HomeMy WebLinkAboutAgreement A-19-391 with Omninet Properties Manchester Center.pdf-1-
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SUBLEASE AGREEMENT
(Manchester Center)
This Sublease Agreement (“Sublease”) is made as of this ______ day of August, 2019
(“Effective Date”), by and between the Fresno Area Workforce Investment Corporation, a California
public benefit corporation (Workforce/SUB-LESSOR), and the County of Fresno, (County/SUB-
TENANT). SUB-LESSOR and SUB-TENANT are sometimes collectively referred to herein as the
“Parties” or each individually as a “Party.”
R E C I T A L S
W HEREAS, on August 19, 2011, Omninet Properties Manchester Center, LLC and
Fresart, LLC (collectively “Lessor”) and SUB-LESSOR entered into that certain Office Lease (the
“Master Lease”) in connection with the office project commonly known as Manchester Center and
described as 3302 N. Blackstone Avenue, Suite 155, consisting of 32,768 net usable square feet, more
or less, of office space (the “Premises”). A true and correct copy of the Master Lease is attached as
EXHIBIT A and incorporated by this reference;
W HEREAS, SUB-LESSOR and SUB-TENANT desire to enter into this Sublease for a
portion of the Premises (the “Subleased Premises”), as defined in Exhibit B (Manchester Workforce
Connection Map), attached and incorporated by reference. SUB-LESSOR has agreed to sublease the
Subleased Premises to SUB-TENANT on the terms, covenants, and conditions stated in this Sublease
and the Master Lease;
WHEREAS, pursuant to Section 14 of the Master Lease, Lessor shall reasonably
approve, as a condition of the effectiveness of this Sublease, all subleases presented by SUB-LESSOR.
The Consent to Sublease Agreement between Omninet Properties Manchester Center and the Fresno
Agreement No. 19-391
6th
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Area Workforce Investment Corporation is referenced in a separate Board Agenda Item calendared for
Board Calendar August 6, 2019, and incorporated by this reference;
WHEREAS, SUB-LESSOR represents and covenants that it is affiliated with the Fresno
Regional Workforce Development Board, a Joint Powers Authority ("FRWDB"); SUB-LESSOR is a duly
organized non-profit corporation under California law; SUB-TENANT will provide its cooperative public
services in conjunction with SUB-LESSOR’s programs and joint Premises in a manner consistent with
Revenue Section Code 501(c)(3) and Revenue and Taxation Code § 214(a);
NOW, THEREFORE, in consideration of the Recitals, which are incorporated into this
Sublease by this reference, the mutual covenants contained in this Sublease, and for valuable
consideration, the receipt and sufficiency of which are acknowledged by the Parties, the Parties agree
as follows:
A. Consent to Sublease. This Sublease shall only be made effective contingent
upon execution of a Consent to Sublease by LESSOR and SUB-LESSOR to sublease space or spaces
including 3302 N. Blackstone Avenue, Suite 155, Fresno, CA. This Sublease shall be rendered null,
void, and without force in the event that a Consent to Sublease Agreement is not executed by both
LESSOR and SUB-LESSOR, and delivered to SUB-TENANT within sixty (60) calendar days of this
Sublease .
B. Sublease. SUB-LESSOR subleases to SUB-TENANT and SUB-TENANT
subleases from SUB-LESSOR the Subleased Premises, subject to the terms, covenants, and conditions
contained in this Sublease and in the Master Lease. SUB-LESSOR and SUB-TENANT agree that the
Subleased Premises contains approximately 1,449 square feet of exclusive space, and 750 square feet
of common space, totaling 2,199 square feet of the collective 32,768 square feet of total facility space,
as documented in the Master Lease Agreement, approximating roughly 6.71% of the overall square
footage.
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C. Covenant. Lessor shall notify SUB-TENANT if the TENANT/SUB-LESSOR
becomes in default of any condition of the Master Lease. Notification shall be directly from the Lessor,
and not through the SUB-LESSOR.
D. Term. Subject to Lessor’s consent of this Sublease Agreement, the terms and
provisions of this Sublease shall be retroactively effective as of January 1, 2018, and will terminate on
August 31, 2021.
