HomeMy WebLinkAboutAgreement A-20-091 with 380 Ashlan LLC.pdfL-347 /DSS
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COUNTY OF FRESNO
Fresno, California 1
LEASE AGREEMENT
THIS LEASE AGREEMENT (“Lease”) is made and entered into this_____ day of
_______________, 2020 (“Effective Date”), by and between 380 Ashlan LLC, a California
limited liability company, 2780 N. Miami Ave., Ste. 101, Fresno, CA 93727, (“LESSOR”), and
the COUNTY OF FRESNO, a political subdivision of the State of California, 333 W. Pontiac
Way, Clovis, CA 93612 (“LESSEE”). LESSOR and LESSEE may be referred to in this Lease
individually as a “Party” or collectively at times as the “Parties”.
1.PREMISES – LESSOR hereby leases to LESSEE the real property at the
location commonly known as 380 W. Ashlan Avenue, Clovis, CA 93612, which includes a
building containing approximately 138,290 square feet of office space (the “Building”),
together with surrounding common area parking, which comprises a portion of Fresno County
Assessor’s Parcel Number 493-170-33, as depicted on Attachment “A”, which is attached to
and incorporated by this reference (the “Premises”). LESSOR represents, covenants, and
warrants to LESSEE that prior to delivery of the Lessor Occupancy Notice (as defined below),
Lessor shall not permit any new mortgages, deeds of trust, leaseholds, pledges, conditions or
restrictions, liens or encumbrances against the Premises that are not already in existence,
with the exception of items permitted under Section 38, or other items that are expressly
subordinate to this Lease. Upon LESSEE’s receipt of the Lessor Occupancy Notice (as
defined below), and continuing thereafter and during the term of this Lease, LESSEE shall
have the right to record a memorandum of this Lease against the Premises in the official
records of the County Recorder (“Memorandum of Lease”).
2.TERM – The primary term of the Lease shall be for a period of nineteen (19)
years, and shall commence upon the earlier of (i) September 1, 2021, or (ii) the completion of
the Tenant Improvements by LESSOR, and after a building occupancy permit (or similar
permission to occupy) has been issued by the local governing agency (whichever occurs first,
between (i) and (ii), the “Rent Commencement Date”). LESSEE shall pay Base Rent and
Additional Rent, which the parties have previously determined to be fair market value, from
and after the Rent Commencement Date. The Rent Commencement Date, as set forth above,
25th
February
Agreement No. 20-091
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shall be acknowledged in a writing signed by LESSOR and LESSEE’s Director of Internal
Services (“Lessor Occupancy Notice”). It is understood by the Parties herein that LESSEE’s
primary term shall commence only after this written acknowledgement is executed, which
shall not be unreasonably withheld or delayed. The primary term set forth above and any
renewal term (if applicable) may be referred to hereinafter either singularly or collectively as
the “Term” or ‘term’.
3. RENT/OPERATION COSTS – LESSEE shall pay to LESSOR, on a monthly
basis, both Base Rent and Additional Rent (as both terms are defined herein). Base Rent and
Additional Rent shall be collectively referred to as the “Rent.”
i. Base Rent – LESSEE shall pay base rent on a monthly basis for the
Premises (“Base Rent”) beginning on the Rent Commencement Date, as
shown in the payment schedule below.
ii. ADDITIONAL RENT – In addition to the Base Rent, LESSEE shall pay on
a monthly basis as “Additional Rent” the annual operations costs for the
Premises to LESSOR, consisting of 100% of LESSOR’S actual out of
pocket cost for real estate taxes, insurance, and all maintenance-related
Rent Period Beginning Per Sq St Monthly Annual
September 1, 2021 $ 1.35 $ 186,691.50 $ 2,240,298.00
September 1, 2022 $ 1.40 $ 193,412.39 $ 2,320,948.73
September 1, 2023 $ 1.45 $ 200,375.24 $ 2,404,502.88
September 1, 2024 $ 1.50 $ 207,588.75 $ 2,491,064.99
September 1, 2025 $ 1.56 $ 215,061.94 $ 2,580,743.33
September 1, 2026 $ 1.61 $ 222,804.17 $ 2,673,650.09
September 1, 2027 $ 1.67 $ 230,825.12 $ 2,769,901.49
September 1, 2028 $ 1.73 $ 239,134.83 $ 2,869,617.94
September 1, 2029 $ 1.79 $ 247,743.68 $ 2,972,924.19
September 1, 2030 $ 1.86 $ 256,662.45 $ 3,079,949.46
September 1, 2031 $ 1.92 $ 265,902.30 $ 3,190,827.64
September 1, 2032 $ 1.99 $ 275,474.79 $ 3,305,697.43
September 1, 2033 $ 2.06 $ 285,391.88 $ 3,424,702.54
September 1, 2034 $ 2.14 $ 295,665.99 $ 3,547,991.83
September 1, 2035 $ 2.21 $ 306,309.96 $ 3,675,719.54
September 1, 2036 $ 2.29 $ 317,337.12 $ 3,808,045.44
September 1, 2037 $ 2.38 $ 328,761.26 $ 3,945,135.08
September 1, 2038 $ 2.46 $ 340,596.66 $ 4,087,159.94
September 1, 2039 $ 2.55 $ 352,858.14 $ 4,234,297.70
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expenses incurred by LESSOR allocable to the Premises (collectively,
“Operation Costs”), as listed in the Operating Budget attached as
Attachment “B,” and incorporated by this reference. Anticipated total
Operation Costs for September 1, 2021 through December 31, 2021 are
$413,210.52, as set forth in Attachment “B,” although the parties
acknowledge that Attachment “B” is simply an estimate for informational
purposes only, and that this estimate shall not be deemed or otherwise
construed as a representation, warranty or covenant by LESSOR as to
the actual Operation Costs for the 2021 calendar year. Based on the
foregoing estimate, beginning on the Rent Commencement Date,
LESSEE shall pay Additional Rent to LESSEE for each month or partial
month at the rate of $103,302.63 per month, unless LESSOR provides
LESSEE with a revised budget or a statement (as described herein)
showing that LESSOR’s actual Operation Costs have increased, at which
time LESSEE shall pay Additional Rent in accordance with LESSOR’s
revised budget estimate or statement.
Within 90 days after the end of each calendar year this Lease is in force, LESSOR
shall furnish to LESSEE a statement covering the calendar year just expired, showing by cost
category the actual Operation Costs incurred for that year, the monthly payments made by
LESSEE during that year for the Operation Costs, and the bills or records supporting each of
such costs and the allocations of such costs to LESSEE. If LESSEE’s share of the Operation
Costs exceeds LESSEE’s prior payments, LESSEE shall pay to LESSOR, as Additional Rent,
the deficiency, within 45 days after receipt of such annual statement and supporting
documentation. If LESSEE’s payments for the calendar year exceed LESSEE’s actual share
of the Operation Costs, and provided LESSEE is not in arrears as to the payment of any Base
Rent or Additional Rent, LESSEE shall offset the excess against any payments of Operation
Costs next due LESSOR.
4.UTILITIES
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LESSEE is responsible for contracting directly with the applicable utility provider, and
paying directly thereto for natural gas, water/sewer, garbage, telephone, and internet services
for the Premises, and any and all other utility services LESSEE requires in connection with its
use of the Premises.
Notwithstanding any of the foregoing, in the event LESSOR provides LESSEE with
solar energy or other alternative source of electricity (“LESSOR-provided electricity”),
LESSEE agrees to pay for LESSOR-provided electricity at the market rate that would have
been charged to LESSEE by the public utility offering electricity to the Premises, had such
public utility provided such electricity to LESSEE on a metered basis. LESSOR-provided
electricity shall be included as a component of Operation Costs payable monthly to LESSOR
as Additional Rent.
5. PARKING – Lessor shall ensure that upon occupancy there is sufficient
parking to comply with local municipal building and occupancy codes.
6. TENANT IMPROVEMENTS TO PREMISES/PAYMENT TERMS – LESSOR
shall construct tenant improvements (“Tenant Improvements”), as described in Attachment E,
attached and incorporated by reference. LESSOR shall use commercially-reasonable efforts
to ensure that Tenant Improvements are completed by September 1, 2021. Further, any
modifications to Attachment E or the final Tenant Improvement drawings, plans and
specifications after the execution of this First Amendment must be approved in writing by both
LESSOR and LESSEE’s Director of Social Services, or their respective designees, prior to
commencement of construction of such modifications, which approval shall not be
unreasonably withheld or delayed. If the modifications to Attachment E requested by the
LESSEE unreasonably delay the completion, or cause more than a variation of sixty-
thousand dollars ($60,000) in the cost of the Tenandt Improvements, then LESSEE shall be
responsible for the cost associated with those modifications including, but not limited to, the
Base Rent and Additional Rent that would become due absent the delay caused by such
modifications, as well as any construction, management, labor, material or equipment costs
that are incurred by LESSOR. LESSOR shall provide all labor, material and equipment for the
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completion of the above-described work in accordance with Attachment E and the final
Tenant Improvement drawings, plans and specifications.
LESSOR and LESSEE agree that the total cost for the Tenant Improvements shall not
exceed the sum of thirty-seven million and 00/100 dollars ($37,000,000.00). LESSEE shall
pay the costs of the Tenant Improvements in an amount not to exceed $37,000,000.00, plus
interest, upon completion of Tenant Improvements, or September 1, 2021, whichever is
earlier, as follows: LESSEE’S cost for Tenant Improvements shall be amortized over the
Term, with interest accruing at 8.5% percent per year, as described in Attachment F (the “TI
Rent”), attached and incorporated by this reference; however, LESSOR and LESSEE agree
that Attachment F is intended as a hypothetical amortization schedule, and will be replaced
with an amortization schedule reflecting computation based on the actual cost of the Tenant
Improvements. LESSEE shall make monthly payments to LESSOR for the TI Rent, which
shall be in addition to the Base Rent and Additional Rent.
7. MAINTENANCE AND REPAIRS – LESSOR shall be responsible for all
exterior and interior maintenance, including repair of air conditioning systems, heating units,
plumbing systems, electrical systems, elevators, and interior/exterior lights and fixture
ballasts, fire sprinkler system, roof, painting, flooring, landscape, parking, parking lot lighting,
pest control, bird control, administrative fees and other maintenance at the Premises, as set
forth in the Premises Services Agreement, attached as Attachment “C,” and incorporated by
this reference. LESSOR is also responsible for the structural condition of the Building, and
agrees that the Building will always be maintained in a condition acceptable for the LESSEE'S
intended use of the Premises. LESSOR’s maintenance responsibilities shall include carpet
replacement and exterior and interior painting, as needed, due to normal wear and tear. All
items of maintenance and repair as set forth in Attachment “C” shall be included as a
component of Operation Costs, payable monthly to LESSOR as Additional Rent.
In the event Building systems such as air conditioning or heating units malfunction,
restroom fixtures are not draining properly, water intrusion, leaks, or other events that
immediately impact the occupancy of the Premises by LESSEE occur, LESSOR shall
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respond within twenty-four (24) hours after contact by LESSEE to diligently pursue repairs
and replace equipment to restore the systems to full working order. Structural issues,
including but not limited to damaged doors, walls, roof, and windows shall be a priority, and
shall be addressed within the same day such are reported. LESSOR covenants that the
Premises shall be maintained in substantially the same condition as existing on the Rent
Commencement Date.
LESSEE shall be responsible for damages and repairs caused solely by LESSEE or
LESSEE’s employees, clients, contractors, or other invitees.
