably withhold signing any documentation
necessary to acknowledge such subordinate position.
24.ALTERATIONS: Tenant shall not make any significant alterations to the Premises
without Landlord's prior written consent. Any alterations made shall remain on and be
surrendered with the Premises on expiration or termination of the Lease, except that Landlord
may elect in writing at least three(3)days before expiration of the Lease,or within five(5)days
after the termination of the Lease,to require Tenant to remove any alterations that Tenant has
made to the Premises. If Landlord so elects,Tenant,at Tenant's cost, shall restore the Premises to
the condition designated by Landlord in his election, before the last day of the Term or within
thirty(30)days after notice of election is given, whichever is later.
The above-listed restrictions shall not apply to trade fixtures, so long as Tenant fully
complies with every term, condition and covenant of this Lease,and so long as said trade fixtures
may be installed and removed without damage or injury to the Premises or any improvements
thereof.Upon the termination of this Lease,provided all the conditions,covenants and
agreements of this Lease have been fully complied with on the part of the Tenant,all such trade
fixtures may be removed, so long as such removal shall not in any way injure or impair the
condition of said premises. For purposes of this Lease,"trade fixtures"are defined as shelves,
bookcases,and any other fixtures required by the County for Library Operations.
If Tenant makes any alterations to the Premises as provided in this section,the alterations
shall not be commenced until five(5)days after Landlord has received notice from Tenant stating
the date the installation of the alterations is to commence, so that Landlord can post and record an
appropriate notice of non-responsibility.
25. MECHANIC'S LIENS: Tenant shall pay all costs for construction done by Tenant
or caused to be done by Tenant on the Premises, as permitted by this Lease. Tenant shall keep the
building, other improvements, and land of which the Premises are a part free and clear of all
mechanic's liens resulting from construction done by or for Tenant. Tenant's failure to comply
with this covenant shall at Landlord's option be grounds for terminating this Lease.
26. EMINENT DOMAIN: If a portion or the whole of the Premises shall be acquired or
condemned by eminent domain for any public or quasi-public use or purpose,then the Term of
this Lease shall cease and terminate as of the date of title vesting in such proceeding,and all
rentals shall be paid up to that date,and Tenant shall have no claim against Landlord for the value
of any unexpired Term of this Lease.
If a portion or the whole of the common parking areas in the Premises shall be acquired
or condemned by eminent domain for any public or quasi-public use or purpose,then the Term of
this Lease shall cease and terminate as of the date of title vesting in such proceeding, unless
Landlord shall take immediate steps to provide other parking facilities substantially equal to the
previously existing ratio between the common parking areas and the leased Premises,within
reasonable distance from the Premises or with shuttle service,and such substantially equal
parking facilities shall be provided by Landlord at Landlord's own expense within ninety(90)
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days from the date of acquisition. In the event that Landlord shall provide such other substantially
equal parking facilities,then this Lease shall continue in full force and effect. In any event,
Tenant shall have no claim for the value of any unexpired Term of this Lease.
If any part of the Premises shall be acquired or condemned by eminent domain for any
public or quasi-public use or purpose,and in the event that such partial taking or condemnation
shall render the Premises unsuitable for the business of the Tenant,then the Term of this Lease
shall cease and terminate as of the date of title vesting in such proceeding,and Tenant shall have
no claim against Landlord for the value of any unexpired Term of this Lease. In the event of a
partial taking or condemnation which is not extensive enough to render the Premises unsuitable
for the business of the Tenant, in the sole opinion of the Tenant,then Landlord shall promptly
restore the leased premises to a condition comparable to its condition at the time of such
condemnation less the portion lost in the taking, and this Lease shall continue in full force and
effect.
In the event of any condemnation or taking as therein above provided, whether whole or
partial,the Tenant shall not be entitled to any part of the award, as damages or otherwise, for such
condemnation, and Landlord is to receive the full amount of such award. The Tenant hereby
expressly waives any right or claim to any part thereof.
