HomeMy WebLinkAboutAgreenment A-25-028 Amendment No. 1 to Agreement with Sage Kings.pdf Agreement No. 25-028
1 AMENDMENT NO. 1 TO LEASE AGREEMENT
2 This Amendment No. 1 to Lease Agreement ("Amendment No. 1") is dated January 28tn
3 2025 and is between Sage Kings Fresno, LLC, a California Limited Liability Company
4 ("Lessor"), and the County of Fresno, a political subdivision of the State of California ("Lessee").
5 Recitals
6 A. On March 22, 2022, Lessee and Sunnyside Square Investments, Inc. ("Sunnyside"), the
7 predecessor of Lessor, entered into County Lease Agreement No. A-22-099/L-083 ("Lease"), to
8 lease approximately 18,033 of square feet of building space and adjacent parking stalls, located
9 at 5566 E. Kings Canyon Road, Fresno, CA 93727, for use as a County public library
10 ("Premises"). The term of the Lease was for a potential five-year period, consisting of an initial
11 term of one year to expire on March 31, 2023 ("Initial Term"), and four (4) additional one (1) year
12 periods, upon the written approval of both parties, no later than ninety (90) days prior to the first
13 day of the next one (1) year extension period, with a potential Lease expiration date of March
14 31, 2027.
15 B. On or about September 23, 2022, Sunnyside assigned its rights under the Lease to
16 Lessor, upon Lessor's acquisition of the real property upon which the Premises are located.
17 C. The Lease was not timely extended upon the expiration of the Initial Term, March 31,
18 2023; however, Lessee has continued to occupy the Premises and has continued to pay its
19 monthly rent.
20 D. By this Amendment No. 1 to the Lease, Lessee and Lessor now agree to amend the
21 Lease as follows:
22 1. Section 2 of the Lease, entitled "Term," is deleted in its entirety and replaced with
23 the following:
24 "2. TERM —The initial term of this Lease shall be for seven (7) years, commencing on
25 April 1, 2022, through and including March 31, 2029."
26 2. Section 3 of the Lease, entitled ""Rent and Common Area Maintenance" is
27 deleted in its entirety and replaced with the following:
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1 "3. RENT AND COMMON AREA MAINTENANCE — Lessee's obligation to
2 pay rents and any other amounts due under the Agreement shall be subject to
3 Lessee's constitutional debt limitation (Article XVI, Section 19 of the California
4 Constitution). Lessee shall pay to Lessor without offset, demand or prior notice,
5 fair market rent (hereinafter"Rent") for the Premises on or before the first of each
6 month according to the schedule as depicted on Exhibit A, which is attached and
7 incorporated by this reference. In addition to Rent, Lessee shall pay its
8 proportionate share of monthly Common Area Maintenance ("CAM") costs, which
9 shall be equal to the ratio of Lessee's floor square footage (17,657 square feet)
10 of the leased Premises, to the total square footage of all building space in the
11 real property more particularly described at Exhibit E-1 and as Depicted at
12 Exhibit E-2 hereto (the "Shopping Center") (32,675 square feet) (but which
13 square footage varies according to the specific line item of the operating costs
14 involved depending on whether certain tenants provide or pay for certain services
15 or costs directly), as set forth in the "CAM Fee Detail," Exhibit F. Such
16 references to the total square footage of all building space shall not take into
17 account whether tenants are occupying building spaces or any portions thereof in
18 the Shopping Center.
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20 For purposes of this lease, "common area maintenance," or "CAM," shall
21 mean the total cost and expense incurred by Lessor in operating and
22 maintaining the Shopping Center (exclusive of all building spaces in the
23 Shopping Center regardless of their occupancy) and its common facilities
24 and common areas, actually used or available for use by the Lessee and
25 Lessee's employees, agents, customers and invitees, and which shall be
26 limited to those CAM categories listed in Exhibit F. The CAM category
27 entitled "General repairment" shall include maintenance to fencing and signs,
28 the cost of upkeep and maintenance of plumbing, electrical, mechanical, or
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1 other installations, equipment, and systems for providing utilities and services
2 to tenants, and reasonable reserves. The CAM fees shall further include the
3 actual cost of property taxes attributable to Lessor (except that Lessee shall
4 not be responsible for reimbursing Lessor for any interest, penalties, or
5 charges due to Lessor's late payment of, or failure to pay, such property
6 taxes). The parties agree to discuss and deal in good faith if there are other
7 Shopping Center operating and maintenance costs not identified above and
8 in Exhibit F that Lessor believes should be included in the CAM costs.
9 A. Estimated Cost Statement - Excepting such statements would otherwise
10 have been due before the date of this Amendment No. 1, on or before
11 November 16 of each calendar year during the Term, Lessor shall deliver
12 to Lessee a written statement ("Estimated Cost Statement") itemizing
13 each of the estimated amounts that constitute Additional Rent, based on
14 such itemized amounts for such year. The Estimated Cost Statement
15 shall be provided in a format similar to Exhibit F and F-1, and delivered
16 (or emailed) to Lessee, pursuant to Section 26 hereof, at the following
17 address:
18 County of Fresno (L-083)
19 Director of Internal Services
20 333 W. Pontiac Way
21 Clovis, CA 93612
22 ISDContracts(o)_FresnoCountVCA.gov
23 B. Actual Cost Statement - Within one hundred fifty (150) calendar days
24 after the end of each year during the Term, Lessor shall deliver to Lessee
25 at the address specified in Section 3.A hereof, a written statement
26 ("Actual Cost Statement") itemizing the total actual amount of the
27 Additional Rent for such year. Copies of all supporting documents for
28 each of such items of the Additional Rent can be made available upon
3
1 reasonable request. If the total amount of the Actual Costs Statement is
2 less than the amount of the Estimated Cost Statement for the relevant
3 year, Lessor shall have the option to either apply the overpayment
4 against Lessee's future payments or refund the amount overpaid to
5 Lessee within thirty (30) calendar days after the date that Lessor
6 delivered the Actual Cost Statement to Lessee. If the total amount of the
7 Actual Costs Statement is more than the amount of the Estimated Cost
8 Statement for the relevant year ("Excess Costs"), Lessee shall pay such
9 Excess Costs to Lessor within thirty (30) calendar days after its receipt of
10 the Actual Cost Statement, except that (a) to the extent that the Excess
11 Costs are more than twenty-five percent (25%) of the Estimated Cost
12 Statement for the relevant year ("Excess Costs Above 25W), or (b) if
13 Lessee has requested, but not received, supporting documents for any
14 Excess Costs within thirty (30) calendar days thereafter ("Excess Non-
15 Documented Costs"), Lessee shall not be obligated to pay Excess Costs
16 Above 25%, or Excess Non-Documented Costs, unless and until Lessor
17 provides substantiating documentation. The Parties shall attempt in good
18 faith to resolve any disagreement regarding the Actual Cost Statement
19 within sixty (60) calendar days of the date that Lessor delivers the Actual
20 Cost Statement to Lessee (or the later date that Lessor provides any
21 additional documentation), provided however, if Lessee continues to
22 disagree with Lessor, Lessee shall pay the disputed amounts promptly
23 following the end of such sixty (60) calendar day period (or the later date
24 that Lessor provides any additional documentation), but such payment, or
25 lack thereof, shall be subject to Lessor or Lessee's rights to pursue any
26 remedy allowed by law with respect to such disputed amount.