8. USE - LESSEE shall use the Premises as office space for its Department of
Social Services or for any other County department. LESSEE shall comply with all applicable
laws, ordinances and regulations in connection with such use.
Subject to Section 34, LESSOR covenants that: (i) as of the Rent
Commencement Date, the Premises shall be in compliance with all applicable local, state and
federal laws, ordinances and regulations, including but not limited to safety regulations, health
and building codes; and (ii) the Premises shall remain in such compliance throughout the
term of this LEASE, subject to LESSOR’s right to cure, pursuant to Section 12.
9. JANITORIAL SERVICES AND COST – LESSOR shall procure and provide
janitorial services and supplies at the Premises (“Janitorial Services”). Such Janitorial
Services shall be provided five (5) days per week, and shall include the services and supplies
as described in Attachment “C”. All such expenses for Janitorial Services shall be included as
a component of Operation Costs payable monthly to LESSOR as Additional Rent.
LESSOR and LESSEE may agree to select a different janitorial service to correct
deterioration in the quality of the janitorial service, or for any other reason mutually agreed
upon by the parties.
10. ALTERATIONS – LESSEE shall make no alterations, installation, changes, or
additions in or to the Premises or Building (collectively, “Alterations”) without written consent
from LESSOR. Alterations shall not include moveable office furniture, office furnishings, or
office equipment.
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11. INDEPENDENT CONTRACTOR – In performance of the work, duties and
obligations assumed by LESSOR under this Lease, if any, it is mutually understood and agreed
that LESSOR, including any and all of the LESSOR'S officers, agents, and employees will at all
times be acting and performing as an independent contractor, and shall act in an independent
capacity and not as an officer, agent, servant, employee, joint venture, partner, or associate of
the LESSEE. Furthermore, LESSEE shall have no right to control or supervise or direct the
manner or method by which LESSOR shall perform its work and function; provided, LESSOR
shall satisfy and comply with its obligations as set forth herein.
LESSOR and LESSEE shall comply with all applicable provisions of law and the rules
and regulations, if any, of governmental authorities having jurisdiction over matters the
subject thereof.
Because of its status as an independent contractor, LESSOR shall have absolutely no
right to employment rights and benefits available to LESSEE’S employees. LESSOR shall be
solely liable and responsible for providing to, or on behalf of, its employees all legally-required
employee benefits. In addition, LESSOR shall be solely responsible, and save LESSEE
harmless from, all matters relating to payment of LESSOR’S employees, including
compliance with Social Security withholding and all other law and regulations governing such
matters. It is acknowledged that during the term of this Lease, LESSOR may be providing
services to others unrelated to the LESSEE or to this Lease.
12. COMPLIANCE WITH ALL LAWS; PREVAILING WAGE – If any work is
undertaken at the Premises by or on behalf of LESSOR, LESSOR shall comply with, and
shall ensure compliance by all contractors and subcontractors with, all applicable laws and
regulations, including the payment of prevailing wages pursuant to Section 1770 et seq. of the
Labor Code.
It is LESSOR’s sole responsibility to ensure compliance with California Labor Code
§§1770-1780 and any regulations or directions promulgated thereunder by the DIR to the
extent legally applicable to said work. To the extent legally applicable to said work, LESSOR
shall insert in any contract with its contractor(s), and further shall require its contractor(s) to
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insert in any subcontract, the requirements contained in California Labor Code §§1770-1780.
LESSEE has made no representations upon which LESSOR has relied, and under no
circumstances shall LESSEE be responsible for any violation of any wage or employment
law, regulation or DIR requirement. Compliance with said laws, regulations and DIR
requirements is the sole responsibility of LESSOR and its contractor(s).
13. BREACH OF OBLIGATION TO MAINTAIN – In the event LESSOR breaches
its obligation to maintain the Premises as herein provided, LESSEE shall give written notice
to LESSOR within fifteen (15) days of the discovery of such breach. LESSOR shall then have
thirty (30) days from the date of such notice to cure its breach; however, if such default
continues beyond thirty (30) days after written notice thereof from LESSEE to LESSOR then
LESSOR will not be in default hereunder if within such thirty (30) day period, LESSOR
commences the curing of such default and diligently and in good faith prosecutes the same to
completion.
If the period for cure expires and if, in LESSEE'S sole and reasonable determination,
LESSOR has failed to cure, then LESSEE may cure LESSOR'S breach and deduct the cost
of such cure, together with reasonable administrative costs, from LESSEE'S future rent
obligation. LESSEE'S decision to cure LESSOR'S breach shall not constitute a waiver of any
rights or remedies that LESSEE may have arising from this Lease or by operation of law.
14. CONDEMNATION OR PROHIBITED USE – If a material portion of the
Premises, which for purposes of this Section 13 shall be deemed to be 30% or more of the
usable square footage of the Premises (a “Material Portion”), is appropriated, condemned, or
taken by any governmental authority or public agency other than LESSEE by use or exercise
of eminent domain proceedings or other proceedings, or any inverse condemnation, or is sold
under threat of use of exercise of eminent domain by any governmental authority or public
agency other than LESSEE, or by reason of law, ordinance, regulation, or court judgment,
LESSEE’s use or occupancy of the Premises, or any portion greater than 30% of the rentable
square footage, shall be materially and adversely affected for the period set forth in clause (i)
below, but excluding therefrom any day that is not a LESSEE business day (collectively
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“Condemnation or Prohibited Use”), then LESSEE shall have the right to do either of the
following:
(i) If the Condemnation or Prohibited Use is not a permanent taking, but has a
material adverse effect on LESSEE’s use and occupancy of the Premises such
that LESSEE cannot use the Premises in the ordinary course of business, then
Base Rent shall abate for the period that the Premises is not usable by
LESSEE. LESSEE shall be entitled to the value of any award attributable to
the loss of use of all or any portion of the Premises during such period of non-
use. Any taking with a proposed duration of over twenty-four (24) months shall
be deemed to be a permanent taking. If the Condemnation or Prohibited Use is
a permanent taking of a Material Portion of the Premises and has a material
adverse effect on LESSEE’s use and occupancy of the Premises, then
LESSEE may terminate this Lease by giving written notice thereof to LESSOR.
Such notice shall specify a date of termination of this Lease not less than one
hundred eighty (180) calendar days, and not more than two-hundred ten (210)
calendar days, from the date of such notice, or from the date that LESSEE’s
use of the Premises will be materially adversely affected pursuant to the notice
LESSEE receives from LESSOR of such appropriation, condemnation, taking,
or sale that shall prohibit LESSEE’s use or occupancy of the Premises, or the
affected part thereof, whichever is earlier. The County Administrative Officer or
the Director of Internal Services/Chief Information Officer, or a designee of one
of them, shall have the authority to provide such notice on behalf of LESSEE.
(ii) LESSEE may renegotiate with LESSOR with respect to the terms of any
amounts to be owed by LESSEE hereunder, including any portion or
installment of the Base Rent, when such are due and payable, and/or any
other amounts otherwise due and payable hereunder, for the remainder of
Premises not affected by such Condemnation or Prohibited Use during the
balance of the term of this Lease. Any such renegotiated terms of the Base
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Rent, and/or any other amounts otherwise to be due and payable herein shall
be sought in good faith and without unreasonable delay by the Parties, and
made only by written amendment, pursuant to Section 20, herein.
15. DESTRUCTION OR DAMAGE FROM CASUALTY – If the Premises are
damaged or destroyed as a result of fire, earthquake, act of God, or any other identifiable
event of a sudden, unexpected, or unusual nature ("Casualty"), then LESSOR shall either
promptly and diligently repair the damage at its own cost, or terminate this Lease as
hereinafter provided. If LESSOR obtains any proceeds from the Property Insurance Policy (as
defined in Section 16, herein) that are not otherwise payable to any mortgagee or beneficiary,
and this Lease is not terminated as a result of such Casualty pursuant to the terms hereof,
then LESSOR shall promptly apply all of such insurance proceeds toward the repair and
restoration of the Premises pursuant to LESSOR’s obligations under this Section 14.
(A) LESSOR'S Election to Repair: If LESSOR elects to repair the Casualty
damage to the Premises, then it shall, within fifteen (15) days after the date
of Casualty, or as soon as possible thereafter provide written notice ("Notice
of Repair") to LESSEE indicating the anticipated time required to repair.
LESSOR shall bear the cost of all repairs to the Premises, including the cost
to repair any alterations or fixtures installed or attached thereto by LESSEE.
Such repairs shall restore the Premises to substantially the same condition
as existing on the Rent Commencement Date; such repairs shall also be
made in compliance with all applicable state and local building codes.
LESSOR shall not be liable to LESSEE for compensation for any loss of
business, or any inconvenience or annoyance arising from repair of the
Premises as a result of the Casualty, except for rent reduction as hereinafter
provided. LESSEE shall be responsible at its sole cost and expense for the
replacement of its personal property.
(B) LESSOR'S Election to Terminate Due to Casualty: LESSOR may only elect
to terminate this Lease due to Casualty if: the Premises have been destroyed
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or substantially destroyed by said Casualty, and the estimated time to repair
the Premises exceeds sixty (60) days from the date of the Casualty.
LESSOR shall provide LESSEE with written notice of its election to terminate
within forty-five (45) days after the date of Casualty, specifying a termination
date not less than thirty (30) days from the date of said notice.
(C) Rent Reduction Due to Casualty: In the event of Casualty, LESSEE'S
obligation to pay rent shall be reduced beginning on the date of the Casualty.
Such reduction shall be proportional to the damage caused to the Premises
by the Casualty, as reasonably determined by LESSEE. If LESSOR elects to
repair the Premises pursuant to the terms of this Lease, to the extent the
Premises remain unusable, then the rent reduction shall continue until the
date of substantial completion of repair.
(D) LESSEE'S Election to Terminate Due to Casualty: If LESSEE does not
receive a Notice of Repair from LESSOR within fifteen (15) days or as soon
as reasonably possible after a Casualty, or if the anticipated period of repair
contained in the Notice of Repair exceeds two-hundred seventy (270) days,
then LESSEE may elect to terminate this Lease by providing thirty (30) days
prior written notice to LESSOR. In such case, LESSEE shall have the right to
demand that LESSOR refund any monies which, in the reasonable judgment
of LESSEE, were paid to LESSOR pursuant to the Lease, but which were
not earned by LESSOR by consequence of the Casualty. Upon receipt of
such demand, LESSOR shall promptly refund all such monies.
16. HOLD HARMLESS – LESSOR will indemnify, defend, and hold LESSEE
harmless from and against any and all liabilities, claims, demands, actions, proceedings,
costs, expenses or damages of any kind or nature (collectively, “Claims”) in any manner
directly or indirectly caused, occasioned or contributed to by reason of the negligence,
whether active or passive, of LESSOR or anyone acting under its direction or control or on its
behalf in connection with or incidental to the performance of LESSOR’S obligations pursuant
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to this Lease.
LESSEE will indemnify, defend, and hold LESSOR harmless from and against any
Claims in any manner directly or indirectly caused, occasioned or contributed to by reason of
the negligence, whether active or passive, of LESSEE or anyone acting under its direction or
control or on its behalf in connection with or incidental to the performance of this Lease or any
Claims otherwise arising in connection with LESSEE’S use and occupancy of the Premises.
The parties acknowledge that as between LESSOR and LESSEE, each is responsible
for any Claims arising from the acts or omissions of its own employees and invitees and
notwithstanding anything to the contrary in this Section 15, each Party hereby waives any
claim for or right to consequential or punitive damages.
The provisions of this Section 15 shall survive termination of this Lease.