Although all damages in the event of any condemnation shall belong to the Landlord,
whether such damages are awarded as compensation for diminution in value of the leasehold or to
the fee of the Premises,Tenant shall have the right to claim and recover from the condemning
authority,but not from Landlord,such compensation as may be separately awarded or
recoverable by Tenant, in Tenant's own right, on account of any and all damage to Tenant's
business by reason of the condemnation and for or on account of any cost or loss to which Tenant
might be put in removing Tenant's furniture, fixtures, leasehold improvements and equipment.
27.TRANSFER OF LANDLORD'S INTEREST: In the event of any sale or transfer
by Landlord of the Premises, building or project,and assignment of this Lease by Landlord,
Landlord shall be and is hereby entirely freed and relieved of any and all liability and obligations
contained in or derived from this Lease arising out of any act, occurrence or omission relating to
the Premises, building,project or Lease occurring after the consummation of such sale or transfer,
providing the purchaser shall expressly assume all of the covenants and obligations of Landlord
under this Lease. Tenant shall work with Landlord to approve and sign any estoppel certificates
submitted to him by Landlord,stating the condition of the Lease,which approval and signature
shall not be unreasonably withheld.
28. TAXES: Landlord will be responsible for all real property taxes and assessments.
29. INDEMNIFICATION:
Tenant agrees to indemnify, save, hold harmless, and at Landlord's request, defend
Landlord and each of its officers,agents,officials and employees from any and all costs and
expenses(including attorney's fees and costs),damages, liabilities,claims,and losses occurring
or resulting to Landlord in connection with the performance, or failure to perform, by Tenant, its
officers, agents,or employees under this Lease,and from any and all costs and expenses
(including attorney's fees and costs), damages, liabilities, claims, and losses occurring or
resulting to any person,firm,or corporation who may be injured or damaged by the performance,
or failure to perform of Tenant, its officers, agents, or employees under the Lease. Landlord shall
not be liable to Tenant for any loss or damage to person or property caused by theft,fire, acts of
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nature,acts of a public enemy,riot,strike, insurrection, war,court order, requisition or order of
governmental body or authority.
Landlord agrees to indemnify, save,hold harmless, and at Tenant's request,defend
Tenant and each of its officers, agents,officials and employees from any and all costs and
expenses(including attorney's fees and costs),damages, liabilities,claims,and losses occurring
or resulting to Tenant in connection with the performance,or failure to perform, by Landlord,its
officers,agents, or employees under this Lease,and from any and all costs and expenses
(including attorney's fees and costs),damages, liabilities, claims, and losses occurring or
resulting to any person,firm,or corporation who may be injured or damaged by the performance,
or failure to perform of Landlord, its officers,agents, or employees under the Lease. This Lease is
made upon the expressed condition that Tenant shall be free of all liability,damages or injury
arising from structural failures of the leased Premises, including,but not limited to external walls,
glass,doors, roof and floor.
The Parties acknowledge that as between Landlord and Tenant, each is responsible for
the negligence of its own employees,contractors, and invitees. This Section 29 shall survive
expiration or termination of this Lease.
30.INSURANCE:
LANDLORD—Without limiting the Tenant's right to obtain indemnification from
Landlord or any third parties,Landlord, at its sole expense,shall maintain in full force and effect,
the following insurance policies or a program of self-insurance,including but not limited to, an
insurance pooling arrangement of Joint Powers Agreement(JPA)throughout the term of this
LEASE:
I.Commercial General Liability-Commercial General Liability Insurance with limits of
not less than One Million Dollars($1,000,000)per occurrence and an annual aggregate of Three
Million($3,000,000). This policy shall be issued on a per occurrence basis. COUNTY may
require specific coverages including completed operations,products liability, contractual liability,
Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed
necessary because of the nature of this contract.
II. Property Insurance—Against all risk of loss to property, at full replacement cost
with no coinsurance penalty provision.
III. Worker's Compensation-A policy of Worker's Compensation insurance as may
be required by the California Labor Code.
Landlord shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees,individually and collectively,as
additional insured,but only insofar as the operations under this LEASE are concerned. Such
coverage for additional insured shall apply as primary insurance and any other insurance, or self-
insurance,maintained by Tenant, its officers, agents,and employees shall be excess only and not
contributing with insurance provided under Landlord's policies herein. This insurance shall not
be cancelled or changed without a minimum or thirty(30)days advance written notice given to
Tenant.