E. Base Rent. SUB-TENANT will pay base rent during the term of this Sublease in
the initial amount of $2,397 per month (“Base Rent”), payable monthly in advance on the first day of
each month. The base rent will be increased, under the same terms and conditions by which the Base
Rent is increased under the Master Lease, as described in Sections 2-4 of the Master Lease, where
throughout the extended option period, the amount of any monthly rental payment increase, over the last
monthly rental payment made during the term of the Master Lease by Workforce, shall be no more than
three cents ($0.03) per square foot more than the rental amount during the preceding year, beginning on
September 1. Furthermore, in the event that the term of this Sublease begins or ends on a date that is
not the first day of the month, base rent will be prorated as of that date.
Base Rent (per sq ft) Monthly Rent
Jan1 2018 – Aug 31 2018 $1.09 $2,397
Sept 1 2018 – Aug 31
2019
$1.12 $2.462
Sept 1 2019 – Aug 31
2020
$1.15 $2,528
Sept 1 2020 – Aug 31
2021
$1.18 $2,594
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F. Operating Expenses. SUB-TENANT expressly acknowledges that, in addition to
the Base Rent, SUB-TENANT shall pay for certain direct and indirect/community operating expenses
related to the provision of services to the Subleased Premises (the “Operating Expenses”) accrued by
SUB-LESSOR as a result of this Sublease. Such services shall include, but not be limited to, utilities,
janitorial, telephone service, and use of furniture and equipment. With respect to utilities, SUB-TENANT
shall be responsible, as invoiced by the SUB-LESSOR, to pay for its proportional share of electricity,
natural gas, water, sewer, garbage, and as defined in the Workforce Innovation and Opportunity Act,
Phase II Resource Sharing Agreement (Agt. 17-528), which shall be determined by a percentage of the
number of square feet of the Subleased Premises to the total square feet leased by the SUB-TENANT
under the Master Lease.
1. Cost Sharing of Operating Expenses. Operating Expenses shall be
commercially reasonable. SUB-TENANT shall pay SUB-LESSOR 6.71% of
gross non-amortized costs per month, for the Operating Expenses.
2. SUB-LESSOR shall provide SUB-TENANT with a monthly, itemized invoice
on or before the 10th day of each month for Base Rent, and Operating
Expenses directly attributable to SUB-TENANT'S use of the Subleased
Premises, as described in Section E. The SUB-TENANT shall pay the
described invoice within 45 days of postmark. Checks shall be remitted to
Fresno Area Workforce Investment Corporation, Attn: FISCAL Department,
2125 Kern Street, Suite 208, Fresno, CA 93721-2648.
G. Use of Subleased Premises. The Subleased Premises shall be used for general
office purposes by SUB-TENANT and for no other uses without the prior express written consent of
SUB-LESSOR, from Monday through Friday, 7:30 a.m. to 6:30 p.m. The SUB-TENANT may enter and
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use the Subleased Premises at other dates and times by scheduling with the SUB-LESSOR’s General
Services Manager. The SUB-TENANT agrees not to commit, suffer or permit any waste or nuisance on
the Subleased Premises, and not to use the Subleased Premises or permit the Subleased Premises to
be used for any illegal or immoral purposes.
SUB-TENANT further agrees to comply with all State laws, ordinances and other
governmental regulations, which may be required by any governmental authorities with respect to its use
of the Subleased Premises.
The SUB-LESSOR shall make the Subleased Premises available in “AS IS” condition. On
or before June 1, 2018, the SUB-TENANT shall inspect the Subleased Premises and independently
determine whether the Subleased Premises is suitable for its use.
H. Prohibited Uses. SUB-TENANT shall not commit or permit the commission of any
acts in or about the Subleased Premises, nor use or permit the use of the Subleased Premises, in any
way that:
1. causes cancellation of any fire, casualty, liability, or other insurance policy
insuring the Premises or its contents;
2. violates or conflicts with any law, statute, ordinance, or governmental rule or
regulation, whether now in force or hereinafter enacted, governing the
Subleased Premises or the Premises;
3. obstructs or interferes with the rights of other tenants or occupants of the
Premises or injures or annoys them; or,
4. constitutes the commission of waste on the Subleased Premises or the
commission or maintenance of a nuisance as defined by the laws of
California.