27 C. Approval - As to Lessee, any one of the following is hereby authorized to,
28 and may individually, give any comment on, or approval or disapproval of,
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1 any amounts charged or to be charged by Lessor under Sections 4.5 and
2 4.6 hereof and to participate in any attempt to resolve any disputed
3 amount with Lessor: Lessee's County Administrative Officer or his or her
4 designee; or Lessee's Director of Internal Services/CIO of the Internal
5 Services Department, or his or her designee ("Lessee's Director of
6 ISD/CIO").
7 Such amendment shall also include the addition of Exhibit E describing the Shopping Center.
8 3. The first paragraph of Section 6 of the Lease, entitled "Maintenance", is deleted
9 in its entirety and replaced with the following:
10 "6. MAINTENANCE — Lessor shall maintain and keep the Premises in good order,
11 condition, and repair, and in good sanitary condition, including, but not limited to, all exterior and
12 interior maintenance and repair of: HVAC systems, plumbing systems, electrical systems,
13 interior and exterior lighting, including ballasts, fire sprinkler systems and alarms, bird and pest
14 control, mechanical systems, roof, landscape, parking lot, and parking lot lighting. Lessor is also
15 responsible for the structural condition of the Building on the Premises, and agrees that the
16 Building will always be maintained in a condition acceptable for the Lessee's intended use of the
17 Premises. This will include exterior and interior painting as needed due to normal wear and tear.
18 Lessor covenants that the Premises shall be maintained in substantially the same condition as
19 that existing at the commencement of this Lease, normal wear and tear excepted. The costs of
20 such maintenance shall be included as CAM costs."
21 The second paragraph of Section 6 shall remain the same.
22 4. Section 26 of the Lease, entitled "Notices," is deleted in its entirety and replace
23 with the following:
24 "26. NOTICES - The persons and their addresses having authority to give and receive
notices under this Lease including the following:
25
26 LESSEE:
County of Fresno
27 Director of Internal Services
333 W. Pontiac Way
28 Clovis, CA 93612
(559) 600-6200
5
1 ISDContracts@FresnoCountyCA.gov
2 LESSOR:
3 Sage Kings Fresno, LLC
301 Commerce Street, Suite 3200
4 Fort Worth, TX 76102
Attn: Mark Franklin
5 817-332-9500
nnn@triplenetfinancial.com
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With Copy to:
7
8 Sage Investco Deux, LLC
4350 Von Karman Ave, #200
9 Newport Beach, CA 92660
ATTN: Patrick Charriou
10 Tel: 949-954-6100
Natrickto)Sageinvestco.com"
11
12 5. Section 31 of the Lease, entitled "Estoppel Certificate," is deleted in its entirety
13 and replace with the following:
14 "31. ESTOPPEL CERTIFICATE — Lessee shall, at any time upon not less than twenty
15 (20) calendar days' prior request by Lessor, execute, acknowledge, and deliver to
16 Lessor a written estoppel certificate, in the form as attached in Exhibit B, which is
17 attached hereto and incorporated herein by this reference, or such other form as
18 Lessor may reasonably require. Any such statement delivered pursuant to this Section
19 31 may be relied upon by third persons, including a prospective purchaser or
20 encumbrancer of the Premises. Lessee's Director of Internal Services (ISD)/Chief
21 Information Officer (CIO) shall be authorized to execute the estoppel certificate on
22 behalf of Lessee. However, Lessor acknowledges that Lessee's Director of ISD/CIO
23 may desire for Lessee's Board of Supervisors to act on behalf of Lessee with respect
24 to any requested approval of any estoppel certificate on behalf of Lessee, which shall
25 be upon a regularly scheduled meeting of Lessee's Board of Supervisors within the
26 foregoing twenty (20) calendar day, time limit. Lessee's failure to execute and deliver
27 the estoppel certificate within twenty (20) calendar days after Lessee's receipt of
28 Lessor's written request therefor, which shall be delivered to Lessee in the same
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1 manner as providing notices under Section 26 hereof, shall be conclusive upon Lessee
2 that this Lease is in full force and effect and without modification, that there are no
3 uncured defaults in Lessor's performance, that not more than one month's Rent has
4 been paid in advance, provided however, if Lessor subsequently requests Lessee to
5 deliver an estoppel certificate, and Lessee timely does so under this Section 31, then
6 such subsequently delivered estoppel certificate shall supersede such conclusive
7 result upon Lessee, and such conclusive result shall have no force or effect against
8 Lessee. "
9 6. Section 32 of the Lease, entitled "Subordination and Attornment," is deleted in its
10 entirety and replaced with the following:
11 "32. SUBORDINATION, NON-DISTURBANCE,ATTORNMENT, AND ESTOPPEL -At
12 Lessor's option, this Lease shall be subordinated to any mortgage or deed of trust which
13 shall upon or after Effective Date be recorded against the Premises, provided that
14 Lessor and Lessee first execute and enter into a Subordination, Non-Disturbance,
15 Attornment, and Estoppel Agreement ("SNDA") substantially in the form as in Exhibit C
16 or such other form as Lessor and Lessor's lender may reasonably require, provided that
17 any deviations from such form of the SNDA in Exhibit C do not impair Lessee's rights or
18 unreasonably burden Lessee's obligations that are set forth in Exhibit C, and Lessor
19 records any such future SNDA against the real property where the Premises are located,
20 and provides a copy of such recorded SNDA to Lessee. Lessee's Director of ISD/CIO is
21 hereby authorized by Lessee to approve and enter into the SNDA on behalf of Lessee
22 upon such terms and conditions set forth in Exhibit C or such other form as Lessor and
23 Lessor's lender may reasonably require, along with any revisions thereto that he or she
24 determines to be in the best interest of Lessee, provided that the SNDA shall, prior to
25 Lessee's Director of ISD/CIO's execution thereof, be subject to approval as to legal form
26 by Lessee's legal counsel)."
27 7. Section 34 of the Lease, entitled "Entire Agreement," is deleted in its entirety and
28 replaced with the following:
7
1 "34. ENTIRE AGREEMENT -This Lease constitutes the entire agreement between the
2 Lessor and the Lessee with respect to the subject matter hereof and supersedes all
3 previous Lease negotiations, proposals, commitments, writings, advertisements,
4 publications, and understandings of any nature whatsoever unless expressly included in
5 this Lease. In the event of any inconsistency in interpreting the documents which
6 constitute this Lease, the inconsistency shall be resolved by giving precedence in the
7 following order of priority: (1) the text of this Amendment No. 1; (2) the Lease including
8 Exhibits A through D and (3) Exhibits A through D."
9 8. Section 35 is added to the Lease as follows:
10 "35. RECORDATION OF MEMORANDUM OF LEASE — The Parties shall, at the same
11 time they execute this Lease, also execute a Memorandum of Lease in the form of the
12 document attached as Exhibit D, which is incorporated herein by this reference, with the
13 legal description shown as Exhibit 1to the Memorandum of Lease — Legal Description.
14 Lessee's Director of ISD/CIO shall be authorized to execute the Memorandum of Lease
15 on behalf of Lessee, subject to approval as to legal form by Lessee's legal counsel.
16 Lessee shall be authorized to immediately record the executed Memorandum of Lease
17 against the Premises in the Office of the Fresno County Recorder. The Parties shall
18 cause their respective signatures on the Memorandum of Lease to be notarized to
19 facilitate recordation thereof.".
20 9. Section 36 is added to the Lease as follows:
21 "36. REINSTATEMENT OF LEASE — Notwithstanding the expiration of the Term on
22 March 31, 2024, Lessor and Lessee agree that the Lease is hereby reinstated and the
23 Lease's term so reinstated shall be deemed extended from March 31, 2024, pursuant to
24 the execution of the First Amendment. Lessor and Lessee shall continue their
25 obligations under the Lease as amended as though there was no lapse in the Lease
26 Term. Lessor's agreement to continue the Lease despite the failure to renew shall be
27 deemed adequate consideration for the rent specified in Exhibit A as specified in this
28 Amendment."
8
1 10. Section 37 is added to the Lease as follows:
2 "37. IMPROVEMENTS TO THE PREMISES - LESSOR shall pay for up to twelve
3 thousand dollars ($12,000.00) toward the remodel of existing bathrooms on the
4 Premises in cooperation with Tenant. These improvements shall be made in compliance
5 with Section 9, herein."
