HomeMy WebLinkAboutL - 367 - Sanger Ag Lease Executed.pdf Docusign Envelope ID:CB6DF716-F5F1-4245-8606-CEIBEC5EA64C
1 LEASE AGREEMENT
2 This Lease Agreement ("Agreement") is dated ,I �, ZaZ�' and is between
3 Kin Win Development, LLC ("Lessor"), and the County of Fresno, a political subdivision of the
4 State of California ("Lessee").
5 Article 1
6 Leased Premises
7 1.1 Leased Premises. The Lessor hereby leases to the Lessee the office space at
8 the location commonly known as 2570 Jensen Ave., Suite 103, Sanger, CA 93657 (the
9 "Premises"). The Lessor shall provide natural gas, electricity and janitorial services at the
10 Premises. The Lessor represents that the Premises is approximately 2,178 square feet as
11 shown in Exhibit 'A," which also includes the legal description of the Premises.
12 1.2 Covenants. The Lessor covenants that the Premises are in compliance with all
13 applicable laws, ordinances and regulations, including but not limited to safety regulations,
14 health and building codes, including, without limitation, the Americans with Disabilities Act
15 and that the Premises shall remain in such compliance throughout the term of this
16 Agreement.
17 1.3 Compliance with Laws. The Lessor shall, at its own cost, comply with all
18 applicable federal, state, and local laws and regulations in the performance of its
19 obligations under this Agreement, including but not limited to workers compensation, labor,
20 and confidentiality laws and regulations.
21 Article 2
22 Lessee's Responsibilities
23 2.1 The Lessee shall use the Premises as Fresno County Agriculture Department
24 office space. The Lessee agrees to comply with applicable laws, ordinances and
25 regulations in connection with such use.
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1 Article 3
2 Rent, Invoices, and Payments
3 3.1 The Lessee agrees to pay, and the Lessor agrees to receive, rent for the use of
4 its Premises under this Agreement and as described in Exhibit B to this Agreement,
5 entitled "Rent Schedule."
6 3.2 Maximum Rent. The maximum Rent payable to the Lessor under this
7 Agreement is $111,600.00, pursuant to the Rent Schedule referred to in Section 3.1. The
8 Lessor acknowledges that the Lessee is a local government entity and does so with notice
9 that the Lessee's powers are limited by the California Constitution and by State law, and
10 with notice that the Lessor may receive rent according to the terms of this Agreement and
11 while this Agreement is in effect, and subject to the maximum amount payable under this
12 section. The Lessor further acknowledges that Lessee employees have no authority to pay
13 the Lessor except as expressly provided in this Agreement.
14 3.3 Payment. The Lessee shall pay rent for each month on the first day of each
15 month.
16 3.4 Incidental Expenses. The Lessor is solely responsible for all of its costs and
17 expenses that are not specified as payable by the Lessee under this Agreement.
18 3.5 Utilities. The Lessee shall directly pay for those metered costs for its use of
19 natural gas, water, electricity, garbage, sewer, janitorial services, and all costs associated
20 with phone services at the Premises.
21 Article 4
22 Term of Agreement
23 4.1 Term. This Agreement is effective o ,, X— 1, 2025 and terminates on
24 , 2030.
25 4.2 Extension. RESERVED
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1 Article 5
2 Notices
3 5.1 Contact Information. The persons and their addresses having authority to
4 give and receive notices provided for or permitted under this Agreement include the
5 following:
6
For the Lessee:
7 Director of the General Services Department
County of Fresno
8 333 W. Pontiac Way
Clovis, CA 93612
9 ISDContracts@fresnocountyca.gov
10 For the Lessor:
Kin Win Development, LLC Dan Cheney &Associates,
11 1955 Bergen Ct. Inc.
Kingsburg, CA 93631 1700 Jensen Ave, Suite 102
12 [email] [Sanger, CA 93657
[phone] propertymgt.dc@gmal.com
13 559-875-7521
14 6.2 Change of Contact Information. Either party may change the information in
15 section 5.1 by giving notice as provided in section 5.3.
16 6.3 Method of Delivery. Each notice between the Lessee and the Lessor provided
17 for or permitted under this Agreement must be in writing, state that it is a notice provided
18 under this Agreement, and be delivered either by personal service, by first-class United
19 States mail, by an overnight commercial courier service, or by Portable Document Format
20 (PDF) document attached to an email.
21 (A) A notice delivered by personal service is effective upon service to the recipient.
22 (B) A notice delivered by first-class United States mail is effective three Lessee
23 business days after deposit in the United States mail, postage prepaid, addressed to the
24 recipient.