Landlord hereby waives its right to recover from Tenant, its officers,agents,and
employees any amounts paid by the policy of worker's compensation insurance required by this
Agreement. Landlord is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation,but Landlord's waiver of subrogation under
this paragraph is effective whether or not Landlord obtains such an endorsement.
Within(30)days from date Landlord executes this LEASE,Landlord shall provide
certificates of insurance and endorsement as stated above for all of the foregoing policies, as
required herein,to the County of Fresno,Attn: ISD Lease Services(L-341), 333 W. Pontiac Way,
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Clovis,CA 93612,stating that such insurance coverages have been obtained and are in full force;
that the County, its officers,agents and employees will not be responsible for any premiums on
the policies;that such Commercial General Liability insurance names the County, its officers,
agents,and employees, individually and collectively, as additional insured,but only insofar as the
operations under this Lease are concerned;that such coverage for additional insured shall apply
as primary insurance an any other insurance, or self-insurance shall not be cancelled or changed
without a minimum of thirty(30)days advance,written notice given to County.
In the event Landlord fails to keep in effect at all times insurance coverage as
herein provided,the Tenant may, in addition to other remedies it may have, suspend or
terminate this LEASE upon the occurrence of such event.
All policies shall be with admitted insurers licensed to do business in the State of
California. Insurance purchased shall be purchased from companies possessing a current A.M
Best Company rating of A FSC VII or better.
TENANT—Tenant,at its cost,shall obtain and maintain policies of comprehensive
liability insurance including bodily injury and property damage in an amount not less than One
Million Dollars($1,000,000.00)for injury or death to persons and One Million Dollars
($1,000,000.00)for property damage. Said insurance shall be in a form acceptable to the
Landlord, and shall include Landlord, his agents and property management company where
applicable,as additional insured on the policy. Landlord may place his own insurance for his
protection if Tenant fails to provide proof that said insurance is in place. Any premiums for said
insurance shall be reimbursed by Tenant within ten(10)days after demand has been made for
same.The Parties release each other,and their respective authorized representatives, from any
claims for damage to any person or to the Premises and the building or other improvements in
which the Premises are located that are caused by or result from risks insured against under any
insurance policies carried by the Parties hereto and in force at the time of any such damage.
Tenant shall cause any insurance policy obtained to provide that the insurance company
waives all right of recovery by way of subrogation against the Landlord in connection with any
damage covered by any policy.Neither Party shall be liable to the other for any damage caused
by fire or any of the risks insured against under any insurance policy required by this Lease.This
waiver will not include any rents or other charges owing to the Landlord that are not covered or
insured against under any insurance policy required in this Lease.
Any insurance policy required under this Lease shall:
(a)Be issued as a primary policy;
(b)Contain an endorsement requiring thirty(30)days written notice from the
insurance company to both Parties and Landlord's lender before cancellation or change in the
coverage,scope,or amount of any policy.
Each policy, or a certificate of the policy,together with evidence of payment of
premiums,shall be deposited with the Landlord at the commencement and on renewal of the
policy not less than thirty(30)days before expiration of the term of the policy.
Tenant shall carry plate glass insurance at the full insurable value on all exterior glass,or
be responsible for repair and/or replacement.
Landlord shall be named as"additional insured"as the certificate holder.
31. MAINTENANCE AND REPAIRS: As of the Effective Date of this Lease,
Landlord shall deliver the Premises to Tenant in good, sanitary order, condition and repair. Upon
taking possession of the Premises,Landlord shall, at Landlord's sole cost and expense, keep and
maintain the Premises and every part thereof in good condition and repair. It is the intention of
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Landlord and Tenant that,at all times during the Lease Term,Landlord, shall at its cost,maintain
the Premises in an attractive, first-class,and fully operative condition.
Tenant shall upon the expiration or termination of this Lease surrender the Premises to
Landlord in good condition,ordinary wear and tear and damaged from causes beyond the
reasonable control of Tenant excepted. Landlord shall have no obligation whatsoever to alter,
remodel, improve,repair,decorate or paint the Premises or any part thereof, and the Parties
hereto affirm that Landlord has made no representations to Tenant respecting this condition of the
Premises or the Building except as specifically herein set forth.