17. INSURANCE
A. LESSOR shall maintain in full force and effect, the following insurance
policies throughout the term of the Lease:
i. Commercial General Liability - Commercial General Liability Insurance
covering the common areas located on the Premises with limits of not less
than Two Million Dollars ($2,000,000) per occurrence, and an annual
aggregate of Four Million Dollars ($4,000,000). This policy shall be issued
on a per occurrence basis.
ii. Property Insurance – A “Property Insurance Policy” which is defined herein
to mean a policy of special form, so called “all-risk” of physical loss
property insurance insuring against fire, theft, vandalism, malicious
mischief, sprinkler leakage and such additional perils as are now or
hereafter may be included in broad form coverage (at LESSOR or
LESSEE’s option or if otherwise required by LESSOR’s mortgagee, if any,
also to include coverage against earthquake and flood) from time to time in
general use in the State of California covering the full replacement value of
all alterations, Tenant Improvements, additions, partitions, improvements,
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machinery, equipment, and fixtures made or placed by LESSEE in the
Premises, covering the Building and other improvements on the Premises,
and covering any other perils which LESSEE deems reasonably necessary
and so requests to be covered by written notice to LESSOR. The Property
Insurance Policy shall name LESSOR and the holder of any mortgage or
deed of trust encumbering the Premises (if any), as its interest may
appear, as a loss payee under such policy. The limits for such insurance
shall be for not less than the full replacement value of the Building as
improved and existing as of the date of Casualty (the “Minimum Insured
Amount”). On the Rent Commencement Date, from time to time as
LESSEE makes improvements to the Building, upon LESSOR’s request,
and at such other times during the Term as LESSEE elects in its discretion,
LESSEE shall deliver to LESSOR written notice of the Minimum Insured
Amount and LESSOR shall communicate such Minimum Insured Amount
to its insurer. Neither LESSOR nor LESSEE shall do or permit anything to
be done which invalidates any such insurance policies.
iii. Rental 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 the Base Rent and Additional
Rent required to be paid by LESSEE hereunder for a twenty – four (24)
month period, as a result of any of the hazards covered by the Property
Insurance Policy required hereunder.
iv. Worker’s Compensation - Worker’s Compensation insurance, if required by
the California Labor Code.
LESSOR shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno (“County”), its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Lease are
concerned. This insurance shall not be cancelled or changed without a minimum or thirty (30)
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days advance written notice given to County.
Within (30) days after the Rent Commencement Date, LESSOR shall provide
certificates of insurance and endorsement as stated above for all of the foregoing policies, as
required herein, to the County of Fresno, Attn: ISD Lease Services (L-347), 333 W. Pontiac
Way, Clovis, CA 93612 stating that such insurance coverages have been obtained and are in
full force; that such Commercial General Liability insurance names the LESSEE, its officers,
agents, and employees, individually and collectively, as additional insured as required herein,
that for such worker’s compensation insurance the CONTRACTOR has waived its right to
recover from the COUNTY, its officers, agents, and employees any amounts paid under the
insurance policy and that waiver does not invalidate the insurance policy, and that such
insurance shall not be cancelled or changed without a minimum of thirty (30) days advance,
written notice given to LESSEE.
In the event LESSOR fails to keep in effect at all times insurance coverage as herein
provided, then LESSEE may, after thirty (30) days written notice to LESSOR, obtain such
insurance on LESSOR’S behalf and offset Base Rent by the amount of such insurance
premiums incurred by LESSEE, after providing written notice of such amounts and proof of
insurance to LESSOR.
The costs incurred by LESSOR in obtaining and maintaining the insurance policies
required of LESSOR hereunder (including any deductibles payable in the event of a loss
covered by such policies) shall be referred to herein collectively as “LESSOR’S Insurance
Costs” and shall be reimbursable to LESSOR as Additional Rent, as defined herein, in
accordance with Section 3, herein.
B. LESSEE shall maintain during the term of this Lease the following policies of
insurance, which coverages may be provided in whole or in part through one
or more programs of self-insurance (provided that any such self-insurance
program shall not diminish or reduce LESSEE’S liability hereunder):
i. Commercial General Liability insurance with limits of not less than
Two Million Dollars ($2,000,000.00) per occurrence and an annual
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aggregate of not less than Four Million Dollars ($4,000,000.00).
This policy shall be issued on an occurrence basis, shall name
LESSOR as additional insured, and shall be primary and non-
contributing as to occurrences and claims in connection with events
occurring within the Building (as opposed to in the common area of
the Premises for which LESSOR’S Commercial General Liability
policy shall be primary).
ii. All-Risk property insurance. A Special form casualty insurance
coverage which shall include fire and such other perils as are
customarily included in such insurance maintained by prudent
tenants leasing similar space in the same general area of the
Premises, in an amount adequate to cover the replacement cost of
(i) LESSEE’S merchandise, trade fixtures, furnishings, equipment
and other personal property of LESSEE located on or within the
Premises, and (ii) at LESSEE’s option, the leasehold
improvements, alterations and additions to the Premises for which
LESSOR shall be named as a loss payee under such insurance,
provided however, the proceeds of such insurance shall be
delivered to and used by LESSOR to repair or replace the affected
leasehold improvements, alterations and additions, and if not so
used, shall be paid to LESSEE.
LESSEE shall provide copies of the insurance policies, appropriately authenticated by
the insurer, or original insurance certificates reasonably acceptable to LESSOR, evidencing
the insurance coverages called for above. Such copies of policies or certificates shall be
furnished to LESSOR upon execution of this Lease. The policies or certificates shall contain a
provision that the insurer will not cancel or refuse to renew the policies, or change in any
material way the nature or extent of the coverage provided by such policies without first giving
LESSOR thirty (30) days prior written notice. Thirty (30) days prior to expiration of any
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policies of insurance carried by LESSEE, LESSEE shall provide proof of continuing coverage.
Waiver of Subrogation. Neither LESSOR nor LESSEE shall be liable to the other or to
any insurance company (by way of subrogation or otherwise) insuring the other party for any
loss or damage to any building, structure or other tangible property, or any resulting loss of
income and benefits, even though such loss or damage might have been occasioned by the
negligence of such party, its agents or employees, if any such loss or damage is covered by
insurance benefiting the party suffering such loss or damage or was required to be covered
by insurance pursuant to this Lease. LESSOR and LESSEE shall require their respective
insurance companies to include standard waiver of subrogation provisions in their respective
policies.
All policies hereunder shall be with admitted insurers licensed to do business in the
State of California. Insurance purchased shall be purchased from companies possessing a
current A.M Best Company rating of A FSC VII or better.
18. SURRENDER OF POSSESSION / HOLDOVER – Upon the expiration or
termination of this Lease, LESSEE will surrender the Premises to LESSOR broom clean, and
otherwise in such condition as existing on the Rent Commencement Date, less reasonable
wear and tear, but including all improvements made by LESSEE. If LESSEE holds over after
the expiration of the Term or earlier termination thereof, with or without the express or implied
consent of LESSOR, such tenancy shall be tenancy at sufferance only, and shall not
constitute a renewal hereof or an extension for any further term, and in such case LESSEE
shall pay one hundred three percent (103%) of the Base Rent in effect just prior to expiration
or termination, until either party gives the other thirty (30) days written notice of termination,
reciting therein the effective date of cancellation. LESSOR hereby expressly reserves the
right to require LESSEE to surrender possession of the Premises to LESSOR as provided in
this Lease upon the expiration or other termination of this Lease. The provisions of this
Section 17 shall not be deemed to limit or constitute a waiver of any other rights or remedies
of LESSOR provided herein or at law.
19. FIXTURES – LESSOR agrees that any equipment, fixtures or apparatus
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installed in or on the Premises by LESSEE shall continue to be the property of LESSEE, and
may be removed by LESSEE at any time. LESSEE shall pay for the repair of any damage
caused by the removal of fixtures. Any fixtures not removed after LESSEE surrenders
possession shall become the property of LESSOR.
20. RIGHT OF ENTRY – LESSOR, or its representative(s), upon twenty-four (24)
hours’ notice, or immediately in the event of an emergency, shall have the right to enter the
Premises at any time during business hours, or at such other time as LESSEE deems
appropriate, to make any alterations, repairs, or improvements to the Premises. The normal
business of LESSEE or its invitees shall not be unnecessarily inconvenienced. In the event of
an emergency, LESSOR may enter the Premises at any time without giving prior notice to
LESSEE.
21. AMENDMENT – This Lease may be amended in writing by the mutual consent
of the parties without in any way affecting the remainder of this Lease.
22. NON-ASSIGNMENT – Neither Party shall assign, transfer or sub-let this Lease,
or the rights or duties under this Lease, without the prior written consent of the other Party, which
consent shall not be unreasonably withheld or denied, except that LESSOR may sell or
refinance the Premises or any part thereof, in which case LESSOR shall promptly notify
LESSEE in writing of such sale or refinancing. Further, in the event of any such assignment,
sublease or transfer of LESSEE’s rights or obligations hereunder, the originally named LESSEE
hereunder (i.e., the COUNTY OF FRESNO, a political subdivision of the State of California)
shall remain fully and primarily liable for all duties and obligations of LESSEE under this
Lease.
23. GOVERNING LAW – Venue for any action arising out of or relating to this
Lease shall be in Fresno County, California. This Lease shall be governed by the laws of the
State of California.
24. AUDITS AND INSPECTIONS – The LESSOR shall at any time during
business hours, and as often as LESSEE may deem necessary, make available to LESSEE
for examination all of its records and data with respect to the matters covered by this Lease.
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The LESSOR shall, upon request by LESSEE, permit LESSEE to audit and inspect all of
such records and data necessary to ensure LESSOR’s compliance with the terms of this
Lease.
If this Lease exceeds ten thousand dollars ($10,000.00), LESSOR shall be subject to
the examination and audit of the California State Auditor for a period of three (3) years after
final payment under contract (Government Code Section 8546.7).
(i) NOTICES – The persons and their addresses having authority to give and
receive notices under this Lease include the following:
LESSEE:
County of Fresno
County Administrative Office (CAO)
2281 Tulare Street, Suite 304
Hall of Records
Fresno, CA 93721
(559) 600-1710
with copies to:
County of Fresno
(L-347)
Director of Internal Services
333 W. Pontiac Way
Clovis, CA 93612
(559) 600-6200
LESSOR:
380 Ashlan LLC, a California
limited liability company
Attn: Clayton Medina
2780 N. Miami Ave., Ste. 10
Fresno, CA 93727
(559) 346-1400
All notices between LESSEE and LESSOR provided for or permitted under this Lease
must be in writing and delivered either by personal service, by first-class United States mail, by
an overnight commercial courier service, or by telephonic facsimile transmission. A notice
delivered by personal service is effective upon service to the recipient. A notice delivered by
first-class United States mail is effective three LESSEE business days after deposit in the
United States mail, postage prepaid, addressed to the recipient. A notice delivered by an
overnight commercial courier service is effective one LESSEE business day after deposit with
the overnight commercial courier service, delivery fees prepaid, with delivery instructions given
for next day delivery, addressed to the recipient. A notice delivered by telephonic facsimile is
effective when transmission to the recipient is completed (but, if such transmission is completed
outside of LESSEE business hours, then such delivery shall be deemed to be effective at the
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next beginning of a LESSEE business day), provided that the sender maintains a machine
record of the completed transmission. For all claims arising from or related to this Lease,
nothing in this Lease establishes, waives, or modifies any claims presentation requirements or
procedures provided by law, including but not limited to the Government Claims Act (Division
3.6 of Title 1 of the Government Code, beginning with section 810).