25 (C)A notice delivered by an overnight commercial courier service is effective one
26 Lessee business day after deposit with the overnight commercial courier service,
27 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
28 the recipient.
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1 (D)A notice delivered by PDF document attached to an email is effective when
2 transmission to the recipient is completed (but, if such transmission is completed outside
3 of Lessee business hours, then such delivery is deemed to be effective at the next
4 beginning of a Lessee business day), provided that the sender maintains a machine
5 record of the completed transmission.
6 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
7 nothing in this Agreement establishes, waives, or modifies any claims presentation
8 requirements or procedures provided by law, including the Government Claims Act
9 (Division 3.6 of Title 1 of the Government Code, beginning with section 810).
10 Article 6
11 Termination and Suspension
12 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
13 contingent on the approval of funds by the appropriating government agency. If sufficient
14 funds are not allocated, then the Lessee, upon at least 30 days' advance written notice to
15 the Lessor, may:
16 (A) Modify the services provided by the Lessor under this Agreement; or
17 (B) Terminate this Agreement.
18 6.2 Termination for Breach.
19 (A) Upon determining that a breach (as defined in paragraph (C) below) has
20 occurred, the Lessee may give written notice of the breach to the Lessor. The written
21 notice may suspend performance under this Agreement and must provide at least 30
22 days for the Lessor to cure the breach.
23 (B) If the Lessor fails to cure the breach to the Lessee's satisfaction within the time
24 stated in the written notice, the Lessee may terminate this Agreement immediately.
25 (C) For purposes of this section, a breach occurs when, in the determination of the
26 Lessee, the Lessor has:
27 (1) Obtained or used funds illegally or improperly;
28 (2) Failed to comply with any part of this Agreement;
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1 (3) Submitted a substantially incorrect or incomplete report to the Lessee; or
2 (4) Improperly performed any of its obligations under this Agreement.
3 6.3 Termination without Cause. In circumstances other than those set forth
4 above, the Lessee may terminate this Agreement by giving at least 30 days advance
5 written notice to the Lessor.
6 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the
7 Lessee under this Article 6 is without penalty to or further obligation of the Lessee.
8 6.5 Lessee's Rights upon Termination. Upon termination for breach under this
9 Article 6, the Lessee may demand repayment by the Lessor of any monies disbursed to
10 the Lessor under this Agreement that, in the Lessee's sole judgment, were not expended
11 in compliance with this Agreement. The Lessor shall promptly refund all such monies upon
12 demand. This section survives the termination of this Agreement.
13 Article 7
14 Independent Lessor
15 7.1 Status. In performing under this Agreement, the Lessor, including its officers,
16 agents, employees, and volunteers, is at all times acting and performing as an
17 independent Lessor, in an independent capacity, and not as an officer, agent, servant,
18 employee, joint venturer, partner, or associate of the Lessee.
19 7.2 Verifying Performance. The Lessee has no right to control, supervise, or
20 direct the manner or method of the Lessor's performance under this Agreement, but the
21 Lessee may verify that the Lessor is performing according to the terms of this Agreement.
22 7.3 Benefits. Because of its status as an independent contractor, the Lessor has
23 no right to employment rights or benefits available to Lessee employees. The Lessor is
24 solely responsible for providing to its own employees all employee benefits required by
25 law. The Lessor shall save the Lessee harmless from all matters relating to the payment of
26 Lessor's employees, including compliance with Social Security withholding and all related
27 regulations.
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1 7.4 Services to Others. The parties acknowledge that, during the term of this
2 Agreement, the Lessor may provide services to others unrelated to the Lessee.
3 Article 8
4 Insurance
5 8.1 The Lessor shall comply with all the insurance requirements in Exhibit D to this
6 Agreement.
7 Article 9
8 Inspections, Audits, and Public Records
9 9.1 Inspection of Documents. The Lessor shall make available to the Lessee,
10 and the Lessee may examine at any time during business hours and as often as the
11 Lessee deems necessary, all of the Lessor's records and data with respect to the matters
12 covered by this Agreement, excluding attorney-client privileged communications. The
13 Lessor shall, upon request by the Lessee, permit the Lessee to audit and inspect all of
14 such records and data to ensure the Lessor's compliance with the terms of this
15 Agreement.
16 9.2 State Audit Requirements. If the compensation to be paid by the Lessee
17 under this Agreement exceeds $10,000, the Lessor is subject to the examination and audit
18 of the California State Auditor, as provided in Government Code section 8546.7, for a
19 period of three years after final payment under this Agreement. This section survives the
20 termination of this Agreement.