Notwithstanding the provisions of this Section 31, Landlord shall repair and maintain in
good working order the structural portions and systems of the Building, including the basic
plumbing, air conditioning,heating,and electrical systems, installed and furnished by Landlord,
unless such maintenance and repairs are caused in part or in whole by the negligent or willful act
or negligent or willful omission of any duty by the Tenant, its agents, servants,employees or
invitees, in which case Tenant shall pay to Landlord the reasonable cost of such maintenance and
repairs.
32.UTILITY CHARGES: Landlord shall furnish to the Premises reasonable quantities
of electricity for normal lighting and office machines,gas,water,heat and air conditioning
required in Landlord's judgement for the comfortable use and occupation of the Premises,
including common areas. Landlord will not furnish any telephone or internet services. Landlord
shall not be liable for,and Tenant shall not be entitled to,any reduction of rental by reason of
Landlord's failure to furnish foregoing when such is caused by accident,breakage,repairs,
strikes, lockouts or other labor disturbance or labor disputes of any character,government energy
rationing, utility company service interruption("blackouts"and/or"brownout"), or any other
cause,similar or dissimilar,beyond the reasonable control of the Landlord. Landlord,shall not be
liable under any circumstances for a loss or injury to property,however incurred,through or in
connection with or incidental to failure to furnish any of the foregoing.
33.JANITORIAL SERVICES: The janitorial services required for the common areas
and Premises shall be provided by Landlord,at Landlord's sole cost. Landlord shall furnish the
common areas and Premises with reasonable janitorial services for the comfortable use and
occupation of the Premises and common areas.At a minimum,janitorial services shall include the
level of services listed on Exhibit"D,"attached and incorporated by this reference.
34. DESTRUCTION: If the Premises are damaged by fire,the elements,unavoidable
accident or other casualty, but are not thereby rendered untenantable in whole or in part,Landlord
shall at his own expense cause such damage to be repaired, and the rent shall not be abated.
If by reason of such occurrence,the Premises shall be rendered untenantable only in part,
Landlord shall at his own expense cause the damage to be repaired,and the fixed minimum rent
meanwhile shall be abated proportionately as to the portion of the Premises rendered unusable. If
Tenant's ability to use the Premises is materially impaired and Landlord can not complete repairs
in a reasonable time frame,Tenant may provide Landlord with thirty(30)day written notice and
cancel the lease.
If the Premises shall be rendered wholly untenantable by reason of such occurrence,the
Landlord shall at his own expense cause such damage to be repaired,and the fixed minimum rent
meanwhile shall be abated in whole,except that Landlord shall have the right,to be exercised by
notice in writing delivered to Tenant within thirty(30)days from and after said occurrence,to
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elect not to reconstruct the destroyed Premises,and in such event this Lease and the tenancy
hereby created shall cease as of the date of the said occurrence,the rent to be adjusted as of such
date.
In the event that fifty percent(50%)or more of the rentable area of the Premises shall be
damaged or destroyed by fire or other cause,notwithstanding that the leased Premises may be
unaffected by such fire or other cause,Landlord shall have the right,to be exercised by notice in
writing delivered to Tenant within thirty(30)days from and after said occurrence,to elect to
cancel and terminate this Lease. Upon the giving of such notice to Tenant,the Term of this Lease
shall expire by lapse of time upon the fifteen(15)day after such notice is given,and Tenant shall
vacate the leased Premises,and surrender the same to Landlord.
35. OPERATING COSTS AND ADDITIONAL RENT.Tenant shall pay to Landlord,
on or before the first of each month, Estimated Operating Costs("Estimated Operating Costs"), as
described in Exhibit"B."Building Operating Costs shall include,but are not limited to: water,
sewer and garbage charges, gas, electricity and utility charges,parts, supplies and labor charges
for maintenance of the building, its roof, attachments and common areas,plumbing, electrical,
heating, cooling and air conditioning units,ducting, lighting, sweeping and security,gardening
maintenance and supplies,janitorial services and supplies, building and public liability insurance
premiums,and the management fee,if any,paid to a third party to oversee any or all of the
building operations.Tenant's prorata share shall be the number of rentable square feet of the
Premises under this Lease, as a percent of the total rentable square feet in the building(s).