6 11. The table at Exhibit A to the Lease is deleted and replaced with the following:
7
8 Rent Effective Date Monthly Rent
9 Aril 1, 2022 16,229.70
April 1, 2023 $ 16,554.29
10 Aril 1, 2024 20,658.69
April 1, 2025 $ 21,278.45
11 Aril 1, 2026 21,918.05
April 1, 2027 $ 22,575.59
12 April 1, 2028 23,254.17
13
14 12. Each signatory hereto represents and warrants to the other that:
15 a. He or she is duly authorized and empowered to sign and perform its
16 obligations under this Amendment.
17 b. The individual signing this Amendment is duly authorized to do so and his or
18 her signature on this Amendment legally binds the indicated party to the
terms of this Amendment.
19
20 13. The parties agree that this Amendment may be executed by electronic signature as
21 provided in this section.
22 c. An "electronic signature" means any symbol or process intended by an
23 individual signing this Amendment to represent their signature, including but
24 not limited to (1) a digital signature; (2) a faxed version of an original
25 handwritten signature; or (3) an electronically scanned and transmitted (for
26 example by PDF document) version of an original handwritten signature.
27 d. Each electronic signature affixed or attached to this Amendment (1) is
28 deemed equivalent to a valid original handwritten signature of the person
signing this Amendment for all purposes, including but not limited to
9
1 evidentiary proof in any administrative or judicial proceeding, and (2) has the
2 same force and effect as the valid original handwritten signature of that
3 person.
4 e. The provisions of this section satisfy the requirements of Civil Code section
5 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code,
6 Division 3, Part 2, Title 2.5, beginning with section 1633.1).
7 f. Each party using a digital signature represents that it has undertaken and
8 satisfied the requirements of Government Code section 16.5, subdivision (a),
9 paragraphs (1) through (5), and agrees that each other party may rely upon
10 that representation.
11 g. This Amendment is not conditioned upon the parties conducting the
12 transactions under it by electronic means and either party may sign this
13 Amendment with an original handwritten signature.
14 14. This Amendment may be signed in counterparts, each of which is an original, and all
15 of which together constitute this Amendment.
16 15. The Lease as previously amended and as amended by this Amendment No. 1 is
17 ratified and continued. All provisions of the Lease as previously amended and not
18 amended by this Amendment No. 1 remain in full force and effect.
19 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Amendment No. 1 on the date stated in the intrndoctory
2 dause.
3
SAGE TONGS FRESNO,LLC, OOUNTY OF I=RESNO
4 a Ca'lifomia limited liability aonwr y
5 By:Acqunrition Vehicle Texas X,LLC,
he Manager
6 By:Arthur Holdings,LLC,
A Texas limited liability oompany Ernest Buddy Mendes, Chairman
7 Its Manager of the Board of Supervisors of the
County of Fresno
8
By:�./�/_ ��C'�il�li_ �.�. Attest:
9 Mark Frard n Bernice E. Seidel
10 Authorized Signatory Clerk of the Board of Supervisors
�( County of Fresno, State of
11 PaAAA V, ��. - California
12 Patrick W. Dunne
By:
13 Authorized Signatory Deputy
14
For accounting use only:
15
Org No.:75112031
16 Account No.: 7887
Fund No.:0107
17 Subclass No.:10000
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1 EXHIBIT A
2
3 Rent Effective Date Monthly Rent
April 1, 2022 16,229.70
4 Aril 1, 2023 16,554.29
5 Aril 1, 2024 20,658.69
April 1, 2025 $ 21,278.45
6 Aril 1, 2026 21,918.05
April 1, 2027 22,575.59
7 Aril 1, 2028 23,254.17
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A-1
1 EXHIBIT B
Form of Estoppel Certificate
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B-1
FORM OF ESTOPPEL CERTIFICATE
TENANT ESTOPPEL CERTIFICATE
To
The County of Fresno hereby certifies as follows as of 2020:
1. The County of Fresno is the Tenant under that certain Lease Agreement dated
20_ (the "Lease") by and between ("Landlord") and County of Fresno
("Tenant"), pursuant to which Tenant leases real property at , which includes a
building containing approximately square feet of rentable office space ("Building"),
together with related improvements, and an adjacent paved parking lot at
and which contains_ (_) paved parking stalls, _ (_) of which are paved Accessible Stalls
("Parking Area"), and associated landscaping, as described in (the Building and the
Parking Area shall be referred to collectively as the "Premises").
2. Except as specified in Exhibit 1 hereto, the Lease has not been modified, changed,
altered, supplemented, or amended in any respect.
3. A true, correct, and complete copy of the Lease, with all applicable modifications,
changes, alterations, supplements, or amendments (if any) is attached hereto as Exhibit 1.
4. The Lease is in full force and effect on the date hereof. The Lease represents the
entire agreement between Landlord and Tenant with respect to the Premises.
5. Except as provided in the Lease, to the best of Tenant's knowledge, Tenant is not
entitled to, and has made no agreement with Landlord concerning, partial rent, rebate of rent
payments, credit or offset or reduction in rent. Tenant has not made any agreement with Landlord
or its agents or employees concerning free rent.
6. The Lease term began on , 20_(the "Commencement Date')
and the termination date is 20_. Tenant has accepted possession of, and
currently occupies the entire Premises. Tenant has not sublet all or a portion of the Premises to
any sublessee and has not assigned, transferred, or encumbered any of its rights or interests
under the Lease.
7. The current fixed monthly rent payable under the Lease is $ This amount is
due on the 1st of each month during the current, year of the Lease, and is currently paid
B-2
1 through , 20_. No such rent (excluding security deposits) has been paid more than
2 one (1) month in advance of its due date.
3 8. Tenant's security deposit is $0.00.
4 9. To the best of Tenant's knowledge, no event has occurred and no condition exists
5 that constitutes, or that with the giving of notice or the lapse of time or both, would constitute, a
default by Tenant or, to the best knowledge of Tenant, Landlord under the Lease.
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10. The address for notices to be sent to Tenant is as set forth in the Lease.
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8 11. Tenant is the owner and holder of all right, title and interest in the leasehold estate
created by the Lease.
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10 12. Tenant Acknowledges that Landlord directs that all payments of Basic Rent and any
Additional Rent payable by Tenant to Landlord under the Lease be payable thereunder, when,
11 and as due, to Landlord at the following address:
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13 Sage Kings Fresno, LLC
14 301 Commerce Street, Suite 3200
15 Fort Worth, TX 76102
16 13. The undersigned is duly authorized to execute this Certificate on behalf of Tenant.
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Dated: 202_
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19 TENANT:
20
THE COUNTY OF FRESNO
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By:
25 Name: Ed Hill
Title: Interim Director of Internal Services/Chief
26 Information Officer
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B-3
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3 EXHIBIT 1
[Complete Copy of Lease]
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B-4
1 EXHIBIT C
Form of Subordination, Non-Disturbance, Attornment, and Estoppel Agreement
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C-1
1 RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
2 SINGLE BOX CALI,L.P.
3 301 Commerce, Suite 3200
Fort Worth,Texas 76102
4 Attention: Loan Reporting Department
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8 SUBORDINATION,NONDISTURBANCE,AND ATTORNMENT AGREEMENT
9 NOTICE: THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT
10 AGREEMENT RESULTS IN YOUR LEASEHOLD ESTATE BECOMING SUBJECT TO AND OF
LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY AGREEMENT.