21 9.3 Public Records. The Lessee is not limited in any manner with respect to its
22 public disclosure of this Agreement or any record or data that the Lessor may provide to
23 the Lessee. The Lessee's public disclosure of this Agreement or any record or data that
24 the Lessor may provide to the Lessee may include but is not limited to the following:
25 (A) The Lessee may voluntarily, or upon request by any member of the public or
26 governmental agency, disclose this Agreement to the public or such governmental
27 agency.
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1 (B) The Lessee may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose to the public or such governmental agency any record or
3 data that the Lessor may provide to the Lessee, unless such disclosure is prohibited by
4 court order.
5 (C)This Agreement, and any record or data that the Lessor may provide to the
6 Lessee, is subject to public disclosure under the Ralph M. Brown Act (California
7 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
8 (D)This Agreement, and any record or data that the Lessor may provide to the
9 Lessee, is subject to public disclosure as a public record under the California Public
10 Records Act(California Government Code, Title 1, Division 10, Chapter 3, beginning
11 with section 7920.200) ("CPRA").
12 (E) This Agreement, and any record or data that the Lessor may provide to the
13 Lessee, is subject to public disclosure as information concerning the conduct of the
14 people's business of the State of California under California Constitution, Article 1,
15 section 3, subdivision (b).
16 (F) Any marking of confidentiality or restricted access upon or otherwise made with
17 respect to any record or data that the Lessor may provide to the Lessee shall be
18 disregarded and have no effect on the Lessee's right or duty to disclose to the public or
19 governmental agency any such record or data.
20 9.4 Public Records Act Requests. If the Lessee receives a written or oral request
21 under the CPRA to publicly disclose any record that is in the Lessor's possession or
22 control, and which the Lessee has a right, under any provision of this Agreement or
23 applicable law, to possess or control, then the Lessee may demand, in writing, that the
24 Lessor deliver to the Lessee, for purposes of public disclosure, the requested records that
25 may be in the possession or control of the Lessor. Within five business days after the
26 Lessee's demand, the Lessor shall (a) deliver to the Lessee all of the requested records
27 that are in the Lessor's possession or control, together with a written statement that the
28 Lessor, after conducting a diligent search, has produced all requested records that are in
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1 the Lessor's possession or control, or (b) provide to the Lessee a written statement that
2 the Lessor, after conducting a diligent search, does not possess or control any of the
3 requested records. The Lessor shall cooperate with the Lessee with respect to any Lessee
4 demand for such records. If the Lessor wishes to assert that any specific record or data is
5 exempt from disclosure under the CPRA or other applicable law, it must deliver the record
6 or data to the Lessee and assert the exemption by citation to specific legal authority within
7 the written statement that it provides to the Lessee under this section. The Lessor's
8 assertion of any exemption from disclosure is not binding on the Lessee, but the Lessee
9 will give at least 10 days' advance written notice to the Lessor before disclosing any record
10 subject to the Lessor's assertion of exemption from disclosure. The Lessor shall indemnify
11 the Lessee for any court-ordered award of costs or attorney's fees under the CPRA that
12 results from the Lessor's delay, claim of exemption, failure to produce any such records, or
13 failure to cooperate with the Lessee with respect to any Lessee demand for any such
14 records.
15 Article 10
16 Disclosure of Self-Dealing Transactions
17 10.1 Applicability. This Article 11 applies if the Lessor is operating as a corporation
18 or changes its status to operate as a corporation.
19 10.2 Duty to Disclose. If any member of the Lessor's board of directors is party to a
20 self-dealing transaction, he or she shall disclose the transaction by completing and signing
21 a "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting
22 it to the Lessee before commencing the transaction or immediately after.
23 10.3 Definition. "Self-dealing transaction" means a transaction to which the Lessor
24 is a party and in which one or more of its directors, as an individual, has a material
25 financial interest.
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1 Article 11
2 General Terms
3 11.1 Maintenance. The Lessor shall be responsible for the structural condition of
4 the Premises and for all exterior and interior maintenance, including, but not limited to, the
5 air condition, heating, electrical, windows, plumbing, roof, floor coverings, painting and
6 graffiti removal, fire/life-safety systems including, but not limited to, fire suppression
7 systems and alarms and smoke/fire alarm systems, landscaping, and parking lot, and
8 replacing lighting. The Lessor covenants that the Premises shall be maintained in
9 substantially the same condition as that existing at the commencement of this Agreement.