Landlord reserves the right to have the Premises separately metered for utilities,to maintain a
separate contract for janitorial services for the Premises,and to have the Premises separately
assessed for tax purposes.The Parties agree that this Exhibit"B"may be amended to adjust the
Estimated Operating Costs,by mutual written consent,on a year by year basis.
Tenant shall pay,as additional rent("Additional Rent"),Tenant's prorata share, if any,of
the amount by which the Actual Operating Costs of the building(s), in which the demised
Premises are located, exceed the Estimated Operating Costs paid during the previous twelve(12)
month period.Tenant shall pay to Landlord, within forty five(45)days after receipt of such
statement,Tenant's prorata share of the excess operating cost incurred by Landlord, except that
(a)to the extent that the Additional Rent is more than fifteen percent(15%)of the Estimated
Operating Costs ("Additional Rent Above 15%"),or(b)if Tenant has requested, but not received
supporting documents for any Additional Rent within fifteen(15)calendar days thereafter
("Additional Non-Documented Rent"),Tenant shall not be obligated to pay Additional Rent
Above 15%, or Additional Non-Documented Rent, unless and until Landlord provides
documentation to the reasonable satisfaction of Tenant that the Additional Rent Above 15%
and/or the Additional Non-Documented Rent are in amounts that are reasonable for the type of
costs or expenses incurred and chargeable to Tenant as Additional Rent under this Lease. The
Parties shall attempt in good faith to resolve any disagreements regarding the"Actual Cost
Statement", as described below,within forty-five(45)days of the date the Landlord delivers the
Actual Cost statement to Tenant(or the later date that Landlord provides any additional
documentation), provided however, if Tenant continues to disagree with Landlord,Tenant shall
pay the disputed amounts promptly following the end of such forty-five day period(or the later
date that Landlord provides and additional documentation), but such payment shall be subject to
Tenant's right to pursue any remedy allowed by law with respect to such disputed amount.
If the Estimated Operating Costs paid by Tenant during the twelve(12)month period
exceed the Actual Operating Costs of the Premises("Excess Rent"), Landlord shall appropriately
11
apply a credit against the Operating Costs next due the following period,equal to the Operating
Costs previously overpaid by Tenant.
Within thirty(30)days after the end of each calendar year, Landlord shall furnish Tenant
a written statement(the"Actual Cost Statement"), itemizing the total actual amount of the
Operating Costs for such quarter,accompanied by copies of all supporting documents for each of
such items of the Operating Costs, covering the quarter just expired, setting forth in reasonable
detail:
1)the total Estimated Operating Costs paid by Tenant for the period
2)the amount of Actual Operating Costs for the Premises
3)Tenant's prorata share of the Actual Operating Costs for the building
And as applicable,
4)the amount of Additional Rent owed by Tenant,OR
5)the amount of Excess Rent overpaid by Tenant,and to be credited to Tenant
The Actual Cost Statement shall be delivered to Tenant at both of the following
addresses:
County of Fresno(L-341) County of Fresno(L-341)
Internal Services Department-Leases Library
Director of Internal Services/CIO Attn: Business Manager
333 W. Pontiac Way 2420 Mariposa St.
Clovis, CA 93612 Fresno,CA 93721
For the last quarter of the Term hereof,the amount then due or any credit, shall be billed
or paid, as the case may be,by Landlord within forty-five(45)days after termination of the
Lease.
For administrative convenience, Landlord may adjust the period of computation of any
such additional rent to its regular monthly expense cycle,and will prorate expenses based upon
the number of days in the month.
36. SIGNAGE: The business identification sign on the plate of the front door of the
Premises shall be ordered through Landlord's property manager,and paid for by Tenant.Tenant
shall have the right to install a building signage at south side of building to meet current building
standards,which will need to be approved by Landlord prior to installation,which approval shall
not be unreasonably withheld. Any cost incurred to install said monument sign shall be at the sole
cost of the Tenant.