25. DISCLOSURE OF SELF DEALING TRANSACTIONS – This provision is only
applicable if the LESSOR is operating as a corporation (a for-profit or non-profit corporation)
or if during the term of this Lease, the LESSOR changes its status to operate as a
corporation.
Members of LESSOR’S Board of Directors shall disclose any self-dealing transactions
that they are a party to while LESSOR is providing goods or performing services under this
Lease. A self -dealing transaction shall mean a transaction to which the LESSOR is a party
and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by
completing and signing a Self-Dealing Transaction Disclosure Form Attachment “D”, attached
hereto and by this reference incorporated herein, and submitting it to the County of Fresno
prior to commencing with the self-dealing transaction or immediately thereafter.
26. SUCCESSORS – This Lease shall inure to the benefit of and be binding upon
the heirs, executors, administrators, successors and assigns of the respective parties hereto,
always providing that nothing in this Section 25 shall impair any of the provisions herein
above set forth prohibiting assignment or other transfer of this Lease by LESSEE without the
prior written consent of LESSOR.
27. LESSEE'S DEFAULT AND LESSOR'S REMEDIES –
A. LESSEE’S Default. LESSEE shall be in default under this Lease if LESSEE
fails to perform any of its obligations hereunder and (i) if the failure is in the
payment of Base Rent, or any other failure which can be cured by the payment
of money, the failure continues uncured for a period of ten (10) days after
written notice thereof from LESSOR (provided, however, LESSOR shall have
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no obligation to provide such written notice more than two (2) times in any
twelve (12) consecutive month period), or (ii) if the failure is in any of the other
provisions of this Lease and such failure continues uncured for a period of
thirty (30) days after written notice thereof from LESSOR, unless such cure is
not capable of completion within thirty (30) days, in which case LESSEE shall
be afforded such additional time as may be reasonably necessary to complete
the cure, provided LESSEE commences the cure within thirty (30) days of
LESSOR’S notice, and diligently pursues such cure to completion, or, in the
event of a threatened injury to life or property due to such failure, continues for
such lesser period as LESSOR may specify in such written notice.
B. LESSOR’S Remedies. In the event of a default by LESSEE, besides any other
rights and remedies of LESSOR at law or equity, LESSOR shall have the
following rights and remedies. All remedies herein conferred on LESSOR shall,
to the fullest extent permitted by law, be deemed cumulative and no one
exclusive of the other or of any other remedy conferred by law or in equity, and
nothing herein shall prevent LESSOR from pursuing any and all other
remedies it may have upon LESSEE’S default.
i. Election to Continue or Terminate Lease. LESSOR shall have the right to
elect either to continue or terminate this Lease, as follows:
(a) Continuation of Lease. LESSOR shall have the remedy described
in California Civil Code Section 1951.4 (LESSOR may continue this
Lease in effect after LESSEE’S breach and abandonment and
recover rent as it becomes due, if LESSEE has the right to sublet or
assign, subject only to reasonable limitations). Accordingly, if
LESSOR does not elect to terminate this Lease on account of any
default by LESSEE, LESSOR may, from time to time, without
terminating this Lease, enforce all of its rights and remedies under
this Lease, including the right to recover all Rent as it becomes due.
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(b) Termination of Lease. LESSOR shall have the right to terminate
this Lease, by giving written notice of termination to LESSEE or, if
LESSEE’S address is unknown, by posting such notice on the
Premises. Absent such written notice, no acts of LESSOR
(including entering, repairing, preparing to re-let, or re-letting the
Premises) shall be construed as an election to terminate the Lease.
In the event that LESSOR elects to terminate this Lease, then
LESSOR shall be entitled to its statutory unlawful detainer remedy.
C. No Event of Default. Notwithstanding anything herein to the contrary, LESSEE
shall NOT be in default under this Lease solely because of the failure to pay any
amounts to be owed by LESSEE hereunder — including any portion or
installment of the Base Rent, when they are to be due and payable herein,
and/or any other amounts otherwise due and payable herein—to the extent such
amounts are subject to abatement, as set forth in Section 31, herein.
D. No Acceleration of Future Rent or Other Payments/Amounts. Notwithstanding
anything to the contrary contained herein this Lease or any right or remedy of
which LESSOR may otherwise avail itself pursuant to applicable law, any right
of LESSOR to recover any rents (including Base Rent, Additional Rent, and TI
Rent) and/or any other amounts to be paid by LESSEE as provided in this Lease
shall be without acceleration of any future Base Rent and/or any future
Additional Rent, and/or any future TI Rent, and/or any other amounts to be paid
by LESSEE herein, before they are due and payable hereunder. LESSOR
hereby expressly waives its right to accelerate rent in the event of a termination
of this Lease, pursuant to California Civil Code section 1951.2.
28. WAIVER – No covenant or condition of this Lease shall be deemed waived,
except by the written consent of LESSOR or LESSEE, as appropriate, and any forbearance
or indulgence by the party entitled to performance shall not constitute a waiver of the
covenant or condition to be performed. Until complete performance of such covenant or
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condition, the party entitled to performance shall have the right to invoke any remedy
available to it under this Lease or by law, despite such forbearance or indulgence. The
subsequent acceptance of Rent hereunder by LESSOR shall not be deemed to be a waiver of
any preceding default by LESSEE of any term, covenant or condition of this Lease, other than
the failure of LESSEE to pay the particular Rent so accepted, regardless of LESSOR’S
knowledge of such preceding default at the time of acceptance of such Rent.
29. LATE CHARGES – LESSEE hereby acknowledges that late payment by
LESSEE to LESSOR of Rent or other sums due hereunder shall cause LESSOR to incur
costs not contemplated by this Lease, the exact amount of which will be extremely difficult to
ascertain. Such costs include, but are not limited to, processing and accounting charges.
Accordingly, if any installment of Rent or any other sums due from LESSEE shall not be
received by LESSOR or LESSOR’S assignee within forty-five (45) days after the date due,
then LESSEE shall pay to LESSOR a late charge equal to three (3%) percent of such
overdue amount; provided that any payment postmarked by the 5th of the month shall be
presumed to be mailed in a timely manner. The parties hereby agree that such late charge
represents a fair and reasonable estimate of the cost that LESSOR will incur by reason of the
late payment by LESSEE. Acceptance of such late charges by LESSOR shall in no event
constitute a waiver of LESSEE’S default with respect to such overdue amounts, nor prevent
LESSOR from exercising any of the other rights and remedies granted hereunder. In addition,
LESSEE shall pay to LESSOR interest at the Interest Rate as defined in Section 30, herein,
on any delinquent payments, commencing ninety (90) days after the date payment was due
and continuing until paid.
30. INTEREST – Any amount owing from one party to the other under this Lease
which is not paid within ninety (90) days of the date when due shall thereafter bear interest at
the Interest Rate. As used herein, the term “Interest Rate” means a per annum rate of interest
equal to the lesser of (i) five percent (5%) per annum over the then most recent annual prime
or reference rate of interest announced by Bank of America N.A. (or in the event Bank of
America N.A. ceases to publish a prime or reference rate, the prime rate of a comparable
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national banking institution reasonably agreed upon by the parties), or (ii) the maximum rate
permitted by applicable law.
31. ABATEMENT OF BASE RENTS, ADDITIONAL RENT, TI RENT, AND OTHER
PAYMENTS – Notwithstanding anything to the contrary in this Lease, (i) LESSEE’s
obligations to pay the Base Rent, Additional Rent, TI Rent, and/or any other amounts
otherwise due and payable hereunder to LESSOR shall be abated during any period, and to
the extent, that the Premises, or any portion thereof (in the case of an affected portion of the
Premises, then, such abatement shall also be in proportion thereof), cannot be used and
occupied by LESSEE pursuant to this Lease as a result of any material property damage or
loss or title defect (excluding any permitted encumbrances at execution date), or of any
Condemnation or Prohibited Use of the Premises, or any portion thereof, and (ii) any
abatement of any Base Rent, Additional Rent, TI Rent, and/or other amounts otherwise due
and payable, herein pursuant to this Section 31 shall not be deemed to be a default under this
Lease on the part of LESSEE.
Abatement of any Base Rent, Additional Rent, TI Rent, and/or of any other amounts
otherwise due and payable hereunder shall only suspend the period during which LESSEE is
otherwise required to pay Base Rent, Additional Rent, TI Rent, and/or any other amounts
otherwise due and payable, hereunder to LESSOR, and shall not relieve LESSEE from
subsequently paying the remainder of all such Base Rent, Additional Rent, TI Rent, and/or
any other amounts otherwise due and payable herein, pursuant to this Lease once the
condition giving rise to the abatement has been cured, corrected, eliminated, or satisfactorily
resolved. Such abatement shall continue for the period commencing with the date of such
material loss or title defect, or of any Condemnation or Prohibited Use of the Premises, or any
portion thereof, and ending with the cure, correction, elimination or satisfactory resolution of
the material loss or title defect whereby LESSEE may use and occupy the Premises, or the
adversely affected portion thereof, pursuant to this Lease. Cure, correction, elimination or
satisfactory resolution may, upon prior mutual written approval of LESSOR and LESSEE
(which the parties will negotiate in good faith and without unreasonable delay), occur in
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commercially reasonable stages, as determined by the nature of the problem being remedied,
and the impact that such staged remedial action and the coordination and timing thereof
would have on LESSEE, LESSEE’s Director of Internal Services/Chief Information Officer, or
his/her designee, shall be authorized to execute such written approval for LESSEE.
The monthly Base Rent, Additional Rent, TI Rent, and any other amounts otherwise
due and payable hereunder, by LESSEE to LESSOR with respect to the Premises, or any
portion thereof, shall be abated to the extent that the amount of the monthly fair rental value
of the portion of the Premises in respect of which there is no substantial interference with
LESSEE’s use and occupancy of the Premises is less than the amount of monthly Base Rent,
Additional Rent, TI Rent, and any other amounts otherwise due and payable hereunder, in
which case the monthly Base Rent, and/or Additional Rent and/or any other amounts
otherwise due and payable hereunder shall be abated only by an amount equal to the
difference thereof.
During the occurrence of any Casualty which is covered by rental interruption
insurance or rental loss insurance (See Section 16A(iii), herein) the proceeds of any rental
interruption insurance or rental loss insurance that LESSOR may receive as a result of such
Casualty shall be applied by LESSOR, to the credit of LESSEE, for any monthly Base Rent,
Additional Rent, TI Rent, and any other amounts otherwise due and payable hereunder; in
such instance of such amounts so received, LESSOR shall so inform LESSEE of any such
amounts so received.
Nothing contained in this Section 31 shall obligate LESSEE for payments of Base
Rent and/or Additional Rent and/or any other amounts otherwise due and payable hereunder
if this Lease is terminated pursuant to Section 12 herein.
32. LESSOR EXCULPATION – It is expressly understood and agreed that
notwithstanding anything in this Lease to the contrary, and notwithstanding any applicable law
to the contrary, the liability of LESSOR and the LESSOR’S members, owners, agents,
employees, and partners (including any successor landlord) (collectively, the “LESSOR
Parties”) and any recourse by LESSEE against LESSOR or the LESSOR Parties shall be
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limited solely and exclusively to an amount which is equal to the ownership interest of
LESSOR in the Building in which the Premises is located (excluding any proceeds thereof),
and neither LESSOR, nor any of LESSOR’s members shall have any personal liability
therefor, and LESSEE hereby expressly waives and releases such personal liability on behalf
of itself and all persons claiming by, through or under LESSEE.