11 NOTICE: THIS AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON
12 OBLIGATED ON YOUR LEASE AS LANDLORD TO OBTAIN A LOAN, SOME OR ALL OF WHICH
MAY BE EXPENDED FOR PURPOSES OTHER THAN ACQUISITION OR IMPROVEMENT OF THE
13 PROPERTY.
This SUBORDINATION, NONDISTURBANCE, AND ATTORNMENT AGREEMENT (this
14 "Agreement") is entered into as of[ ] [_], 2024 (the"Effective Date"),between SINGLE BOX
15 CALI, L.P., a Texas limited partnership ("Lender"), whose address is 301 Commerce Street, Suite 3200,
Fort Worth, Texas 76102, COUNTY OF FRESNO, a political subdivision of the State of California
16 ("Tenant"),whose address is[ ],and SAGE KINGS FRESNO,LLC,a California
limited liability company (collectively, "Borrower"),whose address is 301 Commerce Street, Suite 3200,
17 Fort Worth,Texas 76102("Landlord"),with reference to the following facts:
18 A. Landlord owns the real property described in Exhibit A attached hereto(such real property,
including all buildings,improvements, structures and fixtures located thereon, "Landlord's Premises").
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B. Lender has made a loan to Landlord (the "Loan"), all as provided in and subject to the
20 terms and conditions set forth in the Loan Documents (as hereinafter defined).
21 C. To secure the Loan, Landlord has encumbered Landlord's Premises by entering into that
22 certain Deed of Trust, Security Agreement,Financing Statement and Assignment of Rents dated August 2,
2024,in favor of Casey Sullivan,as Trustee for the benefit of Lender as beneficiary(as amended,increased,
23 renewed, extended, spread, consolidated, severed, restated, or otherwise changed from time to time,
"Mortgage") recorded in the Official Records of Fresno County, California (the "Official Records") on
24 August 2,2024 as Document No. 2024-0069703.
25 D. Pursuant to a Lease Agreement, dated as of March 22, 2022, as amended by Amendment
26 No. 1 to Lease Agreement dated[ ],2024(as may be further amended,modified,extended,
supplemented, or restated from time to time, the "Lease"); Landlord demised to Tenant a portion of
27 Landlord's Premises ("Tenant's Premises"). Tenant's Premises are described as 18,033 of square feet of
building space and adjacent parking stalls, located at 5566 E. Kings Canyon Road,Fresno, CA 93727.
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C-2
1 G. Tenant and Lender desire to agree upon the relative priorities of their interests in
2 Landlord's Premises and their rights and obligations if certain events occur.
3 NOW, THEREFORE, for good and sufficient consideration and intending to be legally bound
hereby, Tenant and Lender agree:
4 Definitions. The following terms shall have the following meanings for purposes of this
5 Agreement.
6 "Civil Asset Forfeiture Reform Act" means the Civil Asset Forfeiture Reform Act of 2000 (18
U.S.C. Sections 983 et seq.), as amended from time to time,and any successor statute.
7
"Construction-Related Obligation(s)"means any obligation of Landlord under the Lease to make,
8 pay for, or reimburse Tenant for any alterations, demolition, or other improvements or work at Landlord's
9 Premises, including Tenant's Premises. Construction-Related Obligations shall not include: (a)
reconstruction or repair following fire, casualty or condemnation; or (b) day-to-day maintenance and
10 repairs.
11 "Controlled Substances Act" means the Controlled Substances Act (21 U.S.C. Sections 801 et
seq.),as amended from time to time, and any successor statute.
12
"Foreclosure Event" means: (a) foreclosure under the Mortgage, whether by judicial action or
13 pursuant to nonjudicial proceedings;(b)any other exercise by Lender of rights and remedies(whether under
the Mortgage or under applicable Law, including bankruptcy law) under the Loan Documents and/or the
14 Mortgage, as a result of which any Successor Landlord becomes owner of Landlord's Premises; or (c)
15 delivery by Landlord to Lender(or its designee or nominee) of a deed or other conveyance of Landlord's
interest in Landlord's Premises in lieu of any of the foregoing.
16
"Former Landlord"means Landlord and any other party that was landlord under the Lease at any
17 time before the occurrence of any attornment under this Agreement.
18 "Governmental Authority" or"Governmental Authorities" means the government of the United
States or any other nation, or of any political subdivision thereof, whether state or local, and any agency,
19 authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
20 legislative,judicial,taxing,regulatory or administrative powers or functions of or pertaining to government.
21 "Law" or "Laws" means, collectively, all international, foreign, federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or
22 authorities, including the interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof by any Governmental Authority charged with
23 the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties,requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority,
24 in each case whether or not having the force of law. With respect to Tenant and the Tenant Premises,"Law"
or"Laws" includes all Laws pertaining to the construction, sale, leasing or use of the improvements and to
25 access and facilities for handicapped or disabled persons.
26 "Loan Documents" mean the Mortgage and any other document now or hereafter evidencing,
27 governing, securing or otherwise executed in connection with the Loan, including any promissory note
and/or loan agreement, pertaining to the repayment or use of the Loan proceeds or to any of the real or
28 personal property, or interests therein, securing the Loan, as such documents or any of them may hav
been
C-3
1 or may be from time to time hereafter renewed, extended, supplemented, increased or modified. This
2 Agreement is a Loan Document.
3 "Offset Right" means any right or alleged right of Tenant to any offset, defense (other than one
arising from actual payment and performance, which payment and performance would bind a Successor
4 Landlord pursuant to this Agreement), claim, counterclaim, reduction, deduction, or abatement against
Tenant's payment of Rent or performance of Tenant's other obligations under the Lease, arising (whether
5 under the Lease or other applicable Law) from Landlord's breach or default under the Lease.
6 "Rent"means any fixed rent,base rent or additional rent under the Lease.
7 "Successor Landlord" means any party that becomes owner of Landlord's Premises as the result
of a Foreclosure Event.
8
9 "Termination Right" means any right of Tenant to cancel or terminate the Lease or to claim a
partial or total eviction arising(whether under the Lease or under applicable Law)from Landlord's breach
10 or default under the Lease.
11 Subordination. The Lease, including all rights of first refusal,purchase options and other rights
of purchase, shall be, and shall at all times remain, subject and subordinate to the Mortgage, the lien and
12 security interest imposed by the Mortgage and the right to enforce such lien or security interest, and all
advances made under or secured by the Loan Documents. Tenant hereby intentionally and unconditionally
13 subordinates the Lease and all of Tenant's right, title and interest thereunder and in and to Landlord's
Premises(including Tenant's right,title and interest in connection with any insurance proceeds or eminent
14 domain awards or compensation relating to Landlord's Premises and Tenant's right to receive and retain
15 any rentals or payments made under any sublease or concession agreement of or relating to any portion of
Tenant's Premises), to the lien of the Mortgage and all of Lender's rights and remedies thereunder, and
16 agrees that the Mortgage shall unconditionally be and shall at all times remain a lien on Landlord's Premises
prior and superior to the Lease. Notwithstanding anything to the contrary in this Agreement, the loan
17 from Lender to Landlord(1) shall be secured only by the Loan Documents, and any and all
extensions,renewals,modifications or replacements thereof, and(2) shall not have any cross-default
18 provision(such that if Landlord defaults under the loan or any other agreement with Lender, such default
19 shall also be a default under such other agreement or the loan, as applicable) relating to any other loan
or agreement to which Landlord may be a party or otherwise obligated.