37. TENANT IMPROVEMENTS; PREVAILING WAGE:
As to the Premises,Landlord shall comply with, and shall reasonably ensure compliance
by all contractors and subcontractors it retains with all applicable laws and regulations, including
the payment of prevailing wages pursuant to Section 1770 et.seq. of the California Labor Code.
12
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 shall 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 Landlord and its contractor(s)."
38. NON-FUNDING TERMINATION. This Lease is contingent on the allocation
of funds by a governmental agency. Should funds not be allocated,this Lease may be terminated
by the County of Fresno Board of Supervisors without penalty by giving at least thirty(30)days
prior written notice to Landlord.
39. GOVERNING LAW. Venue for any action arising out of or relating to this
Lease shall be in Fresno County,California. This Lease shall be governed by the laws of the State
of California.
40. AUDITS AND INSPECTIONS.At Tenant's request,Landlord shall at any time
during business hours,and as often as the Tenant may deem necessary,make available to the
Tenant for examination records and data with respect to the matters covered by this Lease. The
Landlord shall, upon request by the Tenant, permit the Tenant to audit and inspect all of such
records and data necessary to ensure Landlord's compliance with the terms of this Lease.
If this Lease exceeds ten thousand dollars($10,000.00), Landlord shall be subject to the
examination and audit of the California State Auditor for a period of three(3)years after final
payment under contract(Government Code Section 8546.7).
41. DISCLOSURE OF SELF-DEALING TRANSACTIONS. This provision is
only applicable if the Landlord is operating as a corporation(a for-profit or non-profit
corporation)or if during the Term of the Lease,the Landlord changes its status to operate as a
corporation.
Members of the Landlord's Board of Directors shall disclose any self-dealing
transactions that they are a party to while Landlord is providing goods or performing services
under this Lease.A self-dealing transaction shall mean a transaction to which the Landlord is a
party, and in which one or more of its directors has a material financial interest.Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by
completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit
"E", and incorporated herein by reference, and submitting it to Tenant prior to commencing with
the self-dealing transaction or immediately thereafter.
42. BINDING EFFECT:This Lease shall not be binding upon the Parties until it has
been signed by both Parties and signed copies delivered to both Parties or their designated agents,
and the prescribed payment set forth in Section 3 received by Landlord or Landlord's designated
agent.
43.DISCLAIMER: This is a legal document.Neither Party makes any representation or
recommendation concerning legal effect, legal sufficiency, or tax consequences herein.
13
44. INTEGRATED AGREEMENT; MODIFICATION: This Lease contains all the
agreements of the Parties, and cannot be amended or modified except by a written agreement
signed by the Parties.
45. EARLY OCCUPANCY: Upon mutual signature of this Lease, Tenant may have
access to the Premises for the purposes of coordinating its move,telephone or low voltage wiring
installation, and installing fixtures. Such use shall be governed by this Lease,except that it shall
be a rent-free, and Operating Cost-free period.
46.ACCESSIBILITY; AMERICANS WITH DISABILITIES ACT:
(a) The Premises:Q have not undergone an inspection by a Certified Access Specialist(CASp).
❑ have undergone an inspection by a Certified Access Specialist(CASp)and it was
determined that the Premises met all applicable construction-related accessibility standards
pursuant to California Civil code§55/51 et seq. ❑ have undergone an inspection by a
Certified Access Specialist(CASp)and it was determined that the Premises did not meet all
applicable construction-related accessibility standards pursuant to California civil Code
§55.51 et seq.
(b) Since compliance with the Americans with Disabilities ACT(ADA)is dependent upon
Tenant's specific use of the Premises,Landlord makes no warranty or representation as to
whether or not Tenant's use of the Premises comply with ADA or any similar legislation.In
the event that Tenant's use of the Premises requires modifications or additions to the Premises
in order to be in ADA compliance,Tenant agrees to make any such necessary modifications
and/or additions that specifically affect the Premises,at Tenant's expense.This section does
not alleviate Landlord's responsibility under Section 10,to keep the building and common
areas compliant with current Americans with Disability Act("ADA")requirements,at the
Landlord's sole cost.