33. ENERGY CONSUMPTION DISCLOSURE – If LESSEE (or any party claiming
by, through or under LESSEE) pays directly to the provider for any energy consumed at the
Premises, LESSEE shall, promptly upon request, deliver to LESSOR (or, at LESSOR’S
option, execute and deliver to LESSOR an instrument enabling LESSOR to obtain from such
provider) any data about such consumption that LESSOR, in its reasonable judgment, is
required to disclose to a prospective buyer, tenant or mortgagee or prospective mortgagee
under California Public Resources Code § 25402.10, or any similar law.
34. DISABILITY ACCESS INSPECTION – Neither the Building nor the common
areas located on the Premises have undergone inspection by a Certified Access Specialist
(CASp) within the meaning of California Civil Code Section 1938, and LESSOR is not
providing any representations or warranties regarding whether the Premises meets all
applicable construction-related accessibility standards.
35. COUNTERPARTS – This Lease may be executed in one or more counterparts
(which may be facsimile or .pdf e-mail counterparts followed by originals), each of which will
be deemed an original and all, taken together, will constitute one and the same instrument.
36. FORCE MAJEURE – In the event that either party hereto shall be delayed or
hindered in or prevented from the performance of any act required hereunder by reason of
strikes, lockouts, adverse weather (including rain), inability to procure labor or materials,
failure of power, restrictive governmental laws or regulations, riots, insurrection, war, fire or
other casualty, then performance of such act shall be excused for the period of the delay and
the period from the performance of any such act shall be extended for a period equivalent to
the period of such delay (any such delay is herein referred to as an “Force Majeure Delay”).
In no event shall LESSEE’S inability to satisfy a monetary obligation hereunder constitute or
L-347 /DSS
Building C/5610
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be subject to Force Majeure Delay.
37. ESTOPPEL CERTIFICATE – LESSEE shall, at any time upon not less than
thirty (30) days prior request by LESSOR, execute, acknowledge and deliver to LESSOR a
written estoppel certificate, in a form reasonably satisfactory to both parties, certifying that this
Lease is unmodified and in full force and effect (or, if there have been modifications, that the
same is in full force and effect as modified and stating the modifications) and, if applicable,
the dates to which the Rent and any other charges have been paid in advance. Any such
statement delivered pursuant to this Section 37 may be relied upon by third persons,
including a prospective purchaser or encumbrancer of the Premises.
LESSEE’S failure to execute and deliver an estoppel certificate within thirty (30) days
after LESSEE’S receipt of LESSOR’S written request therefore shall be conclusive upon
LESSEE that this Lease is in full force and effect, without modification except as may be
represented by LESSOR, that there are no uncured defaults in LESSOR’S performance, that
not more than one month’s rental has been paid in advance, and that all other statements
required to be made in the estoppel certificate are conclusively made.
38. SUBORDINATION AND ATTORNMENT – At LESSOR’S option, this Lease
shall be subordinated to any mortgage or deed of trust which is now or shall hereafter be
placed upon the Premises, and LESSEE agrees to execute and deliver any instrument which
may be necessary to further effect the subordination of the Lease to any such mortgage or
deed of trust; provided, however, that such instrument of subordination shall provide, or the
mortgagee or beneficiary of such mortgage or deed of trust otherwise shall agree in writing in
recordable form delivered to LESSEE, that the mortgagee or beneficiary, including their
successors and assigns, recognize LESSEE’s leasehold interest under this Lease, and that
so long as LESSEE is not in default under this Lease, foreclosure of any such mortgage or
deed of trust or sale pursuant to exercise of any power of sale thereunder, or deed given in
lieu thereof, shall not affect this Lease, but such foreclosure or sale, or deed given in lieu
thereof, shall be made subject to this Lease, which shall continue in full force and effect,
binding on LESSEE, as lessee, and the transferee, as lessor. LESSEE shall attorn to the
L-347 /DSS
Building C/5610
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transferee as if said transferee was LESSOR under this Lease.
39. AUTHORITY – Each individual executing this Lease on behalf of LESSOR
represents and warrants that such individual(s) are duly authorized to execute and deliver this
Lease on behalf of 380 Ashlan LLC, a California limited liability company, and that this Lease
is binding upon 380 Ashlan LLC, a California limited liability company, in accordance with its
terms.
40. ENTIRE AGREEMENT – This Lease constitutes the entire Lease between
LESSOR and LESSEE with respect to the subject matter hereof, and supersedes all prior
leases, negotiations, proposals, commitments, writings, advertisements, publications, and
understandings of any nature whatsoever unless expressly referenced in this Lease.
41. SEVERABILITY – Each provision of this Lease is severable from any and all
other provisions of this Lease. Should any provision(s) of this Lease be for any reason
unenforceable, the balance shall nonetheless be of full force and effect.
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COUNTY OF FRESNO
Fresno , California
L-34 7 /DSS
Build i ng C/5610
IN WITNESS WHEREOF , the parties have executed this Lease as of the day and
year first hereinabove written .
LESSOR:
380 Ashlan LLC , a California limited
liab ility company
FOR ACCOUNTING USE ONLY:
FUND :
SUBCLASS :
ORG NO :
ACT NO:
0001
10000
5610
7340
LESSEE:
COUNTY OF FRESNO
Ernest Buddy Mendes , Chairman
of the Board of Supervisors
of the County of Fresno
ATTEST :
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By : CK~~
Deputy
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COUNTY OF FRESNO
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ATTACHMENT “A”
Premises Map
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ATTACHMENT “B”
Maintenance
Operating Budget
Services Per Sq Ft Monthly
Utility (Electrical) $ 0.193 $ 26,689.97
Property Taxes $ 0.148 $ 20,466.92
Landscaping $ 0.031 $ 4,286.99
Maintenance Supplies $ 0.058 $ 8,020.82
Pest Control $ 0.001 $ 138.29
One Site Maintenance $ 0.065 $ 8,988.85
Insurance $ 0.045 $ 6,223.05
Janitorial Service $ 0.107 $ 14,797.03
Janitorial Supplies $ 0.034 $ 4,701.86
Administrative Fee $ 0.065 $ 8,988.85
Total $ 0.747 $ 103,302.63
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COUNTY OF FRESNO
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ATTACHMENT “C”
Premises Services Agreement
Landscape
1.Maintenance of all Landscaped areas on the Premises
2.All Tree Maintenance
3.Plant replacement
Parking Lot
1.Contract Vacuuming
a.1 x a month sweeping of all parking lot stalls
2.Resurfacing or repaving
Exterior Building Maintenance
1.Pressure Washing to be performed
a.2 x year - Window washing all floors
b.1 x month - Window Washing for 1st floor windows only
2.Painting
a.Graffiti removal as needed
3.Pest Control
a.1 x month, exterior only – Treat and spray the outside of the building
4.Common Area Repairs
a.Vandalism repairs as needed
5.Roof Repairs
Janitorial
1.Daily:
a.Vacuum all carpeted areas
b.Sweep and/or dry mop floors
c.Dust cleared desk and table surfaces, clean counters
d.Empty all waste baskets and dispose of trash in appropriate trash bins
e.Clean smudges and unsightly appearances form door jambs, light switches,
glass partitions, and counters
f.Clean and sanitize all sinks, toilets, and urinals
g.Clean all restroom mirrors, tile and splash walls
h.Spot clean restroom walls and partitions
i.Refill supplies in Restrooms (paper towels, toilet tissue, soap, etc.)
2.Monthly:
a.Dust all blinds and sills
3.Perform as Required:
a.Wet mop floors
b.Remove interior cobwebs
c.Dust wall picture frames and partition tops
d.High dust, including walls, light fixtures, vents and ledges above normal reach,
door ledges
e.Wash/clean light fixtures, walls, A/C vents
f.Dust/clean baseboards
g.Spot clean carpets
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COUNTY OF FRESNO
Fresno, California 32
h.Steam clean all carpets
i.Strip and wax all vinyl and tile flooring
j.Clean Interior windows
HVAC
1.Contract Maintenance
a.Quarterly Service Agreement
Interior Building Maintenance
1.Electrical Repairs
2.Plumbing
a.Service calls
i.Urinal
ii.Toilet
iii.Fixture repairs
3.Elevator Contract Maintenance
a.Cost is based on two elevators
b.Service to be performed quarterly
Vendors
1.Lessee shall have the right to approve all vendors.
On-Site Management
1.Property Management available upon request
2.1 x week - Property Management assessment of interior and exterior of building visits
with lead personnel
3.Property Management or their representative will visit the building on a daily basis
Monday through Friday.
Utilities
1.Utility - Gas - Tenant pays direct to PG&E
2.Utility - Electric - Tenant pays to LESSOR
3.Elevator Phone Line
a.To allow access to make emergency calls in case of an entrapment
Fire Safety
1.Maintenance of Fire Alarm System
a.Testing system on quarterly basis per FFD regulations
b.Testing system on a yearly basis per FFD regulations
c.Testing system on a 5-year basis per FFD regulations
2.Fire System Phone Line
a.Phone line to ensure fire alarm system is active and able to communicate to
central monitoring station
Insurance
1.Property Insurance based on then current Building value
2.General Liability
3.Other coverages, including earthquake insurance
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Property Taxes
1. Property taxes and assessments
Operating Expenses
1. Operating expenses shall be considered Additional Rent under the Lease.
2. Additional rent shall be paid by Lessee on or about the 1st of the month along with
monthly Base Rent. Each payment shall be equal to 1/12th of the annual budget.
3. Lessor shall endeavor to deliver to Lessee an annual good faith Operating Expense
budget at least 120 days prior to the start of the next calendar year.
4. Within 90 days after the year is completed, Lessor shall submit to Lessee a
reconciliation of the actual Operating Expenses.
5. Any overpayment of Operating Expenses shall, at Lessor’s option, either be refunded to
Lessee within thirty (30) days after Lessor’s delivery of the statement setting forth such
amount OR credited against Lessee’s installment(s) of the rent next becoming due
under this Lease. Any underpayment shall be paid by Lessee to Lessor within 45 days.
Modification to Agreement
This agreement may be modified upon the mutual agreement of both parties.
Administration Fee
Lessee shall pay a 9.5% Administration Fee to Lessor on all expenses.
Repairs
Lessor shall make any necessary repairs and replacements during the course of the
life of the lease of every kind and nature and which shall be considered an operating
expense.
All repairs, replacement, maintenance, restoration or operation of the building and on
any floor or conference room are considered as part of this agreement and will be an
operating expense whether paid or incurred and without any limitation.
Term of Agreement
The term of this agreement will be for the life of the Lease.
Termination of Agreement
This Premises Services Agreement or any portion thereof may be terminated by
Lessee with a 60-day notice for cause.
*To the extent Lessor and Lessee agree upon modifications to the services to be provided by
Landlord pursuant hereto, the budget shall be modified to reflect such modifications and
Tenant’s estimated monthly payment shall be adjusted accordingly.
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COUNTY OF FRESNO
Fresno, California 34
ATTACHMENT “D”
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”),
must disclose any self-dealing transactions that they are a party to while providing goods,
performing services, or both for the County. A self -dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1)Enter board member’s name, job title (if applicable), and date this disclosure is being
made.
(2)Enter the board member’s company/agency name and address.
(3)Describe in detail the nature of the self -dealing transaction that is being disclosed to
the County. At a minimum, include a description of the following:
a.The name of the agency/company with which the corporation has the
transaction; and
b.The nature of the material financial interest in the Corporation’s transaction
that the board member has.
(4)Describe in detail why the self -dealing transaction is appropriate based on
applicable provisions of the Cor porations Code.