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I. Maintenance and Repairs. During the Sublease term, SUB-LESSOR shall
maintain the Subleased Premises in good repair and tenantable condition, so as to minimize
breakdowns and loss of SUB-TENANT’S use of the Subleased Premises caused by deferred or
inadequate maintenance.
J. Janitorial Services for the Subleased Premises. SUB-LESSOR shall be
responsible for the cost of all janitorial services for the Subleased Premises, as well as for the common
areas of the Premises. All costs for janitorial services shall be commercially reasonable.
K. Master Lease. As applied to this Sublease, the words “Lessor” and “Tenant” in
the Master Lease shall be deemed to refer to SUB-LESSOR and SUB-TENANT, respectively, under this
Sublease. All other capitalized terms not otherwise defined in the Sublease shall have the meaning
ascribed to such terms in the Master Lease. Except as otherwise expressly provided in this Sublease,
the covenants, agreements, provisions, and conditions of the Master Lease – to the extent that they
relate to the Subleased Premises and to the extent that they are not inconsistent with the terms of this
Sublease – are made a part of and incorporated into this Sublease as if recited in full in this Sublease.
The rights and obligations of the Lessor and the Tenant under the Master Lease will be deemed the
rights and obligations of SUB-LESSOR and SUB-TENANT, respectively, under this Sublease, and will
inure to the benefit of, and be binding upon, SUB-LESSOR and SUB-TENANT, respectively. As
between the Parties to this Sublease only, in the event of a conflict between the terms of the Master
Lease and the terms of this Sublease, covenants, protections, and terms between the SUB-LESSOR
and SUB-TENANT shall be preserved.
L. Obtaining Lessor’s Consent. Whenever Lessor’s consent is required under the
Master Lease, and whenever Lessor is required to perform its obligations under the Master Lease, SUB-
LESSOR agrees to use reasonable, good faith efforts to obtain that consent or performance on behalf of
SUB-TENANT.
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M. No Existing Defaults. SUB-LESSOR covenants, represents and warrants to
SUB-TENANT that, as of the Effective Date, the Master Lease is in full force and effect, and SUB-
LESSOR has neither given nor received a notice of default under the Master Lease and that SUB-
TENANT will have quiet enjoyment of the Sublease so long as the County is not in default.
N. Preservation of Master Lease. SUB-TENANT and SUB-LESSOR will each refrain
from any act or omission that would result in the failure or breach of any of the covenants, provisions, or
conditions of the Master Lease on the part of Tenant under the Master Lease.
O. Variations from Master Lease. In addition to the foregoing terms and conditions,
as between SUB-LESSOR and SUB-TENANT, the terms and conditions of the Master Lease are
modified as follows in regards to the obligations between SUB-LESSOR and SUB-TENANT:
1. Non-appropriation of Funds. SUB-TENANT expressly understands that the
funds available to SUB-LESSOR for the payment of rent under the Master
Lease are received from public funding sources including Federal, State, and
local governments; therefore, in the event such funds are reduced or
terminated by the funding source(s), SUB-LESSOR shall have the right to
terminate this Sublease without penalty by submitting thirty (30) days’
advance written notice to SUB-TENANT. SUB-LESSOR expressly
understands that the funds available to SUB-TENANT for the payment of rent
under the Sublease are received from public funding sources including
Federal, State, and local governments; therefore, in the event such funds are
reduced or terminated by the funding source(s), SUB-TENANT shall have the
right to terminate this Sublease or program services at the Subleased
Premises, without penalty by submitting thirty (30) days’ advance written
notice to SUB-LESSOR.
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P. Termination. Subject to Section (N)(1), either Party may terminate this Sublease
at any time and for any reason provided, however, that the terminating Party must give the other Party
sixty (60) days’ notice of such termination. SUB-TENANT may terminate under direction by the County
Administrative Officer, the Director of Internal Services, or by a designee of their appointment.
Q. Brokers. The Parties to this Sublease warrant to each other that neither Party
dealt with any broker or finder in connection with the consummation of this Sublease and each Party
agrees to protect, defend, indemnify and hold the other Party harmless from and against any and all
claims or liabilities for brokerage commissions or finder’s fees arising out of that Party’s acts in
connection with this Sublease. The provisions of this Section P shall survive the expiration or earlier
termination of this Sublease.