20 Nondisturbance; Recognition; and Attornment.
21
No Exercise of Mortgage Remedies Against Tenant. So long as the Lease has not been
22 terminated on account of Tenant's default that has continued beyond applicable cure periods(an"Event o
Default"),Lender shall not name or join Tenant as a defendant in any judicial action or proceeding that is
23 commenced pursuant to the exercise of Lender's rights and remedies arising upon a default by Landlord
under the Mortgage unless(a) applicable Law requires Tenant to be made a party thereto as a condition to
24 proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies;
25 or (b) such joinder of Tenant is required for the recovery by Lender of any Rent at any time owing by
Tenant under the Lease,whether pursuant to the assignment of rents set forth in the Mortgage or otherwise;
26 or(c) such joinder is required in order to enforce any right of Lender to enter Landlord's Premises for the
purpose of making any inspection or assessment, or in order to protect the value of Lender's security
27 provided by the Mortgage. In any instance in which Lender is permitted to join Tenant as a defendant as
provided above, Lender agrees not to terminate the Lease or otherwise adversely affect Tenant's rights
28 under the Lease or this Agreement in or pursuant to such action or proceeding,unless an Event of Default
C-4
1 by Tenant has occurred and is continuing. The foregoing provisions of this Section shall not be construed
in any manner that would prevent Lender from (i) carrying out any nonjudicial foreclosure proceeding
2 under the Mortgage,or(ii)obtaining the appointment of a receiver for the Landlord's Premises as and when
3 permitted under applicable Law, or(iii)exercising Lender's rights with respect to the enforcement against
Tenant of any assignment of rents made by Landlord to Lender in connection with the Loan.
4 Nondisturbance and Attornment. If the Lease has not been terminated on account of an Event
5 of Default by Tenant, then, when Successor Landlord takes title to Landlord's Premises: (a) Successor
Landlord shall not terminate or disturb Tenant's possession of Tenant's Premises under the Lease, except
6 in accordance with the terms of the Lease and this Agreement; (b) Successor Landlord shall be bound to
Tenant under all the terms and conditions of the Lease(except as provided in this Agreement); (c) Tenant
7 shall recognize and attorn to Successor Landlord as Tenant's direct landlord under the Lease as affected by
8 this Agreement;and(d)the Lease shall continue in full force and effect as a direct lease,in accordance with
its terms(except as provided in this Agreement),between Successor Landlord and Tenant.
9 Use of Proceeds. Lender, in making any advances of the Loan pursuant to any of the Loan
10 Documents, shall be under no obligation or duty to, nor has Lender represented to Tenant that it will, see
to the application of such proceeds by the person or persons to whom such advances are disbursed,and any
11 application or use of such proceeds for purposes other than those provided for in any Loan Document shall
not defeat Tenant's agreement to subordinate the Lease in whole or in part as set forth in this Agreement.
12
Further Documentation. The provisions of this Article shall be effective and self-operative
13 without any need for Successor Landlord or Tenant to execute any further documents. Tenant and
14 Successor Landlord shall,however,confirm the provisions of this Article in writing upon request by either
of them.
15 Default Under Mortgage. In the event that Lender notifies Tenant of a default under the Mortgage
16 and demands that Tenant pay its rent and all other sums due under the Lease directly to Lender, Tenant
shall honor such demand and pay the full amount of any unpaid rent for the current month and all other
17 sums owing for the current month under the Lease directly to Lender, and subject to Sections 16 (Non-
Funding Termination) and 17 (Remedies/No Acceleration of Future Rent or Other Payments/Amounts) of
18 the Lease. The consent and approval of Landlord to this Agreement shall constitute an express authorization
19 for Tenant to make such payments to Lender and a release and discharge of all liability of Tenant to
Landlord for any such payments made to Lender in compliance with Lender's written demand. In addition,
20 Tenant and Landlord hereby covenants and agrees that notwithstanding anything contained in the Lease to
the contrary, Landlord authorizes Tenant and Tenant covenants and agrees that,upon receiving any notice
21 from Lender that a default or event of default has occurred under the Mortgage,to communicate with Lender
with regards to all matters concerning the Lease,including providing Lender copies of all communications
22 received by Tenant from Landlord with respect to the Lease.
23 Protection of Successor Landlord. Notwithstanding anything to the contrary in the Lease or the
24 Mortgage, Successor Landlord shall not be liable for or bound by any of the following matters:
25 Claims Against Former Landlord. Any Offset Right that Tenant may have against any Former
Landlord relating to any event or occurrence before the date of attornment,including any claim for damages
26 of any kind whatsoever as the result of any breach by Former Landlord that occurred before the date of
attornment. (The foregoing shall not limit either(a)Tenant's right to exercise against Successor Landlord
27 any Offset Right otherwise available to Tenant because of events occurring after the date of attornment, or
(b) Successor Landlord's obligation to correct any conditions that existed as of the date of attornment and
28 violate Successor Landlord's obligations as landlord under the Lease.)
C-5
1 Acts or Omissions of Former Landlord. Any act,omission,default,misrepresentation,or breach
of warranty, of any previous landlord (including Former Landlord) or obligations accruing prior to
2 Successor Landlord's actual ownership of the Landlord's Premises.
3 Prepayments.
4
No Prepaid Rent. No deposits or prepayments of rent have been made by Tenant in
5 connection with the Lease.
6 Payment; Security Deposit. Any obligation (a) to pay Tenant any sum(s) that any Former
Landlord owed to Tenant, or(b)with respect to any security deposited with Former Landlord,unless such
7 security was actually delivered to Lender. This Section is not intended to apply to Landlord's obligation to
8 make any payment that constitutes a Construction-Related Obligation.
9 Modification; Amendment; or Waiver. Any modification or amendment of the Lease, or any
waiver of any terms of the Lease,made without Lender's written consent.
10
Surrender;Etc. Any consensual or negotiated surrender,cancellation,or termination of the Lease,
11 in whole or in part, agreed upon between Landlord and Tenant, unless effected unilaterally by Tenant
pursuant to the express terms of the Lease.
12
Construction-Related Obligations. Any Construction-Related Obligation of Landlord under the
13 Lease.
14 Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement
15 or the Lease, upon any attornment pursuant to this Agreement the Lease shall be deemed to have been
automatically amended to provide that Successor Landlord's obligations and liability under the Lease shall
16 never extend beyond Successor Landlord's (or its successors' or assigns') interest, if any, in Landlord's
Premises from time to time,including insurance and condemnation proceeds, Successor Landlord's interest
17 in the Lease, and the proceeds from any sale or other disposition of Landlord's Premises by Successor
Landlord (collectively, "Successor Landlord's Interest"). Tenant shall look exclusively to Successor
18 Landlord's Interest (or that of its successors and assigns) for payment or discharge of any obligations of
19 Successor Landlord under the Lease as affected by this Agreement. If Tenant obtains any money judgment
against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and
20 Tenant,then Tenant shall look solely to Successor Landlord's Interest(or that of its successors and assigns)
to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other
21 assets of Successor Landlord. In addition to any limitation of liability set forth in this Agreement, Lender
and/or its successors and assigns shall under no circumstances be liable for any incidental, consequential,
22 punitive,or exemplary damages.
23 Lender's Right to Cure.
24 Notice to Lender. Notwithstanding anything to the contrary in the Lease or this Agreement,before
25 exercising any Termination Right, Tenant shall provide Lender with notice of the breach or default by
Landlord giving rise to same(the"Default Notice")and,thereafter,the opportunity to cure such breach or
26 default as provided for below.
27 Lender's Cure Period. After Lender receives a Default Notice, Lender shall have a period of
thirty(30)days beyond the time available to Landlord under the Lease in which to cure the breach or default
28 by Landlord. Lender shall have no obligation to cure (and shall have no liability or obligation for
not
C-6
1 curing) any breach or default by Landlord, except to the extent that Lender agrees or undertakes otherwise
2 in writing.
Extended Cure Period. In addition, as to any breach or default by Landlord the cure of which
3 requires possession and control of Landlord's Premises,provided only that Lender undertakes to Tenant by
4 written notice to Tenant within thirty (30) days after receipt of the Default Notice to exercise reasonable
efforts to cure or cause to be cured by a receiver such breach or default within the period permitted by this
5 Section, Lender's cure period shall continue for such additional time (the "Extended Cure Period") as
Lender may reasonably require to either (a) obtain possession and control of Landlord's Premises and
6 thereafter cure the breach or default with reasonable diligence and continuity,or(b)obtain the appointment
of a receiver and give such receiver a reasonable period of time in which to cure the default.
7
Miscellaneous.