10 11.2 Signage. Lessee at its sole cost, shall have the right to install or place signs, or
11 other advertising material in or about the Premises or the building and may remove them,
12 provided that the Lessee obtains Lessor's consent for exterior signs. This consent shall
13 not be unreasonably withheld, conditioned, or delayed provided that all signage complies
14 with Lessor's sign criteria and that signs are in compliance with applicable laws and
15 regulations
16 11.3 Breach of Obligation to Maintain. In the event the Lessor breaches its
17 obligation to maintain the Premises as herein provided, the Lessee may give written notice
18 to the Lessor within 15 days of the discovery of such breach. The Lessor shall then have
19 30 days from the date of notice to cure its breach. If the period for cure expires and if, in
20 the Lessees' reasonable determination, the Lessor has failed to cure, then the Lessee
21 may, at their election:
22 (A) Terminate this Agreement as herein after provided. In such case, the Lessee
23 shall have the right to demand the Lessor refund any monies which, in the judgement of
24 the Lessee, were paid to the Lessor pursuant to the Agreement but which were not
25 earned by the Lessor by consequence of its breach. Upon receipt of such demand, the
26 Lessor shall promptly refund all such monies; or
27 (B) Cure the Lessor's breach and deduct the cost of such cure, together with
28 reasonable administrative costs, from the Lessees'future rent obligation. The Lessee's
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1 decision to cure the Lessor's breach shall not constitute a waiver of any rights or
2 remedies that Lessee may have arising from this Agreement or by operation of law.
3 11.4 Destruction or Damage from Casualty. If the Premises are damaged or
4 destroyed as a result of fire, earthquake, act of God, or any other identifiable event of a
5 sudden, unexpected, or unusual nature (hereinafter"Casualty"), then the Lessor shall
6 either promptly and diligently repair the damage at its own cost, or terminate the
7 Agreement as hereinafter provided.
8 (A) If the Lessor elects to repair the Casualty damage to the Premises, then it shall
9 within 30 days after the date of Casualty provide written notice (hereinafter"Notice of
10 Repair") to the Lessee indicating the anticipated time required to repair. The Lessor shall
11 bear the cost of all repairs to the Premises, including the cost to repair any alteration or
12 fixtures installed or attached thereto by the Lessee. Such repairs shall restore the
13 Premises to substantially the same condition as the existing at the commencement of
14 this Agreement and shall be made in compliance with all applicable state and local
15 building codes. The Lessor shall not be liable to the Lessee for compensation for any
16 loss of business, or any inconvenience or annoyance arising from repair of the Premises
17 as a result of the Casualty except for rent reduction as hereinafter provided. The Lessee
18 shall be responsible at its sole cost and expense for the replacement of its personal
19 property.
20 (B) The Lessor may only elect to terminate the Agreement due to Casualty if: the
21 Premises have been destroyed or substantially destroyed by said Casualty; and the
22 estimated time to repair the Premises exceeds 240 days from the date of the Casualty.
23 The Lessor shall provide the Lessee with written notice of its election to terminate within
24 30 days after the date of Casualty.
25 (C) In the event of Casualty, the Lessee's obligation to pay rent shall be reduced
26 beginning on the date of the Casualty. Such reduction shall be proportional to the
27 damage caused to the Premises by the Casualty as determined by the Lessee. If the
28 Lessor elects to repair the Premises pursuant to the terms of this Agreement, then the
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1 rent reduction shall continue until the date of the local governing body issuing a safe to
2 stock certificate for the Premises.
3 (D) If the Lessee does not receive a Notice of Repair from Lessor within 30 days
4 after a Casualty, or if the anticipated period of repair contained in the Notice of Repair
5 exceeds 240 days, then the Lessee may elect to terminate this Agreement as hereinafter
6 provided. In such case, the Lessee shall have the right to demand that the Lessor refund
7 any monies which, in the judgment of the Lessee, were paid to the Lessor pursuant to
8 the Agreement but which were not earned by the Lessor by consequence of the
9 Casualty. Upon receipt of such demand, the Lessor shall promptly refund all such
10 monies.
11 11.5 Surrender of Possession. Upon the expiration or termination of this
12 Agreement, the Lessee will surrender the Premises to Lessor in such condition as that
13 existing at the commencement of this Agreement, less reasonable wear and tear, less the
14 effects of any Casualty as herein defined, and less the effects of any breach of the
15 Lessor's covenant to maintain. The Lessee will not be responsible for any damage with the
16 Lessee is not obligated here under to repair.
17 11.6 Fixtures. The Lessor agrees that any equipment, fixtures or apparatus
18 installed in or on the Premises by the Lessor shall continue to be the property of that
19 governmental entity and may be removed by that governmental entity at any time. The
20 respective governmental entity shall repair damage caused by the removal of its fixtures.