R. Independent Contractor. In performance of the work, duties and obligations
assumed by SUB-LESSOR under this Agreement, it is mutually understood and agreed that SUB-
LESSOR, including any and all of the SUB-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, or employee of the COUNTY. Furthermore, COUNTY shall have no right to
control or supervise or direct the manner or method by which SUB-LESSOR shall perform its work and
function. However, COUNTY shall retain the right to administer this Agreement so as to verify that SUB-
LESSOR is performing its obligations in accordance with the terms and conditions thereof.
SUB-LESSOR and COUNTY 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, SUB-LESSOR shall have absolutely
no right to employment rights and benefits available to COUNTY employees. SUB-LESSOR shall be
solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee
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benefits. In addition, SUB-LESSOR shall be solely responsible and save COUNTY harmless from all
matters relating to payment of SUB-LESSOR'S employees, including compliance with Social Security
withholding and all other regulations governing such matters. It is acknowledged that during the term of
this Agreement, SUB-LESSOR may be providing services to others unrelated to the COUNTY or to this
Agreement.
S. Insurance and Condemnation Proceeds. SUB-LESSOR shall comply with the
insurance requirements as described in Section “S” below, incorporated by this reference. Additionally,
despite anything contained in the Master Lease to the contrary, as between SUB-LESSOR and SUB-
TENANT only, in the event of damage to or condemnation of the Subleased Premises, all insurance
proceeds or condemnation awards received by SUB-LESSOR under the Master Lease shall be deemed to
be the property of SUB-LESSOR, and SUB-TENANT will have no obligation to rebuild or restore the
Subleased Premises.
T. SUB-LESSOR Insurance. Without limiting the COUNTY's right to obtain
indemnification from SUB-LESSOR or any third parties, SUB-LESSOR, at its sole expense, shall
maintain in full force and effect, the following insurance policies or a program of self-insurance:
1. Commercial General Liability. Commercial General Liability Insurance with
limits of not less than One Million Dollars ($1,000,000.00) per occurrence and
an annual aggregate of Three Million Dollars ($3,000,000.00). This policy
shall be issued on a per occurrence basis.
2. 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.
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3. Worker's Compensation. A policy of Worker's Compensation insurance as
may be required by the California Labor Code.
4. Other Insurance Provisions. The insurance policies are to contain, or be
endorsed to contain, the following provisions:
SUB-LESSOR hereby waives its right to recover from COUNTY, its officers,
agents, and employees any amounts paid by the policies of worker’s
compensation and commercial general liability insurance required by this
Agreement. SUB-LESSOR is solely responsible to obtain any endorsement to
such policy that may be necessary to accomplish such waiver of subrogation,
but SUB-LESSOR’s waiver of subrogation under this paragraph is effective
whether or not SUB-LESSOR obtains such an endorsement.
Within thirty (30) days from the date SUB-LESSOR signs and executes this Agreement,
SUB-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, (Name and Address of the official who
will administer this contract), stating that such insurance coverage have been obtained and are in full
force; that the County of Fresno, its officers, agents and employees will not be responsible for any
premiums on the policies; that for such worker’s compensation insurance SUB-LESSOR 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 this insurance shall
not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to
COUNTY.
All policies shall be issued by admitted insurers licensed to do business in the State of
California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
rating of A FSC VII or better.
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5. Partial Damage – Insured. If the Premises are damaged and such damages
was caused by a casualty covered under an insurance policy required to be
maintained herein, SUB-TENANT shall not repair or replace SUB-LESSOR’s
fixtures, equipment, or SUB-LESSOR’s improvements.