8
9 Notices. All notices or other communications required or permitted under this Agreement shall be
in writing and given by certified mail (return receipt requested) or by nationally recognized overnight
10 courier service that regularly maintains records of items delivered. Each party's address is as set forth in
the opening paragraph of this Agreement, subject to change by notice under this Section. Notices shall be
11 effective the next business day after being sent by overnight courier service,and five(5)business days after
being sent by certified mail(return receipt requested).
12
Successors and Assigns. This Agreement shall bind and benefit the parties, their successors and
13 assigns,any Successor Landlord,and its successors and assigns. If Lender assigns the Mortgage,then upon
14 delivery to Tenant of written notice thereof accompanied by the assignee's written assumption of all
obligations under this Agreement, all liability of the assignor shall terminate.
15 Entire Agreement. This Agreement constitutes the entire agreement between Lender and Tenant
16 regarding the subordination of the Lease to the Mortgage and the rights and obligations of Tenant and
Lender as to the subject matter of this Agreement.
17
Lender's Rights and Obligations. Except as expressly provided for in this Agreement, Lender
18 shall have no obligations to Tenant with respect to the Lease. If an attornment occurs pursuant to this
Agreement,then all rights and obligations of Lender under this Agreement shall terminate,without thereby
19 affecting in any way the rights and obligations of Successor Landlord provided for in this Agreement.
20 Interpretation; Governing Law. The interpretation,validity and enforcement of this Agreement
21 shall be governed by and construed under the internal laws of the State of California,excluding its principles
of conflict of laws. Venue for any action arising out of or relating to this Lease shall be in Fresno County,
22 California.
23 Amendments. This Agreement may be amended,discharged or terminated,or any of its provisions
waived,only by a written instrument executed by the party to be charged.
24
Execution. This Agreement may be executed in any number of counterparts, each of which shall
25 be deemed an original and all of which together shall constitute one and the same instrument.
26 Lender's Representation. Lender represents that Lender has full authority to enter into this
27 Agreement, and Lender's entry into this Agreement has been duly authorized by all necessary actions.
28 Reliance by Lender. Tenant acknowledges the right of Lender (as well as any Successor
Landlord)to rely upon the certifications and agreements in this Agreement in making the Loan to
Landlord.
C-7
1
2 [Remainder of Page Intentionally Left Blank.]
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C-8
1 IN WITNESS WHEREOF,this Agreement has been duly executed by Lender and Tenant as of the
Effective Date.
2
LENDER:
3
4 SINGLE BOX CALI,L.P.,
a Texas limited partnership
5
By: ANOTHER BOX,LLC,
6 a Texas limited liability company
Its General Partner
7
8 By: ARTHUR HOLDINGS,LLC,
a Texas limited liability company
9 Its Manager
10 By:
Mark Franklin
11 Authorized Signatory
12 By:
Patrick W. Dunne
13 Authorized Signatory
14 STATE OF TEXAS §
15 §
COUNTY OF TARRANT §
16
17 This instrument was acknowledged before me on this _ day of , 2024, by Mark
Franklin the Authorized Signatory of ARTHUR HOLDINGS, LLC, a Texas limited liability company,
18 Manager of ANOTHER BOX, LLC, a Texas limited liability company, as General Partner of SINGLE
BOX CALI, L.P., a Texas limited partnership on behalf of said limited liability companies and limited
19 partnership.
20
Notary Public in and for the State of Texas
21 [SEAL/STAMP]
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C-9
1 STATE OF TEXAS §
2 COUNTY OF TARRANT §
3
This instrument was acknowledged before me on this_day of ,2024,by Patrick W.
4 Dunne the Authorized Signatory of ARTHUR HOLDINGS, LLC, a Texas limited liability company,
Manager of ANOTHER BOX, LLC, a Texas limited liability company, as General Partner of SINGLE
5 BOX CALI, L.P., a Texas limited partnership on behalf of said limited liability companies and limited
6 partnership.
7 Notary Public in and for the State of Texas
8 [SEAL/STAMP]
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C-10
1 IN WITNESS WHEREOF,this Agreement has been duly executed by Lender and Tenant as of the Effective
Date.
2
3 TENANT:
4 COUNTY OF FRESNO
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C-11
1
ACKNOWLEDGEMENT
2
3 CALIFORNIA CIVIL CODE §1189
A notary public or other officer completing this certificate verifies only the identity of the individual who
4 signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of
that document.
5
STATE OF CALIFORNIA §
6 §
7 COUNTY OF §
8 On 20_, before me, a Notary Public,
personally appeared , who proved to me on the basis of satisfactory
9 evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their
10 signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted executed
the instrument.
11
1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
12 paragraph is true and correct.
13 WITNESS my hand and official seal.
14
15 Signature (Seal/Stamp)
Notary Public, State of California
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C-12
1 IN WITNESS WHEREOF,this Agreement has been duly executed by Lender and Tenant as of the
Effective Date.
2
3 LANDLORD:
4 SAGE KINGS FRESNO,LLC,
5 a California limited liability company
6 By Acquisition Vehicle Texas X, LLC,
Its Manager
7
8 By: Arthur Holdings, LLC,
a Texas limited liability company
9 Its Manager
10
By:
11 Mark Franklin
Authorized Signatory
12
13 By:
14 Patrick W. Dunne
Authorized Signatory
15
16
17
18
19 STATE OF TEXAS §
20 COUNTY OF TARRANT §
21 This instrument was acknowledged before me on this day of , 2024, by
22 Mark Franklin the Authorized Signatory of ACQUISITION VEHICLE TEXAS X, LLC, a Texas
limited liability company, Manager of ARTHUR HOLDINGS, LLC, a Texas limited liability
23 company, as General Partner of SAGE KINGS FRESNO, LLC, a California limited liability
24 company on behalf of said limited liability companies and limited partnership.
25
26 Notary Public in and for the State of Texas
27 [SEAL/STAMP]
28
C-13
1 STATE OF TEXAS §
2 §
COUNTY OFTARRANT §
3
This instrument was acknowledged before me on this day of , 2024, by
4 Patrick W. Dunne the Authorized Signatory of ACQUISITION VEHICLE TEXAS X, LLC, a
5 Texas limited liability company, Manager of ARTHUR HOLDINGS, LLC, a Texas limited
liability company, as General Partner of SAGE KINGS FRESNO, LLC, a California limited
6 liability company on behalf of said limited liability companies and limited partnership.
7
8
Notary Public in and for the State of Texas
9 [SEAL/STAMP]
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C-14
1 EXHIBIT A
2 Description of Landlord's Premises
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C-15
1 EXHIBIT D
Memorandum of Lease
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D-1
1
RECORDING REQUESTED BY
2 AND WHEN RECORDED MAIL TO:
3
4 County of Fresno
Director of Internal
5 FOR RECORDER'S USE ONLY
Services/ Chief Information
6
Officer
7
333 W. Pontiac Way
8
9
10
EXEMPT FROM RECORDING FEES PURSUANT TO GOV'T. CODE SECTIONS 27383
11
AND 27388.1(a)(2)(D)(AB 110, SB 2) AND DOCUMENTARY TRANSFER TAX
12
PURSUANT TO REVENUE AND TAXATION CODE SECTION 11922.
13
14
MEMORANDUM OF LEASE
15
16
THIS MEMORANDUM OF LEASE ("Memorandum") is made and entered into this—day of
17 , 2024, by and between the County of Fresno, a political subdivision of the State of
18 California ("County"), whose address as of the date hereof is 333 W. Pontiac Way, Clovis,
CA 93611, and Sage Kings Fresno, LLC, whose address is 4350 Von Karman #200,
19 Newport Beach, California 92660. Lessor represents, covenants, and warrants to Lessee
that Lessor is the sole fee owner of that certain improved real property located in Fresno
20 County, State of California, and having a street address of 5566 E. Kings Canyon Road,
Fresno, CA 93727 ("Real Property");
21
A. Lessor and Lessee entered into a certain Lease
22 Agreement of the same date as this Memorandum of Lease
23 ("Lease Agreement"), under which Lessor has agreed to lease
an area located on and constituting a portion of the Real
24 Property to the County and commonly described in Exhibit 1,"
attached and incorporated herein by this reference
25 ("Premises"), and the County has leased such Premises from
the Lessor;
26
B. The term of the Lease Agreement is a potential term of
27 ten (10) years, commencing on April 1, 2022.