47. ENTIRE AGREEMENT. This Lease constitutes the entire agreement between the
Landlord and Tenant with respect to the subject matter hereof, and supersedes all prior leases,
negotiations, proposals, commitments, writings,advertisements,publications and understandings
of any nature whatsoever unless expressly referenced in this Lease. This Lease shall be binding
on and inure to the benefit of both Parties' heirs, successors and assigns.
14
IN WITNESS WHEREOF,the Parties hereto have executed this Lease as of the day and year first
hereinabove written.
LANDLORD: Tai�
Highway City Community Development, Inc. C
By B
April Henry,Pres dent ter
Services/Chief Information Officer
APPROVED AS TO LEGAL FORM:
Daniel C. Cederborg, County Counsel
By
.�
Deputy
APPROVED AS TO ACCOUNTING FORM:
Oscar J. Garcia, CPA
Auditor-Controller/Treasurer-Tax Collector
By
N
t
FOR ACCOUNTING USE ONLY:
ORG: 7511-2036
Account: 7340 Lease
Fund: 0107 Measure B
Subclass: 10000
Program 0
15
Exhibit "A"
Floor Plan
4718 N.Polk Avenue
Approximately 2,028 rentable square feet
FRESNO COUNTY i
FRESNO COUNTY LIBRARY
f
_ Cd LIBRARY d
I WOMEN
ru�nauarosE
ROOM
Y 1
COMMON AREA
v�xmr�
J- CHaDRENY
- ROOM
16
Exhibit "B"
Tenant Estimated Operating Costs @ 2,028 Rentable Sq/Ft
Description Monthly Annual
Electricity, Gas, Water, Sewer, Trash, Phone Line (for alarm) $1,001.80 $12,021.56
Custodial $227.69 $2,732.28
Insurance $88.04 $1,056.45
Repairs& Maintenance $121.43 $1,457.14
Administration/Management/Accounting Services $845.52 $10,146.19
Pest Control $36.43 $437.15
Security & Alarm $106.25 $1,275.03
Landscaping $72.86 $874.29
Total Tenant Estimated Operating Costs $2,500.03 $30,000.36
17
Exhibit "C"
Building Rules and Regulations
1. Sidewalks, doorways, vestibules,halls,stairways,and other similar areas shall not be used for
the disposal of trash,be obstructed by Tenant,or be used by Tenant for any purpose other an
entrance to and exit from the Premises,and for going from one part of the Building to another
part of the Building.
2. Plumbing fixtures shall be used only for the purposes for which they are designed,and no
sweepings, rubbish rags, or other unsuitable materials shall be disposed into them.Damage
resulting to any such fixtures form misuse by Tenant shall be the liability of Tenant.
3. Signs,advertisements,or notices visible in or from public corridors or from outside the
Building shall be subject to Landlord's prior written approval.
4. Movement in or out of the Building of furniture,office equipment,or any other bulky or
heavy materials shall be restricted to such hours as Landlord designates. Landlord will
determine the method and routing of said items to ensure the safety of all persons and
property concerned. Advance written notice of intent to move such items must be made to the
Building management office.
5. Building management shall have the authority to prescribe the weight and manner that heavy
furniture and equipment are positioned.
6. Corridor doors,when not in use, shall be kept closed.
7. Tenant space that is visible from public areas must be kept neat and clean.
8. No animals shall be brought into or kept in, on or about the Building, except for animals
assisting sensory-impaired or disabled persons.
9. Landlord and Tenant shall adjust thermostats as required to maintain a reasonable
temperature.Landlord requests that all window blinds remain down and tilted at a 45 degree
angle toward the street to help maintain comfortable temperatures and conserve energy.
10. Tenants shall comply with all security procedures during business hours, after-hours, and on
weekends.
11. Tenant shall lock all office doors leading to corridors,and turn out all lights at the close of its
working day.
12. No flammable or explosive fluids or materials shall be kept or used within the Building
except in areas approved by Landlord,and Tenant shall comply with all applicable building
and fire codes relating thereto.
13. In the event of any conflict or inconsistency between these rules and regulations and the
provision of the Lease,the provisions of the Lease shall control.