21 Any fixtures not removed with the Lessee surrender possession shall become the property
22 of the Lessor.
23 11.7 Right of Entry. The Lessor, or its representative(s), upon twenty-four(24) hour
24 notice, shall have the right to enter the Premises at any time during business hours, or at
25 such other time as the Lessee deems appropriate, to make any alterations, repairs or
improvements to the Premises. The normal business of the Lessee or its invitees shall not
26 be unnecessarily inconvenienced. In the event of an emergency, the Lessor may enter the
27 Premises at any time without giving prior notice to the Lessee.
28 11.8 Estoppel Certificate. Lessee shall, at any time upon not less than sixty(60)
days' prior written request by Lessor, execute, acknowledge and deliver to Lessor a
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1 written estoppel certificate, in a form reasonably satisfactory to Lessor, certifying that this
2 Lease is unmodified and in full force and effect (or, if there have been modifications, that
3 the same is in full force and effect as modified and stating the modifications) and, if
applicable, the dates to which the monthly rent and any other charges have been paid in
4
advance. Any such statement delivered pursuant to this Section 12.9 may be relied upon
5 by third persons, including a prospective purchaser or encumbrancer of the Premises.
6 11.9 Subordination, Non-Disturbance, and Attornment. If after the Effective
7 Date, Lessor desires to obtain a loan from a bank(the"Bank") and thereby encumber
8 the Premises with a deed of trust f"Deed of Trust"), the Parties agree, and Lessor shall
cause the Bank, as beneficiary of the Deed of trust, to agree, to enter into a
9 Subordination, Non-Disturbance, and Attornment Agreement("SNDA") in form and
10 substance reasonably acceptable to Lessee, Lessor, and the Bank. The agreed-upon
11 SNDA shall include the following terms, generally outlined below, which outline not an
12 exhaustive list of terms, or the specific terms, for the agreed-upon SNDA:
13 (A) This Lessee shall subordinate the priority of this Lease to the Deed of Trust;
14 (B) In the event of a foreclosure of the Deed of Trust, or a transfer of the Real
15 Property in lieu thereof or in any other manner whereby Bank or its successors-in-
16 interest succeed to the interest of Lessor under this Lease, so long as there shall then
17 exist no breach or event of default by Lessee under this Lease which has continued to
18 exist for such period of time (after notice, if any, required by this Lease) as would
19 entitle Lessor to terminate this Lease: (a)this Lease, including the leasehold interest
20 of Lessee hereunder shall not be disturbed or otherwise adversely affected by reason
21 of such foreclosure or transfer of the Real Property in lieu thereof or in any other
22 manner;(b) other than as set forth in the SNDA, none of Lessee's rights and interest
23 under this Lease, shall be affected in any way by reason of any default under the
24 Deed of Trust, and this Lease shall continue in full force and effect; (c) Bank and its
25 successors-in-interest shall recognize and accept Lessee as the lessee under this
26 Lease, subject to the terms and conditions of this Lease as modified by the SNDA;
27 (d)the Bank and its successors-in-interest as lessor under this Lease, shall have all
28 of the rights and obligations of Lessor under this Lease (provided that neither Bank
nor such successors-in-interest shall be liable for any act or omission of Lessor as the
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1 prior lessor under this Lease, except that Lessee shall be entitled to exercise all of its
2 rights and remedies under this Lease with respect to continuing defaults hereunder
3 resulting from the acts or omissions of Lessor arising after Bank, or its successor-in-
4 interest, has received Lessee's notice to Bank, or its successor-in-interest, with
5 respect to such defaults and has not, after a reasonable opportunity to cure, under
6 the SNDA cured the same under the SNDA; (e) Bank shall not join Lessee as a
7 party defendant in any action or foreclosure proceeding unless such joinder is with
8 respect to this Lease, including the Real Property, and required by law to foreclose
9 the Deed of Trust, then only for such purpose and not for the purpose of terminating
10 this Lease; and (g) Lessee shall to attorn to the Bank, and its transferee, as if the
11 Bank and such transferee were Lessor under this Lease;
12 (C)Upon Lessee's receipt of written demand from Bank, which shall include
13 notice of same has been given in writing to Lessor, that Bank has elected to
14 terminate the license granted to Lessor to collect Rents from Lessee under this
15 Lease, as provided in the Deed of Trust, and directing Lesse to make payment
16 thereof directly to Bank, (a) Lesse shall, for any Rents due and payable thirty(30)
17 days thereafter, comply with such written demand and direction to pay and shall not
18 be required to determine whether Lessor is in default under any obligations to Bank,
19 or to honor any conflicting demand from Lessor, and (b) Lessee shall be entitled to
20 full credit under this Lease for any Rents paid to Bank in accordance with such
21 written demand and direction to the same extent as if such Rents were paid directly
22 to Lessor;
23 Any disputes between or among the Bank, including its successors-in-interest, and Lessor
24 shall be dealt with and adjusted solely between or among the Bank, including its including
25 its successors-in-interest, and Lessor. (D)The SNDA shall be governed by California law.