28 C. Pursuant to the terms and conditions of the Lease
Agreement, this Memorandum shall be recorded in the Official
D-2
1 Records of the Fresno County Recorder with respect to the
Real Property for the purpose of memorializing the existence of
2 the Lease Agreement, the terms and conditions of which inure
3 to the benefit of, and bind the Lessor, the County, and their
respective successors and assigns.
4
5 D. This Memorandum of Lease does not constitute the
Lease, and is only an abbreviated form containing a summary
6 of only a few of the terms and conditions of the Lease. In the
event there is any inconsistency between this Memorandum of
7 Lease and the Lease, the terms of the Lease shall prevail over
this Memorandum of Lease. Any third party interested in
8 obtaining information about the Lease Agreement may contact
9 the parties at the above-referenced addresses.
10
11 IN WITNESS WHEREOF, this Memorandum has been executed as of the day
12 and year first above written.
13 SAGE KINGS FRESNO, LLC, LESSEE:
14 a California limited liability company COUNTY OF FRESNO
By: Acquisition Vehicle Texas X, LLC,
15 Its Manager
By: Arthur Holdings, LLC, By:
16 A Texas limited liability company
Its Manager
17 Edward Hill, Interim Director
18 of Internal Services/Chief
By: Information Officer
19 Mark Franklin
Authorized Signatory
20
[Notary Attestation-Attached]
21 By:
Patrick W. Dunne
22 Authorized Signatory
23
24 [Notary Attestation-Attached]
25
26
27
28
D-3
1 EXHIBIT 1 TO MEMORANDUM OF LEASE- LEGAL DESCRIPTION
2 Real property in the unincorporated area of the County of Fresno, State of California,
3 described as follows:
4 LOT 2 OF TRACT NO. 1448, ROGERS CORNERS, ACCORDING TO THE MAP
THEREOF RECORDED IN BOOK 18, PAGE 9 OF PLATS, FRESNO COUNTY
5 RECORDS. TOGETHER WITH THAT PORTION OF THE LAND DESIGNATED AS
6 PARK ON THE MAP OF COUNTRY CLUB ESTATES, UNIT NO. 2, ACCORDING
TO THE MAP THEREOF RECORDED IN BOOK 12, PAGE 12 OF PLATS, FRESNO
7 COUNTY RECORDS, DESCRIBED AS FOLLOWS:
8 BEGINNING AT THE NORTHEAST CORNER OF LOT 102 AS SHOWN ON SAID
MAP; THENCE SOUTH 0° 12' EAST, ALONG THE EASTERLY LINE OF LOTS 102,
9 101, 100 AND THE SOUTHERLY PROLONGATION THEREOF, TO THE
10 NORTHWEST CORNER OF LOT 98; THENCE NORTH 89° 48' EAST, ALONG THE
NORTHERLY LINE OF LOTS 98, 97, 96 AND 95, TO THE NORTHEAST CORNER
11 OF SAID LOT 95; THENCE
12 NORTH 0° 12' EAST, 70 FEET; THENCE SOUTH 89' 48' WEST, 380 FEET TO A
13 POINT; THENCE NORTH 0° 12' WEST, PARALLEL WITH AND 70 FEET
EASTERLY OF THE EAST LINE OF LOTS 100, 101 AND 102, TO A POINT ON THE
14 EASTERLY PROLONGATION OF THE NORTH LINE OF SAID LOT 102; THENCE
WESTERLY, ALONG SAID EASTERLY PROLONGATION TO THE POINT OF
15 BEGINNING.
16 EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:
17
BEGINNING AT THE NORTHEAST CORNER OF LOT 95 OF SAID COUNTRY
18 CLUB ESTATES, UNIT NO. 2; THENCE SOUTH 890 48' 00" WEST, ALONG THE
19 NORTHERLY LINE OF LOTS 95, 96 AND 97 OF SAID COUNTRY CLUB ESTATES,
UNIT NO. 2, A DISTANCE OF 274.00 FEET; THENCE NORTH 000 12' 00" WEST,
20 A DISTANCE OF 40.00 FEET; THENCE NORTH 89' 48' 00" EAST, A DISTANCE
OF 66.00 FEET; THENCE NORTH 000 12' 00" WEST, A DISTANCE OF 200.00
21 FEET; THENCE SOUTH 890 48' 00" WEST, A DISTANCE OF 20.00 FEET; THENCE
22 NORTH 000 12' 00" WEST, A DISTANCE OF 86.00 FEET; THENCE NORTH 890 48,
00" EAST, A DISTANCE OF 228.00 FEET TO A POINT ON THE MOST EASTERLY
23 LINE OF LOT 2 OF SAID TRACT NO. 1448; THENCE SOUTH 000 12' 00" EAST,
ALONG THE MOST EASTERLY LINE OF SAID LOT 2 AND THE SOUTHERLY
24 PROLONGATION THEREOF, TO THE POINT OF BEGINNING.
25 THIS DESCRIPTION IS COMPLIANT WITH PROVISIONS OF THE SUBDIVISION
26 MAP ACT AS EVIDENCED BY THAT CERTAIN CERTIFICATE OF COMPLIANCE
NO. 99-23 (A) RECORDED FEBRUARY 05, 2001 AS INSTRUMENT NO. 2001-
27 0014385 OF OFFICIAL RECORDS OF SAID COUNTY.
28 APN: 472-060-30
D-4
1 CALIFORNIA NOTARY ACKNOWLEDGEMENT
2
3 A notary public or other officer completing this certificate verifies only
4 the identity of the individual who signed the document to which this
5 certificate is attached, and not the truthfulness, accuracy, or validity of
6 that document.
7
State of California
8 County of
9
10 On before me,
11 (insert name and title of the officer), personally appeared
12
who proved to me on the basis of
13 satisfactory evidence to be the person(s) whose name(s) is/are
14 subscribed to the within instrument and acknowledged to me that
15 he/she/they executed the same in his/her/their authorized capacity(ies),
16
and that by his/her/their signature(s) on the instrument the person(s), or
17 the entity upon behalf of which the person(s) acted, executed the
18
instrument.
19 1 certify under PENALTY OF PERJURY under the laws of the State of
20 California that the foregoing paragraph is true and correct.
21 WITNESS my hand and official seal.
22
23 Signature (Seal)
24
25
26
27
28
D-5
1 CALIFORNIA NOTARY ACKNOWLEDGEMENT
2
3 A notary public or other officer completing this certificate verifies only
4 the identity of the individual who signed the document to which this
5 certificate is attached, and not the truthfulness, accuracy, or validity of
6 that document.
7
State of California
8 County of
9
10 On before me,
11 (insert name and title of the officer), personally appeared
12
who proved to me on the basis of
13 satisfactory evidence to be the person(s) whose name(s) is/are
14 subscribed to the within instrument and acknowledged to me that
15 he/she/they executed the same in his/her/their authorized capacity(ies),
16
and that by his/her/their signature(s) on the instrument the person(s), or
17 the entity upon behalf of which the person(s) acted, executed the
18
instrument.
19 1 certify under PENALTY OF PERJURY under the laws of the State of
20 California that the foregoing paragraph is true and correct.
21 WITNESS my hand and official seal.
22
23 Signature (Seal)
24
25
26
27
28
D-6
1 CALIFORNIA NOTARY ACKNOWLEDGEMENT
2
3 A notary public or other officer completing this certificate verifies only the
4 identity of the individual who signed the document to which this certificate is
5 attached, and not the truthfulness, accuracy, or validity of that document.