(5)Form must be signed by the board member that is involved in the self -dealing
transaction described in Sections (3) and (4).
Mail the completed form to: County of Fresno
Attn: Lease Services (L-347)
Internal Services Department
333 W. Pontiac Way
Clovis, CA 93612
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COUNTY OF FRESNO
Fresno, California 35
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233
(a):
(5) Authorized Signature
Signature: Date:
01000
00360
00400
00610
00615
00620
00621
01580
01581
01582
01583
01584
01585
01740
01900
01900
01900
01900
01901
01902
01910
02000
03000
03200
03300
DSS Child Services
Clovis, Ca.
Fresno County Department of Social Services
PROJECT:
LOCATION:
CLIENT:
BUILDING AREA: 138,290 BGSF
GENERAL REQUIREMENTS
Permits
Preconstruction Services
Payment/Performance Bonds
Concrete Slab @ Restroom Cores
Concrete Slab @ Plumbing Trenches
Concrete Slab @ Electrical Trenches
Concrete Curbs
Chain link fence enclosure at MSB
W.I. fence
W.I. Auto Gates 24' Double
Steel - Trellis at Patio
Landscaping & Irrigation
Parking Striping
Grading & backfill
AC Patch
Seal Coat
Concrete Patch @ Parking
Concrete sidewalks & Patio
Concrete Pavement - Dock
Misc Site Work
Site Preperation
Weight Fees
Temporary Toilets
Toilets (2x a week service)
Handwash Stations
Service 2x per week
Drop Off & Pick Up
General Liability Insurance
Professional Liability Insurance
Subcontractor Default Insurance
Waste Disposal - Debris Dumpsters
Haul Fees
CONCRETE
Concrete Reinforcement
Foundations
Foundations - Brace Frames
Slab On Grade
Concrete Slab & Fill @ Dock Levelers
Final Construction Cleaning
Misc Large Equipment Rental
Temp Power - Distribution
Safety Equipment
Site Maintenance
Equip Transportation & Handling
Small Tool (Rental/Purchase)
Environmental/Abatement
SITE PREPERATION
Mechanical Pad at Boiler
Cast-in-Place Concrete
SOG - MEP Trenches
SOG - at curb removal areas
04000
04420
04420
04420
05000
05120
05122
05122
05122
05122
05122
05510
05510
05510
05510
05510
06000
06100
06100
06100
06100
06100
06400
06400
06400
06400
06400
06400
06400
06400
06400
07000
07100
07100
07211
07301
07302
07410
07302
07600
07302
07304
07304
07602
07700
07700
07840
07900
08000
Foundations
Foundations - Brace Frames
Slab On Grade - Unit Foundations
Concrete Slab & Fill @ Dock Levelers
Mechanical Pad at Boiler
Slab On Grade
METALS
Misc Iron & Metals
Condensing Unit Support Structure
Window Opening Wall Supports
AHU Unit Support Structure
MASONRY
CMU Walls
CMU Walls - Grout CMU @ Window Cut Outs
CMU Walls - Fill in openings
TS Wall Braces @ Short Walls in Open Areas
WOODS AND PLASTICS
Misc. Carpentry - blocking/backboards/etc
Angle @ Structural plywood at top of Offices in old Warehouse
AHU Unit Support Screen
HVAC Supports - Misc Collateral (VAV boxes, IDF)
Steel Ladder - Low Roof
Steel Stair -1 story to platform
Brace Frames
WF Strut
Floating Upper Shelves
Plastic Laminated Tops
Break Room Seating
Break Room Islands
Quartz Tops - Restrooms, Receptions Desk, Break Rooms
Wood wall cladding in Lobby - Du Chateau
Structural plywood at top of Offices in old Warehouse
Plywood at Elctrical Rooms
General Labor
Lower Cabinets
Lower Cabinets & Sub Tops
Upper Cabinets
Sheet metal caps on Evap. Cooler Openings
Walk Pads
Metal Roofing at Entrance Canopies
R & R Metal Roof Panels
Parapet Coping
Metal ACM Panels at Exterior Elevations
THERMAL/MOISTURE PROTECTION
Wall Insulation
Ceiling Insulation - w/ white lining
Roofing
Metal Roof Patch @ HVAC Units
Spray Foam 2" Insulated Roof System
Flashing & Sheet Metal
Roof Access Hatch & Ships Ladder - High Roof
Roof Access Hatch - Low Roof
Firestopping
Caulking & Sealants
DOORS AND WINDOWS
08100 Doors/Frames/Hardware, installed
08101 Single, interior Alum w/ Plam
08102 Single, interior w/ Sidelight Alum w/ Plam
08103 Double, interior Alum w/ Plam
08104 Access System Hardware
08105 Single, exterior HM
08105 Double, exterior HM
08190 Misc
08310 Access Panels
08400 Glass & Glazing
08401 Exterior Storefront
08401 Exterior Curtain Wall
08401 Fill Existing Tilt Up Wall Opening
08402 Storefront Doors
08402 Automatic Storefront Doors
08404 Aluminum break metal end wall cap @ storefront
08405 Glazing at Interior Doors/Frames
08830 Mirrors @ Restrooms
09000
09001
09220
09250
09251
09251
09251
09251
09258
09259
09260
09253
09255
09256
09257
09257
09257
09257
09258
09258
09256
09256
09300
09301
09302
09303
09510
09511
09512
09513
09513
09540
09541
09600
09602
09602
09602
09602
09602
09602
09602
FINISHES
General Direct Labor
Plaster - Lath, Scratch & Brown
Gypsum Board
Acoustical Caulk
Densglass @ Lath & Plaster
Metal Stud Framing
Interior Fire Wall 28'
Interior Walls
Interior Walls - Short
Interior Walls, 5/8"
Interior Walls, 5/8" Short Walls
Interior Columns First Floor , 5/8"
Interior Walls, 5/8" - Furred at Tilt Up
Ceilings , 5/8"
Fire Stopping Head of Wall
Ceramic Tile
Floors
Walls & Base, 4.5' H wainscot
Back Splashes
Acoustical Ceilings
Acoustical Ceilings
Interior Columns First Floor
Interior Walls - Furred at Tilt Up
Soffits / Floating Ceilings
Hung Wall Bulkhead per detail 3/A8.32
Exterior Framing w/ Densglass
Ceiling Framing - Hats
Carpet #1
Carpet #2
Carpet #3
Carpet #4
Carpet #1A - Stairs
LVT/VCT
Linear Wood Ceilings
Filzfelt Hanging Panels 4x8 Panels - Coffee Areas
Acoustic Clouds - Zintra
FRP Wall Panels
Janitor Closets
Flooring
Rubber Base
09604
09605
09605
09670
09902
09900
09901
09902
09903
09990
09999
10000
10150
10150
10400
10400
10500
10522
10600
10800
11000
11450
11450
11450
11450
11450
11450
11450
11450
11450
12000
12491
12491
13000
13100
15000
15300
15400
15700
16000
16000
16001
16002
16003
16004
16006
16007
16008
16009
16100
16101
16102
16102
16103
Painting & Coatings, MDC Wallpaper
Wallcoverings in select areas
Paint Exterior
Caulk Existing CMU Wall Joints (2 sides)
Allowance for Arch'l Features / Finish Upgrades
Finish Protection/Repairs/Touch-Ups
Vapor Emission Control - B-blast & Mapei Sealer
Floor Prep & Test
Floor Skim & Level
Polished Concrete Floors & Protect
Sealed Concrete Floors
Interior Signage - Wayfinding
Towel Dispensers- Battery Operated @ Coffee Rooms
Fire Extinguishers & Cabinets
Exterior sign at SW entrance
Toilet Accessories
SPECIALTIES
Toilet Partitions
Urinal Screens
Interior Signage - Code minimum, 1 Address
Microwaves
Dishwashers
Ice Maker
Coffee Makers
Toaster Overn
EQUIPMENT
Appliances
Refrigerators/ Freezer - Single
Refrigerators - Double
Refrigerators U/C
Modular Interior Walls, Windows & Doors
MECHANICAL
Fire Protection
FURNISHINGS
Window Treatments - roller shades - manual
Awnings
New Fiber Line w/ Boring
Lighting - Exterior Bldg
New Fiber Conduit
Low Voltage
Fire Alarm
Security
Metal Detector Walk Thru - Garrett Magnascanner PD6500i
Building
Power
Lighting
HVAC + Plumbing
Generator, 600 KVA
UPS Electrical System
Plumbing
HVAC - VAV System
ELECTRICAL
Electrical Work
SPECIAL CONSTRUCTION
16104
16107
16925
16990
Data/Telephone
Sound Masking System - Archcoustics Privacy System
Temporary Lighting
BIM / Design-Assist Services
Attachemnt F
Table Calculation settings
$37,000,000.00 7/1/2021
8.50%
19
12
7/1/2021
$327,614.88
$327,614.88 $37,000,000.00
1 $0.00
Payment Beginning Ending Cumulative
No.Date Balance Interest Principal Balance Interest
1 7/1/2021 37,000,000.00 262,083.33 65,531.55 36,934,468.45 262,083.33
2 8/1/2021 36,934,468.45 261,619.15 65,995.73 36,868,472.72 523,702.48
3 9/1/2021 36,868,472.72 261,151.68 66,463.20 36,802,009.52 784,854.17
4 10/1/2021 36,802,009.52 260,680.90 66,933.98 36,735,075.53 1,045,535.07
5 11/1/2021 36,735,075.53 260,206.79 67,408.10 36,667,667.44 1,305,741.85
6 12/1/2021 36,667,667.44 259,729.31 67,885.57 36,599,781.86 1,565,471.16
7 1/1/2022 36,599,781.86 259,248.45 68,366.43 36,531,415.43 1,824,719.62
8 2/1/2022 36,531,415.43 258,764.19 68,850.69 36,462,564.74 2,083,483.81
9 3/1/2022 36,462,564.74 258,276.50 69,338.38 36,393,226.36 2,341,760.31
10 4/1/2022 36,393,226.36 257,785.35 69,829.53 36,323,396.83 2,599,545.66
11 5/1/2022 36,323,396.83 257,290.73 70,324.16 36,253,072.67 2,856,836.39
12 6/1/2022 36,253,072.67 256,792.60 70,822.29 36,182,250.39 3,113,628.99
13 7/1/2022 36,182,250.39 256,290.94 71,323.94 36,110,926.45 3,369,919.93
14 8/1/2022 36,110,926.45 255,785.73 71,829.15 36,039,097.29 3,625,705.66
15 9/1/2022 36,039,097.29 255,276.94 72,337.94 35,966,759.35 3,880,982.60