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Exhibit "C" (continued)
Building Rules and Regulations (continued)
LANDLORD: TENANT:
Highway City Community Development, Inc. COUNTY OF FRESNO
Apr 1 Henry, Presi nt Edward Hi ,Dire of Internal
Services/Chief Information Officer
Date: Date:
19
Exhibit "D"
Janitorial Services
Description Frequency
Vacuuming Carpets 3x per week
Cleaning Restrooms&restock 3x per week
Dust& Wipe surfaces* when items are cleared of 3x per week
Spot clean windows/smudges 3x per week
Empty trash receptacles 3x per week
Sweep/Dust mot hard surfaces 3x per week
Damp mop all hard surfaces Monthly&as needed
Clean common areas/break room 3x per week
20
Exhibit "E"
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 corporation is a party and in
which one or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name,job title(if applicable), and date this disclosure is being
made.
(2) Enter the board mernber's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County.At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the
transaction; and
b. The nature of the material financial interest in the Corporation's transaction
that the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing
transaction described in Sections(3) and(4),herein.
Mail the completed form to: County of Fresno
Attn: Lease Services(L-341)
Internal Services Department
333 W.Pontiac Way
Clovis,CA 93611
21
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3)Disclosure(Please describe the nature of the self-dealing transaction you are a party to):
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233
(a):
(5)Authorized Signature
Signature: Date:
22
Addendum "A"
ADDITIONAL PROVISIONS
1. Common Area Multi-Purpose Room: Tenant shall have the use of the common area
multi-purpose room, which is part of the Building. Tenant will be allowed to use the
common area multi-purpose room at no charge, and by scheduling use of the space
through Landlord's calendar schedule for the room. Tenant will be required to carry short
term liability insurance for all events or use of the multi-purpose room, based on
insurance coverage acceptable to Landlord. Tenant will be required to leave the multi-
purpose room, in a clean condition after any use. Landlord will have onsite chairs and
tables, which will be available for Tenant's use, but Tenant is responsible for the set up
and storage of onsite chairs and tables.
Initial AH Initial
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Addendum "B"
NOTICE TO OWNERS,BUYERS AND TENANTS
REGARDING HAZARDOUS WASTES OR SUBSTANCES
AND UNDERGROUND STORAGE TANKS
Comprehensive federal and state laws and regulations have been enacted in the last few years
in an effort to develop controls over the use, storage, handling, clean-up, removal and disposal of
hazardous wastes or substances. Some of these laws and regulations,such as,for example,the so
called"Superfund Act",provide for broad liability schemes wherein an owner,tenant or other
user of the property may be liable for clean-up costs and damages regardless of fault. Other laws
and regulations set standards for the handling of asbestos or establish requirements for the use,
modification, abandonment or closing of underground storage tanks.
It is not practical, or possible to list all such laws and regulations in this Notice. Therefore,
owners,buyers and Tenants are urged to consult legal counsel to determine their respective rights
and liabilities with respect to the issues described in this Notice as well as all other.aspects of the
proposed transaction. If hazardous wastes or substances have been, or are going to be used,
stored, handled or disposed of on the property, or if the property has or may have underground
storage tanks, it is essential that legal and technical advice be obtained to determine, among other
things, what permits and approvals have been or may be required, if any,the estimated costs and
expenses associated with the use,storage, handling, clean-up, removal or disposal of the
hazardous wastes or substances,and what contractual provisions are necessary or desirable. It
may also be important to obtain expert assistance for site investigations and building inspections.
The past uses of the property may provide valuable information as to the likelihood of hazardous
wastes or substances, or underground storage tanks being on the property.
Notwithstanding the above,Landlord has complied with the City of Fresno various permit
processes; and owners,buyers,and Tenants may request copies of related documentation. To the
best of the Landlord's knowledge,neither the Landlord nor the prior users nor any tenant has
used or intends to use or store any hazardous materials on the property.
The term"hazardous wastes or substances" is used in this Notice in its very broadest sense
and includes, but is not limited to,petroleum based products, paints and solvents, lead, cyanide,
DDT, printing inks,acids, pesticides, ammonium compounds,asbestos, PCBs and other chemical
products. Hazardous wastes or substance and underground storage tanks may be present on all
types of real property. This Notice is therefore meant to apply to any transaction involving any
type of real property,whether improved or unimproved.
Initial AH Initiw�
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