6 State of California
7 County of
8
9 On before me, (insert
10 name and title of the officer), personally appeared
11
who proved to me on the basis of
12 satisfactory evidence to be the person(s) whose name(s) is/are subscribed
13 to the within instrument and acknowledged to me that he/she/they executed
14 the same in his/her/their authorized capacity(ies), and that by his/her/their
15
signature(s) on the instrument the person(s), or the entity upon behalf of
16 which the person(s) acted, executed the instrument.
17 1 certify under PENALTY OF PERJURY under the laws of the State of
18
California that the foregoing paragraph is true and correct.
19 WITNESS my hand and official seal.
20
21 Signature (Seal)
22
23
24
25
26
27
28
D-7
1 EXHIBIT E-1
LEGAL DESCRIPTION OF SHOPS
2
Real property in the unincorporated area of the County of Fresno, State of California,
3 described as follows:
4 LOT 2 OF TRACT NO. 1448, ROGERS CORNERS, ACCORDING TO THE MAP
5 THEREOF RECORDED IN BOOK 18, PAGE 9 OF PLATS, FRESNO COUNTY
RECORDS. TOGETHER WITH THAT PORTION OF THE LAND DESIGNATED AS
6 PARK ON THE MAP OF COUNTRY CLUB ESTATES, UNIT NO. 2, ACCORDING TO
7 THE MAP THEREOF RECORDED IN BOOK 12, PAGE 12 OF PLATS, FRESNO
COUNTY RECORDS, DESCRIBED AS FOLLOWS:
8
BEGINNING AT THE NORTHEAST CORNER OF LOT 102 AS SHOWN ON SAID MAP;
9 THENCE SOUTH 00 12' EAST, ALONG THE EASTERLY LINE OF LOTS 102, 101, 100
10 AND THE SOUTHERLY PROLONGATION THEREOF, TO THE NORTHWEST
CORNER OF LOT 98; THENCE NORTH 89° 48' EAST, ALONG THE NORTHERLY LINE
11 OF LOTS 98, 97, 96 AND 95, TO THE NORTHEAST CORNER OF SAID LOT 95;
THENCE
12
NORTH 00 12' EAST, 70 FEET; THENCE SOUTH 89° 48'WEST, 380 FEET TO A POINT;
13 THENCE NORTH 0° 12' WEST, PARALLEL WITH AND 70 FEET EASTERLY OF THE
14 EAST LINE OF LOTS 100, 101 AND 102, TO A POINT ON THE EASTERLY
PROLONGATION OF THE NORTH LINE OF SAID LOT 102; THENCE WESTERLY,
15 ALONG SAID EASTERLY PROLONGATION TO THE POINT OF BEGINNING.
16 EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:
17 BEGINNING AT THE NORTHEAST CORNER OF LOT 95 OF SAID COUNTRY CLUB
18 ESTATES, UNIT NO. 2; THENCE SOUTH 890 48' 00" WEST, ALONG THE
NORTHERLY LINE OF LOTS 95, 96 AND 97 OF SAID COUNTRY CLUB ESTATES,
19 UNIT NO. 2, A DISTANCE OF 274.00 FEET; THENCE NORTH 000 12' 00" WEST, A
20 DISTANCE OF 40.00 FEET; THENCE NORTH 890 48' 00" EAST, A DISTANCE OF 66.00
FEET; THENCE NORTH 000 12' 00" WEST, A DISTANCE OF 200.00 FEET; THENCE
21 SOUTH 890 48' 00" WEST, A DISTANCE OF 20.00 FEET; THENCE NORTH 000 12'
00" WEST, A DISTANCE OF 86.00 FEET; THENCE NORTH 890 48' 00" EAST, A
22 DISTANCE OF 228.00 FEET TO A POINT ON THE MOST EASTERLY LINE OF LOT 2
23 OF SAID TRACT NO. 1448; THENCE SOUTH 00" 12' 00" EAST, ALONG THE MOST
EASTERLY LINE OF SAID LOT 2 AND THE SOUTHERLY PROLONGATION THEREOF
24 TO THE POINT OF BEGINNING.
25 THIS DESCRIPTION IS COMPLIANT WITH PROVISIONS OF THE SUBDIVISION MAP
26 ACT AS EVIDENCED BY THAT CERTAIN CERTIFICATE OF COMPLIANCE NO. 99-23
(A) RECORDED FEBRUARY 05, 2001 AS INSTRUMENT NO. 2001-0014385 OF
27 OFFICIAL RECORDS OF SAID COUNTY.
28 APN: 472-060-30
EXHIBIT E-1
EXHIBIT E-2
1
2
3
Foos
4 n��k
�ssa2>
5
6
LIUN>I�l _ - — 5556
7 5544
5566
8
9
10
11
12
13
14 Not included
15 _
16
17
18 ■
19 L ri 1 [ 1 [ l 111 I t I I t t
�y
20
Unit
21
Address Square Footage Percentage
22
5542 1,111 3.36%
23 5544 1,426 4.31%
24 5556 1,793 5.42%
25 5558 2,444 7.39%
5560 2,780 8.41
26 5562 2,780 8.41
27 5564 2,684 8.12%
5566 18,033 54.56%
28 Total 33,051 100.00%
EXHIBIT E-2
1
EXHIBIT F
2
Estimated Cost Statement
3
(for illustrative purposes the following are 2024 estimates only)
4 Total Square Footage 32,675 sq ft
5
Tenant Square Footage 17,657 sq ft
6
7 Estimated Monthly Common Area Maintenance (CAM) Costs: $4,595.76
8
9 Estimated Year 3 Total: $55,149.07
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
F-1
1
Exhibit "F"
2 Estimated Year 1 Cost Breakdown of CAM Costs
3
(for illustrative purposes the following are estimates for calendar year 20241
4
Cost Item Estimated Total Applicable Estimated Annual
5
CAM %* Cost
6 INSURANCE $10,177.32 %54.04 $5,499.82
7
SECURITY $18,000.00 %54.04 laL27.20
8
ELECTRIC&GAS-common area lights $22,993.79 %54.04 $12,425.84
9
IRRIGATION WATER $5,881.21 %54.04 $3,178,21
10
JANITORIAL SERVICE $8,000.00 %54.04 $4,323.20
11
TREE TRIMMING $2,000.00 %54.04 ILQ80.80
12
LANDSCAPE UPGRADES 0.00 %54.04 0.00
13
GARDENING SERVICES $6,000.00 %54.04 3 242.40
14
GARDENING SUPPLIES/REPAIRS 0.00 %54.04 0.00
15
16 IRRIGATION REPAIRS 0.00 %54.04 0.00
17 LOT SWEEPING $4,000.00 %54.04 ia,161.60
18 LOT SEALING/STRIPING 0.00 %54.04 0.00
19 PRESSURE WASHING $1,500.00 %54.04 18110.60
20 PEST CONTROL I500.00 %54.04 JL70.20
21 ROOFING-CLEANING/MAINTENANCE I0.00 %54.04 0.00
22 ELECTRICAL/LIGHTING N/A %54.04 N/A
23 GENERAL REPAIR/MAINT. $7,000.00 %54.04 $3,782.80
24 PROPERTY MANAGEMENT $16,000.00 54.04 8,646.40
25 *CAM Percentage subject to change depending on tenants directly paving or providing for certain services/costs.
26 LESSEE'S ESTIMATED PROPORTIONATE SHARE OF TOTAL ANNUAL EXPENSES:
27 $55,149.07
28 LESSEE'S ESTIMATED PROPORTIONATE SHARE OF MONTHLY EXPENSES: $4,595.76
These costs will begin upon approval of this Amendment.
F-2