26 11.10 Modification. Except as provided in Article 6, "Termination and Suspension,"
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this Agreement may not be modified, and no waiver is effective, except by written
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1 agreement signed by both parties. The Lessor acknowledges that Lessee employees have
2 no authority to modify this Agreement except as expressly provided in this Agreement.
3 11.11 Non-Assignment. Neither party may assign its rights or delegate its
4 obligations under this Agreement without the prior written consent of the other party.
5 11.12 Governing Law. The laws of the State of California govern all matters arising
6 from or related to this Agreement.
7 11.13 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
8 County, California. The Lessor consents to California jurisdiction for actions arising from or
9 related to this Agreement, and, subject to the Government Claims Act, all such actions
10 must be brought and maintained in Fresno County.
11 11.14 Construction. The final form of this Agreement is the result of the parties'
12 combined efforts. If anything in this Agreement is found by a court of competent
13 jurisdiction to be ambiguous, that ambiguity shall not be resolved by construing the terms
14 of this Agreement against either party.
15 11.15 Days. Unless otherwise specified, "days" means calendar days.
16 11.16 Headings. The headings and section titles in this Agreement are for
17 convenience only and are not part of this Agreement.
18 11.17 Severability. If anything in this Agreement is found by a court of competent
19 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement
20 remains in effect, and the parties shall make best efforts to replace the unlawful or
21 unenforceable part of this Agreement with lawful and enforceable terms intended to
22 accomplish the parties' original intent.
23 11.18 No Waiver. Payment, waiver, or discharge by the Lessee of any liability or
24 obligation of the Lessor under this Agreement on any one or more occasions is not a
25 waiver of performance of any continuing or other obligation of the Lessor and does not
26 prohibit enforcement by the Lessee of any obligation on any other occasion.
27 11.19 Entire Agreement. This Agreement, including its exhibits, is the entire
28 agreement between the Lessor and the Lessee with respect to the subject matter of this
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1 Agreement, and it supersedes all previous negotiations, proposals, commitments, writings,
2 advertisements, publications, and understandings of any nature unless those things are
3 expressly included in this Agreement. If there is any inconsistency between the terms of
4 this Agreement without its exhibits and the terms of the exhibits, then the inconsistency will
5 be resolved by giving precedence first to the terms of this Agreement without its exhibits,
6 and then to the terms of the exhibits.
7 11.20 No Third-Party Beneficiaries. This Agreement does not and is not intended to
8 create any rights or obligations for any person or entity except for the parties.
9 11.23 Authorized Signature. The Lessor represents and warrants to the Lessee
10 that:
11 (A) The Lessor is duly authorized and empowered to sign and perform its obligations
12 under this Agreement.
13 (B) The individual signing this Agreement on behalf of the Lessor is duly authorized
14 to do so and his or her signature on this Agreement legally binds the Lessor to the terms
15 of this Agreement.
16 11.24 Force Majeure. The Parties shall not be liable for any failure or delay in the
17 performance of their respective obligations hereunder caused by forces beyond its
18 reasonable control, including, but not limited to the following, acts of God, nature or war;
19 riots; pandemics; (each an event of"force majeure"), provided however, (a) as soon as
20 commercially practicable after the occurrence of any such event of force majeure, the
21 party claiming an event of force majeure shall promptly provide written notice thereof to
22 the other party and in such notice shall give reasonably full particulars concerning the
23 nature, scope and anticipated duration of the event of force majeure, and unless such
24 party gives notice of the cessation, or extension, of the occurrence of the event of force
25 majeure, the event of force majeure shall be deemed to have ceased as of the date in
26 such notice, or subsequent notice for the same event, of force majeure, and (b) an event
27 of force majeure will in no event include economic hardship, or acts, omissions,
28 circumstances, or events caused by, or through, a third party that is under contract with a
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Docusign Envelope ID:CB6DF716-F5F1-4245-8606-CE1BEC5EA64C
1 party where and to the extent that the acts, omissions, circumstances, or events caused
2 by, or through, the third party could have been avoided by commercially-reasonable,
3 timely, and diligent management or administration of the third party's performance of its
4 contractual obligations and duties under its contract by the party to such contract.