16 10/1/2022 35,966,759.35 254,764.55 72,850.34 35,893,909.01 4,135,747.14
17 11/1/2022 35,893,909.01 254,248.52 73,366.36 35,820,542.65 4,389,995.67
18 12/1/2022 35,820,542.65 253,728.84 73,886.04 35,746,656.61 4,643,724.51
19 1/1/2023 35,746,656.61 253,205.48 74,409.40 35,672,247.21 4,896,929.99
20 2/1/2023 35,672,247.21 252,678.42 74,936.47 35,597,310.74 5,149,608.41
21 3/1/2023 35,597,310.74 252,147.62 75,467.27 35,521,843.48 5,401,756.03
22 4/1/2023 35,521,843.48 251,613.06 76,001.83 35,445,841.65 5,653,369.09
23 5/1/2023 35,445,841.65 251,074.71 76,540.17 35,369,301.48 5,904,443.80
24 6/1/2023 35,369,301.48 250,532.55 77,082.33 35,292,219.15 6,154,976.35
LOAN DATA
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CALCULATIONS
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Page 1
Attachemnt F
Payment Beginning Ending Cumulative
No.Date Balance Interest Principal Balance Interest
25 7/1/2023 35,292,219.15 249,986.55 77,628.33 35,214,590.82 6,404,962.90
26 8/1/2023 35,214,590.82 249,436.68 78,178.20 35,136,412.62 6,654,399.59
27 9/1/2023 35,136,412.62 248,882.92 78,731.96 35,057,680.66 6,903,282.51
28 10/1/2023 35,057,680.66 248,325.24 79,289.65 34,978,391.02 7,151,607.75
29 11/1/2023 34,978,391.02 247,763.60 79,851.28 34,898,539.73 7,399,371.35
30 12/1/2023 34,898,539.73 247,197.99 80,416.89 34,818,122.84 7,646,569.34
31 1/1/2024 34,818,122.84 246,628.37 80,986.51 34,737,136.33 7,893,197.71
32 2/1/2024 34,737,136.33 246,054.72 81,560.17 34,655,576.16 8,139,252.43
33 3/1/2024 34,655,576.16 245,477.00 82,137.89 34,573,438.27 8,384,729.43
34 4/1/2024 34,573,438.27 244,895.19 82,719.70 34,490,718.58 8,629,624.61
35 5/1/2024 34,490,718.58 244,309.26 83,305.63 34,407,412.95 8,873,933.87
36 6/1/2024 34,407,412.95 243,719.18 83,895.71 34,323,517.24 9,117,653.05
37 7/1/2024 34,323,517.24 243,124.91 84,489.97 34,239,027.27 9,360,777.96
38 8/1/2024 34,239,027.27 242,526.44 85,088.44 34,153,938.83 9,603,304.40
39 9/1/2024 34,153,938.83 241,923.73 85,691.15 34,068,247.68 9,845,228.14
40 10/1/2024 34,068,247.68 241,316.75 86,298.13 33,981,949.56 10,086,544.89
41 11/1/2024 33,981,949.56 240,705.48 86,909.41 33,895,040.15 10,327,250.37
42 12/1/2024 33,895,040.15 240,089.87 87,525.02 33,807,515.13 10,567,340.23
43 1/1/2025 33,807,515.13 239,469.90 88,144.98 33,719,370.15 10,806,810.13
44 2/1/2025 33,719,370.15 238,845.54 88,769.34 33,630,600.80 11,045,655.67
45 3/1/2025 33,630,600.80 238,216.76 89,398.13 33,541,202.68 11,283,872.43
46 4/1/2025 33,541,202.68 237,583.52 90,031.36 33,451,171.31 11,521,455.95
47 5/1/2025 33,451,171.31 236,945.80 90,669.09 33,360,502.22 11,758,401.74
48 6/1/2025 33,360,502.22 236,303.56 91,311.33 33,269,190.90 11,994,705.30
49 7/1/2025 33,269,190.90 235,656.77 91,958.11 33,177,232.78 12,230,362.07
50 8/1/2025 33,177,232.78 235,005.40 92,609.48 33,084,623.30 12,465,367.47
51 9/1/2025 33,084,623.30 234,349.42 93,265.47 32,991,357.83 12,699,716.88
52 10/1/2025 32,991,357.83 233,688.78 93,926.10 32,897,431.73 12,933,405.67
53 11/1/2025 32,897,431.73 233,023.47 94,591.41 32,802,840.32 13,166,429.14
54 12/1/2025 32,802,840.32 232,353.45 95,261.43 32,707,578.89 13,398,782.59
55 1/1/2026 32,707,578.89 231,678.68 95,936.20 32,611,642.69 13,630,461.28
56 2/1/2026 32,611,642.69 230,999.14 96,615.75 32,515,026.95 13,861,460.41
57 3/1/2026 32,515,026.95 230,314.77 97,300.11 32,417,726.84 14,091,775.19
58 4/1/2026 32,417,726.84 229,625.57 97,989.32 32,319,737.52 14,321,400.75
59 5/1/2026 32,319,737.52 228,931.47 98,683.41 32,221,054.11 14,550,332.23
60 6/1/2026 32,221,054.11 228,232.47 99,382.42 32,121,671.69 14,778,564.69
61 7/1/2026 32,121,671.69 227,528.51 100,086.38 32,021,585.32 15,006,093.20
62 8/1/2026 32,021,585.32 226,819.56 100,795.32 31,920,790.00 15,232,912.76
63 9/1/2026 31,920,790.00 226,105.60 101,509.29 31,819,280.71 15,459,018.36
64 10/1/2026 31,819,280.71 225,386.57 102,228.31 31,717,052.40 15,684,404.93
65 11/1/2026 31,717,052.40 224,662.45 102,952.43 31,614,099.97 15,909,067.39
66 12/1/2026 31,614,099.97 223,933.21 103,681.68 31,510,418.29 16,133,000.59
67 1/1/2027 31,510,418.29 223,198.80 104,416.09 31,406,002.20 16,356,199.39
68 2/1/2027 31,406,002.20 222,459.18 105,155.70 31,300,846.50 16,578,658.57
69 3/1/2027 31,300,846.50 221,714.33 105,900.55 31,194,945.95 16,800,372.90
70 4/1/2027 31,194,945.95 220,964.20 106,650.68 31,088,295.27 17,021,337.10
71 5/1/2027 31,088,295.27 220,208.76 107,406.13 30,980,889.14 17,241,545.86
72 6/1/2027 30,980,889.14 219,447.96 108,166.92 30,872,722.22 17,460,993.83
73 7/1/2027 30,872,722.22 218,681.78 108,933.10 30,763,789.12 17,679,675.61
74 8/1/2027 30,763,789.12 217,910.17 109,704.71 30,654,084.41 17,897,585.78
75 9/1/2027 30,654,084.41 217,133.10 110,481.79 30,543,602.63 18,114,718.88
76 10/1/2027 30,543,602.63 216,350.52 111,264.36 30,432,338.26 18,331,069.40
77 11/1/2027 30,432,338.26 215,562.40 112,052.49 30,320,285.77 18,546,631.79
Page 2
Attachemnt F
Payment Beginning Ending Cumulative
No.Date Balance Interest Principal Balance Interest
78 12/1/2027 30,320,285.77 214,768.69 112,846.19 30,207,439.58 18,761,400.48
79 1/1/2028 30,207,439.58 213,969.36 113,645.52 30,093,794.06 18,975,369.85
80 2/1/2028 30,093,794.06 213,164.37 114,450.51 29,979,343.55 19,188,534.22
81 3/1/2028 29,979,343.55 212,353.68 115,261.20 29,864,082.35 19,400,887.91
82 4/1/2028 29,864,082.35 211,537.25 116,077.63 29,748,004.72 19,612,425.16
83 5/1/2028 29,748,004.72 210,715.03 116,899.85 29,631,104.87 19,823,140.19
84 6/1/2028 29,631,104.87 209,886.99 117,727.89 29,513,376.98 20,033,027.18
85 7/1/2028 29,513,376.98 209,053.09 118,561.80 29,394,815.18 20,242,080.27
86 8/1/2028 29,394,815.18 208,213.27 119,401.61 29,275,413.57 20,450,293.54
87 9/1/2028 29,275,413.57 207,367.51 120,247.37 29,155,166.20 20,657,661.06
88 10/1/2028 29,155,166.20 206,515.76 121,099.12 29,034,067.08 20,864,176.82
89 11/1/2028 29,034,067.08 205,657.98 121,956.91 28,912,110.17 21,069,834.79
90 12/1/2028 28,912,110.17 204,794.11 122,820.77 28,789,289.40 21,274,628.91
91 1/1/2029 28,789,289.40 203,924.13 123,690.75 28,665,598.65 21,478,553.04
92 2/1/2029 28,665,598.65 203,047.99 124,566.89 28,541,031.76 21,681,601.03
93 3/1/2029 28,541,031.76 202,165.64 125,449.24 28,415,582.52 21,883,766.67
94 4/1/2029 28,415,582.52 201,277.04 126,337.84 28,289,244.68 22,085,043.71
95 5/1/2029 28,289,244.68 200,382.15 127,232.73 28,162,011.94 22,285,425.86
96 6/1/2029 28,162,011.94 199,480.92 128,133.97 28,033,877.98 22,484,906.78
97 7/1/2029 28,033,877.98 198,573.30 129,041.58 27,904,836.40 22,683,480.08
98 8/1/2029 27,904,836.40 197,659.26 129,955.63 27,774,880.77 22,881,139.34
99 9/1/2029 27,774,880.77 196,738.74 130,876.14 27,644,004.63 23,077,878.08
100 10/1/2029 27,644,004.63 195,811.70 131,803.18 27,512,201.44 23,273,689.78
101 11/1/2029 27,512,201.44 194,878.09 132,736.79 27,379,464.65 23,468,567.87
102 12/1/2029 27,379,464.65 193,937.87 133,677.01 27,245,787.64 23,662,505.75
103 1/1/2030 27,245,787.64 192,991.00 134,623.89 27,111,163.76 23,855,496.74
104 2/1/2030 27,111,163.76 192,037.41 135,577.47 26,975,586.28 24,047,534.15
105 3/1/2030 26,975,586.28 191,077.07 136,537.81 26,839,048.47 24,238,611.22
106 4/1/2030 26,839,048.47 190,109.93 137,504.96 26,701,543.51 24,428,721.15
107 5/1/2030 26,701,543.51 189,135.93 138,478.95 26,563,064.56 24,617,857.08
108 6/1/2030 26,563,064.56 188,155.04 139,459.84 26,423,604.72 24,806,012.12
109 7/1/2030 26,423,604.72 187,167.20 140,447.68 26,283,157.04 24,993,179.32
110 8/1/2030 26,283,157.04 186,172.36 141,442.52 26,141,714.52 25,179,351.69
111 9/1/2030 26,141,714.52 185,170.48 142,444.41 25,999,270.11 25,364,522.17
112 10/1/2030 25,999,270.11 184,161.50 143,453.39 25,855,816.72 25,548,683.66
113 11/1/2030 25,855,816.72 183,145.37 144,469.51 25,711,347.21 25,731,829.03
114 12/1/2030 25,711,347.21 182,122.04 145,492.84 25,565,854.37 25,913,951.07
115 1/1/2031 25,565,854.37 181,091.47 146,523.41 25,419,330.95 26,095,042.54
116 2/1/2031 25,419,330.95 180,053.59 147,561.29 25,271,769.66 26,275,096.14
117 3/1/2031 25,271,769.66 179,008.37 148,606.51 25,123,163.15 26,454,104.50
118 4/1/2031 25,123,163.15 177,955.74 149,659.14 24,973,504.00 26,632,060.24
119 5/1/2031 24,973,504.00 176,895.65 150,719.23 24,822,784.77 26,808,955.90
120 6/1/2031 24,822,784.77 175,828.06 151,786.82 24,670,997.95 26,984,783.96
121 7/1/2031 24,670,997.95 174,752.90 152,861.98 24,518,135.97 27,159,536.86