5 11.25 Counterparts. This Agreement may be signed in counterparts, each of which
6 is an original, and all of which together constitute this Agreement.
7 11.26 Electronic Signatures. The parties agree that this Agreement maybe
8 executed by electronic signature as provided in this section.
9 (A) An "electronic signature" means any symbol or process intended by an individual
10 signing this Agreement to represent their signature, including but not limited to (1) a
11 digital signature; (2) a faxed version of an original handwritten signature; or(3) an
12 electronically scanned and transmitted (for example by PDF document) version of an
13 original handwritten signature.
14 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
15 equivalent to a valid original handwritten signature of the person signing this Agreement
16 for all purposes, including but not limited to evidentiary proof in any administrative or
17 judicial proceeding, and (2) has the same force and effect as the valid original
18 handwritten signature of that person.
19 (C)The provisions of this section satisfy the requirements of Civil Code section
20 1633.5, subdivision (b), in the Uniform Electronic Transaction Act(Civil Code, Division 3,
21 Part 2, Title 2.5, beginning with section 1633.1).
22 (D) Each party using a digital signature represents that it has undertaken and
23 satisfied the requirements of Government Code section 16.5, subdivision (a),
24 paragraphs (1) through (5), and agrees that each other party may rely upon that
25 representation.
26 (E) This Agreement is not conditioned upon the parties conducting the transactions
27 under it by electronic means and either party may sign this Agreement with an original
28 handwritten signature.
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1 [SIGNATURE PAGE FOLLOWS]
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Docusign Envelope ID:CB6DF716-F5F1-4245-8606-CE1BEC5EA64C
1 The parties are signing this Agreement on the date stated in the introductory clause.
2 KIN WIN DEVELOPMENT, LLC COUNTY OF FRESNO
DocuSloned by:
3
"P 117ong, CEO
4 1955 Bergen Ct RayrrVond T. F46nter
Kingsburg, CA 93631 Director of the General Servies Department
5 DocuSigned by:
6 [//IA APPROVED AS TO LEGAL FORM
Dec eng Wu, Manager Daniel C. Cederborg, County CotAnsel
7 1955 Bergen Ct
Kingsburg, CA 93631 By-
8 Deputy
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APPROVED AS TO ACCOUNTING FORM
10 Oscar J. Garcia, CPA
Auditor-Controller/Treas rer-Tax Collectpr
11 '�
By: � C
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13 For accounting use only:
14 Org No.:4010
Account No.: 7340
15 Fund No.: pc�;'o 1
Subclass No.: i ncDoc
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Docusign Envelope ID:CB6DF716-F5F1-4245-8606-CE1BEC5EA64C
Exhibit A
1 Leased Premises
2 - - - -
cu
3 ,
4 14O
6
710
• I
• 4F / '
1
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AL14
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17 Mr. p -s
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19 _ fr
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Legal Description
23 APN/Parcel ID: 409-040-67
24
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THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FRESNO, COUNTY OF
26 FRESNO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
27 Parcels B and C of Parcel Map No. 74-05, in the City of Fresno, County of Fresno, State of California,
according to the map thereof recorded April 23, 1974 in Book 12 of Parcel Maps, at Page 59, Fresno
28 County Records.
A-1
Docusign Envelope ID:CB6DF716-F5F1-4245-8606-CEIBEC5EA64C
Exhibit B
Rent Schedule
Year Base Rent Monthly
1 $1,860.00
2 $1,860.00
3 $1,860.00
4 $1,860.00
5 $1,860.00
B-1
Docusign Envelope ID:CB6DF716-F5F1-4245-8606-CEIBEC5EA64C
Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the Lessee of Fresno ("Lessee"), members of a
Lessor's board of directors ("Lessee Lessor"), must disclose any self-dealing transactions that
they are a party to while providing goods, performing services, or both for the Lessee. 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 used 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 member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
Lessee. 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
Docusign Envelope ID:CB6DF716-F5F1-4245-8606-CE1BEC5EA64C
Exhibit C
(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§ 6233 (a)
(6)Authorized Signature
Signature: Date:
C-2
Docusign Envelope ID:CB6DF716-F5F1-4245-8606-CE1BEC5EA64C
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the Lessee's right to obtain indemnification from the Lessor or any third parties,
the Lessor, at its sole expense, shall maintain in full force and effect the following insurance
policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial General Liability Insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million ($4,000,000). This policy shall be issued on a per occurrence basis. Lessee
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.
i. Property Insurance—Against all risk of loss to property, at full replacement
cost with no coinsurance penalty provision.
ii. Rental Interruption or Loss Insurance—A policy of rental interruption or
rental loss insurance against loss, total, or partial, of the use and occupancy
of the Premises, in an amount sufficient to pay Rent hereunder for a twenty-
four (24) month period, as a result of any of the hazards covered by the
insurance policy required under Section 1(A)(i) hereof.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation.Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Lessor signs this Agreement, and at
any time during the term of this Agreement as requested by the Lessee's Risk Manager
or the County Administrative Office, the Lessor shall deliver, or cause its broker or
producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th Floor,
Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by mail or
email to the person identified to receive notices under this Agreement, certificates of
insurance and endorsements for all of the coverages required under this Agreement.
(i) Each insurance certificate must state that: (1)the insurance coverage has been
obtained and is in full force; (2)the Lessee, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the Lessor
has waived its right to recover from the Lessee, its officers, agents, employees,
and volunteers any amounts paid under any insurance policy required by this
Agreement and that waiver does not invalidate the insurance policy.
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Docusign Envelope ID:CB6DF716-F5F1-4245-8606-CEIBEC5EA64C
Exhibit D
(ii) The commercial general liability insurance certificate must state that the
coverage shall apply as primary insurance and any other insurance, or self-
insurance, maintained by the Lessee shall be excess only and not contributing
with insurance provided under the Lessor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VII.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Lessor shall provide to the Lessee, or ensure that the policy requires the
insurer to provide to the Lessee, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Lessor shall, or shall cause the insurer to, provide written notice to the
Lessee not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Lessor shall, or shall
cause the insurer to, provide written notice to the Lessee not less than 30 days in
advance of cancellation or change. The Lessee in its sole discretion may determine that
the failure of the Lessor or its insurer to timely provide a written notice required by this
paragraph is a breach of this Agreement.
(D) Lessee's Entitlement to Greater Coverage. If the Lessor has or obtains insurance with
broader coverage, higher limits, or both, than what is required under this Agreement,
then the Lessee requires and is entitled to the broader coverage, higher limits, or both.
To that end, the Lessor shall deliver, or cause its broker or producer to deliver, to the
Lessee's Risk Manager certificates of insurance and endorsements for all of the
coverages that have such broader coverage, higher limits, or both, as required under
this Agreement.
(E) Waiver of Subrogation. The Lessor waives any right to recover from the Lessee, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Lessor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Lessor's waiver of subrogation under this paragraph is effective whether
or not the Lessor obtains such an endorsement.
(F) Lessee's Remedy for Lessor's Failure to Maintain. If the Lessor fails to keep in effect
at all times any insurance coverage required under this Agreement, the Lessee may, in
addition to any other remedies it may have, suspend or terminate this Agreement upon
the occurrence of that failure, or purchase such insurance coverage, and charge the cost
of that coverage to the Lessor. The Lessee may offset such charges against any
amounts owed by the Lessee to the Lessor under this Agreement.
(G)Subcontractors. The Lessor shall require and verify that all subcontractors used by the
Lessor to provide services under this Agreement maintain insurance meeting all
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Exhibit D
insurance requirements provided in this Agreement. This paragraph does not authorize
the Lessor to provide services under this Agreement using subcontractors.
D-3
MINUTES OF SPECIAL MEETING OF
KIN WIN DEVELOPMENT LLC
A California Limited Liability Company
The Members of KIN WIN DEVELOPMENT LLC, a California limited liability company
held a special meeting at 1955 Bergen Court, Kingsburg, State of California, on the date
indicated below.
DESIGNATION OF MANAGER AUTHORITY
The Members met and determined that DECHENG WU shall be the primary Manager
responsible for the purchase and sales of real estate property on behalf of the LLC. As
such, he shall be authorized to act as sole manager for decisions under this scope of
authority. The designation to authorize Decheng Wu as Sole Manager for real estate
matters was made with the unanimous consent and vote of the LLC Members.
RESOLVED, that DECHENG WU shall be authorized to act alone as the Sole
Manager for the purchase, sale, and all related real estate matters of the LLC.
RESOLVED, the unanimous vote of all LLC Mem ers is rec rded as follows:
Cho Fai Wong,Member
Ka Lok Wong, Member
1A
Si6 Nfui C6n-,1 Member L
-mw
cheng Wu,Member
ADJOURNMENT
There being no further business to come before the meeting, the meeting was duly
adjourned.
Dated:
cheng Wu, 9—ecretary