122 8/1/2031 24,518,135.97 173,670.13 153,944.75 24,364,191.22 27,333,206.99
123 9/1/2031 24,364,191.22 172,579.69 155,035.20 24,209,156.02 27,505,786.67
124 10/1/2031 24,209,156.02 171,481.52 156,133.36 24,053,022.66 27,677,268.20
125 11/1/2031 24,053,022.66 170,375.58 157,239.31 23,895,783.35 27,847,643.77
126 12/1/2031 23,895,783.35 169,261.80 158,353.08 23,737,430.27 28,016,905.57
127 1/1/2032 23,737,430.27 168,140.13 159,474.75 23,577,955.51 28,185,045.70
128 2/1/2032 23,577,955.51 167,010.52 160,604.37 23,417,351.15 28,352,056.22
129 3/1/2032 23,417,351.15 165,872.90 161,741.98 23,255,609.17 28,517,929.13
130 4/1/2032 23,255,609.17 164,727.23 162,887.65 23,092,721.52 28,682,656.36
131 5/1/2032 23,092,721.52 163,573.44 164,041.44 22,928,680.08 28,846,229.80
Page 3
Attachemnt F
Payment Beginning Ending Cumulative
No.Date Balance Interest Principal Balance Interest
132 6/1/2032 22,928,680.08 162,411.48 165,203.40 22,763,476.68 29,008,641.29
133 7/1/2032 22,763,476.68 161,241.29 166,373.59 22,597,103.09 29,169,882.58
134 8/1/2032 22,597,103.09 160,062.81 167,552.07 22,429,551.02 29,329,945.39
135 9/1/2032 22,429,551.02 158,875.99 168,738.90 22,260,812.12 29,488,821.38
136 10/1/2032 22,260,812.12 157,680.75 169,934.13 22,090,877.99 29,646,502.13
137 11/1/2032 22,090,877.99 156,477.05 171,137.83 21,919,740.16 29,802,979.18
138 12/1/2032 21,919,740.16 155,264.83 172,350.06 21,747,390.10 29,958,244.01
139 1/1/2033 21,747,390.10 154,044.01 173,570.87 21,573,819.23 30,112,288.02
140 2/1/2033 21,573,819.23 152,814.55 174,800.33 21,399,018.90 30,265,102.58
141 3/1/2033 21,399,018.90 151,576.38 176,038.50 21,222,980.40 30,416,678.96
142 4/1/2033 21,222,980.40 150,329.44 177,285.44 21,045,694.96 30,567,008.40
143 5/1/2033 21,045,694.96 149,073.67 178,541.21 20,867,153.75 30,716,082.08
144 6/1/2033 20,867,153.75 147,809.01 179,805.88 20,687,347.88 30,863,891.08
145 7/1/2033 20,687,347.88 146,535.38 181,079.50 20,506,268.37 31,010,426.46
146 8/1/2033 20,506,268.37 145,252.73 182,362.15 20,323,906.22 31,155,679.20
147 9/1/2033 20,323,906.22 143,961.00 183,653.88 20,140,252.34 31,299,640.20
148 10/1/2033 20,140,252.34 142,660.12 184,954.76 19,955,297.58 31,442,300.32
149 11/1/2033 19,955,297.58 141,350.02 186,264.86 19,769,032.72 31,583,650.35
150 12/1/2033 19,769,032.72 140,030.65 187,584.23 19,581,448.49 31,723,680.99
151 1/1/2034 19,581,448.49 138,701.93 188,912.96 19,392,535.53 31,862,382.92
152 2/1/2034 19,392,535.53 137,363.79 190,251.09 19,202,284.44 31,999,746.71
153 3/1/2034 19,202,284.44 136,016.18 191,598.70 19,010,685.74 32,135,762.90
154 4/1/2034 19,010,685.74 134,659.02 192,955.86 18,817,729.88 32,270,421.92
155 5/1/2034 18,817,729.88 133,292.25 194,322.63 18,623,407.25 32,403,714.17
156 6/1/2034 18,623,407.25 131,915.80 195,699.08 18,427,708.17 32,535,629.97
157 7/1/2034 18,427,708.17 130,529.60 197,085.28 18,230,622.88 32,666,159.57
158 8/1/2034 18,230,622.88 129,133.58 198,481.30 18,032,141.58 32,795,293.15
159 9/1/2034 18,032,141.58 127,727.67 199,887.21 17,832,254.36 32,923,020.82
160 10/1/2034 17,832,254.36 126,311.80 201,303.08 17,630,951.28 33,049,332.62
161 11/1/2034 17,630,951.28 124,885.90 202,728.98 17,428,222.30 33,174,218.53
162 12/1/2034 17,428,222.30 123,449.91 204,164.98 17,224,057.33 33,297,668.44
163 1/1/2035 17,224,057.33 122,003.74 205,611.14 17,018,446.19 33,419,672.18
164 2/1/2035 17,018,446.19 120,547.33 207,067.56 16,811,378.63 33,540,219.50
165 3/1/2035 16,811,378.63 119,080.60 208,534.28 16,602,844.34 33,659,300.10
166 4/1/2035 16,602,844.34 117,603.48 210,011.40 16,392,832.94 33,776,903.58
167 5/1/2035 16,392,832.94 116,115.90 211,498.98 16,181,333.96 33,893,019.48
168 6/1/2035 16,181,333.96 114,617.78 212,997.10 15,968,336.86 34,007,637.26
169 7/1/2035 15,968,336.86 113,109.05 214,505.83 15,753,831.03 34,120,746.32
170 8/1/2035 15,753,831.03 111,589.64 216,025.25 15,537,805.78 34,232,335.95
171 9/1/2035 15,537,805.78 110,059.46 217,555.43 15,320,250.35 34,342,395.41
172 10/1/2035 15,320,250.35 108,518.44 219,096.44 15,101,153.91 34,450,913.85
173 11/1/2035 15,101,153.91 106,966.51 220,648.38 14,880,505.53 34,557,880.36
174 12/1/2035 14,880,505.53 105,403.58 222,211.30 14,658,294.23 34,663,283.94
175 1/1/2036 14,658,294.23 103,829.58 223,785.30 14,434,508.93 34,767,113.52
176 2/1/2036 14,434,508.93 102,244.44 225,370.45 14,209,138.49 34,869,357.96
177 3/1/2036 14,209,138.49 100,648.06 226,966.82 13,982,171.67 34,970,006.03
178 4/1/2036 13,982,171.67 99,040.38 228,574.50 13,753,597.17 35,069,046.41
179 5/1/2036 13,753,597.17 97,421.31 230,193.57 13,523,403.60 35,166,467.72
180 6/1/2036 13,523,403.60 95,790.78 231,824.11 13,291,579.49 35,262,258.50
181 7/1/2036 13,291,579.49 94,148.69 233,466.20 13,058,113.29 35,356,407.19
182 8/1/2036 13,058,113.29 92,494.97 235,119.91 12,822,993.38 35,448,902.15
183 9/1/2036 12,822,993.38 90,829.54 236,785.35 12,586,208.03 35,539,731.69
184 10/1/2036 12,586,208.03 89,152.31 238,462.58 12,347,745.46 35,628,884.00
Page 4
Attachemnt F
Payment Beginning Ending Cumulative
No.Date Balance Interest Principal Balance Interest
185 11/1/2036 12,347,745.46 87,463.20 240,151.69 12,107,593.77 35,716,347.19
186 12/1/2036 12,107,593.77 85,762.12 241,852.76 11,865,741.01 35,802,109.32
187 1/1/2037 11,865,741.01 84,049.00 243,565.88 11,622,175.12 35,886,158.32
188 2/1/2037 11,622,175.12 82,323.74 245,291.14 11,376,883.98 35,968,482.06
189 3/1/2037 11,376,883.98 80,586.26 247,028.62 11,129,855.36 36,049,068.32
190 4/1/2037 11,129,855.36 78,836.48 248,778.41 10,881,076.95 36,127,904.79
191 5/1/2037 10,881,076.95 77,074.30 250,540.59 10,630,536.36 36,204,979.09
192 6/1/2037 10,630,536.36 75,299.63 252,315.25 10,378,221.11 36,280,278.72
193 7/1/2037 10,378,221.11 73,512.40 254,102.48 10,124,118.63 36,353,791.12
194 8/1/2037 10,124,118.63 71,712.51 255,902.38 9,868,216.25 36,425,503.63
195 9/1/2037 9,868,216.25 69,899.87 257,715.02 9,610,501.23 36,495,403.49
196 10/1/2037 9,610,501.23 68,074.38 259,540.50 9,350,960.73 36,563,477.88
197 11/1/2037 9,350,960.73 66,235.97 261,378.91 9,089,581.82 36,629,713.85
198 12/1/2037 9,089,581.82 64,384.54 263,230.35 8,826,351.48 36,694,098.39
199 1/1/2038 8,826,351.48 62,519.99 265,094.89 8,561,256.58 36,756,618.38
200 2/1/2038 8,561,256.58 60,642.23 266,972.65 8,294,283.93 36,817,260.61
201 3/1/2038 8,294,283.93 58,751.18 268,863.71 8,025,420.23 36,876,011.79
202 4/1/2038 8,025,420.23 56,846.73 270,768.16 7,754,652.07 36,932,858.51
203 5/1/2038 7,754,652.07 54,928.79 272,686.10 7,481,965.97 36,987,787.30
204 6/1/2038 7,481,965.97 52,997.26 274,617.62 7,207,348.35 37,040,784.56
205 7/1/2038 7,207,348.35 51,052.05 276,562.83 6,930,785.52 37,091,836.61
206 8/1/2038 6,930,785.52 49,093.06 278,521.82 6,652,263.70 37,140,929.67
207 9/1/2038 6,652,263.70 47,120.20 280,494.68 6,371,769.02 37,188,049.88
208 10/1/2038 6,371,769.02 45,133.36 282,481.52 6,089,287.50 37,233,183.24
209 11/1/2038 6,089,287.50 43,132.45 284,482.43 5,804,805.07 37,276,315.69
210 12/1/2038 5,804,805.07 41,117.37 286,497.51 5,518,307.55 37,317,433.06
211 1/1/2039 5,518,307.55 39,088.01 288,526.87 5,229,780.68 37,356,521.07
212 2/1/2039 5,229,780.68 37,044.28 290,570.60 4,939,210.08 37,393,565.35
213 3/1/2039 4,939,210.08 34,986.07 292,628.81 4,646,581.27 37,428,551.42
214 4/1/2039 4,646,581.27 32,913.28 294,701.60 4,351,879.67 37,461,464.71
215 5/1/2039 4,351,879.67 30,825.81 296,789.07 4,055,090.60 37,492,290.52
216 6/1/2039 4,055,090.60 28,723.56 298,891.32 3,756,199.27 37,521,014.08
217 7/1/2039 3,756,199.27 26,606.41 301,008.47 3,455,190.80 37,547,620.49
218 8/1/2039 3,455,190.80 24,474.27 303,140.62 3,152,050.18 37,572,094.76
219 9/1/2039 3,152,050.18 22,327.02 305,287.86 2,846,762.32 37,594,421.78
220 10/1/2039 2,846,762.32 20,164.57 307,450.32 2,539,312.01 37,614,586.35
221 11/1/2039 2,539,312.01 17,986.79 309,628.09 2,229,683.92 37,632,573.14
222 12/1/2039 2,229,683.92 15,793.59 311,821.29 1,917,862.63 37,648,366.74
223 1/1/2040 1,917,862.63 13,584.86 314,030.02 1,603,832.60 37,661,951.60
224 2/1/2040 1,603,832.60 11,360.48 316,254.40 1,287,578.20 37,673,312.08
225 3/1/2040 1,287,578.20 9,120.35 318,494.54 969,083.66 37,682,432.42
226 4/1/2040 969,083.66 6,864.34 320,750.54 648,333.12 37,689,296.77
227 5/1/2040 648,333.12 4,592.36 323,022.52 325,310.60 37,693,889.13
228 6/1/2040 325,310.60 2,304.28 325,310.60 0.00 37,696,193.41
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