6. Partial Damage – Uninsured. If, at any time during the term hereof, the
Premises are damaged, except by a negligent or willful act of SUB-LESSOR
(in which event SUB-LESSOR shall make the repairs, at its expense), and
such damage was caused by a casualty not covered under an insurance
policy required to be maintained by SUB-LESSOR herein, SUB-TENANT
may, at SUB-TENANT’s option, either (i) repair such damage within 180 days
at SUB-TENANTS’s expense, in which event this Sublease shall continue in
full force and effect, or (ii) give written notice to SUB-LESSOR within 30 days
after the date of the occurrence of such damage of SUB-TENANT’s intention
to cancel and terminate this Sublease as of the date of the occurrence of
such damage. In the event SUB-TENANT elects to give such notice of SUB-
TENANT’s intention to cancel and terminate this Sublease, SUB-LESSOR
shall have the right within 10 days after the receipt of such notice to notify
SUB-TENANT of SUB-LESSOR’s intention to repair such damage at SUB-
LESSOR’s expense, without reimbursement from SUB-TENANT, in which
event this Sublease shall continue in full force and effect, and SUB-LESSOR
shall proceed to make such repairs as soon as reasonably possible. If SUB-
LESSOR does not give such notice within such 10-day period, this Sublease
shall be cancelled and terminated as of the date of the occurrence of such
drainage.
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U. SUB-TENANT Insurance. SUB-TENANT shall comply with the insurance
requirements as described defined below in Exhibit C, attached and incorporated by this reference.
V. Audits and Inspections. The SUB-LESSOR shall at any time during business
hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for
examination all of its records and data with respect to the matters covered by this Sublease. The SUB-
LESSOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such
records and data necessary to ensure SUB-LESSOR 's compliance with the terms of this Sublease.
If this Sublease exceeds ten thousand dollars ($10,000.00), SUB-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).
W. Conflicts of interest. As described in the Recitals hereinabove, SUB-LESSOR is
a non-profit affiliate of the FRWDB. Each member of SUB-LESSOR's Board of Directors is a member of
the FRWDB and sits on the SUB-LESSOR's Board of Directors by virtue of their membership in
FRWDB. Each member of SUB-LESSOR's Board of Directors must comply with all California conflict
of interest laws, including but not limited to the California Political Reform Act (Gov. Code section 87000)
and California Government Code section 1090 and Government Code section 1091.2.
Members of the SUB-LESSOR’s Board of Directors shall disclose any self-dealing
transactions related to this sublease that they are a party to while SUB-LESSOR is providing goods or
performing services under this agreement. A self-dealing transaction shall mean a transaction to which
the SUB-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 related to this sublease
that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, attached
as Exhibit D and incorporated by reference, and submitting it to the COUNTY prior to commencing with
the self-dealing transaction or immediately thereafter.
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X. Notices. The persons and their addresses having authority to give and receive
notices under this Sublease including the following:
To SUB-LESSOR:
Fresno Area Workforce Investment Corporation
2125 Kern Street, Suite 208
Fresno, California 93721
Attn: General Services Manager
To SUB-TENANT:
County of Fresno, Department of Social
Services
C/O Department of Internal Services/Chief Information Officer
333 W Pontiac Way
Clovis, CA 93612-5613
Attn: ISD Lease Services
All notices between the SUB-TENANT and the SUB-LESSOR provided for or permitted
under this Sublease 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 COUNTY 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 COUNTY business day after deposit with the overnight commercial courier
service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the
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recipient. A notice delivered by telephonic facsimile is effective when transmission to the recipient is
completed (but, if such transmission is completed outside of COUNTY business hours, then such
delivery shall be deemed to be effective at the next beginning of a COUNTY business day), provided
that the sender maintains a machine record of the completed transmission. For all claims arising out of
or related to this Sublease, nothing in this section establishes, waives, or modifies any claims
presentation requirements or procedures provided by law, including but not limited to the Government
Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810).
Y. Amounts Payable. All amounts payable under this Sublease by SUB-TENANT
are payable directly to SUB-LESSOR.
Z. Condition of Subleased Premises Upon Delivery. SUB-LESSOR will deliver the
Subleased Premises to SUB-TENANT in its current “as-is” condition. SUB-LESSOR and SUB-TENANT
agree that the Subleased Premises contain furniture and a telephone for the SUB-TENANT to use and
SUB-TENANT will not remove any of the furniture and equipment on the expiration of the term of the
Sublease.
AA. Indemnity. To the fullest extent allowed by law, SUB-TENANT agrees to
indemnify, save, hold harmless, and at SUB-LESSOR’s request, defend SUB-LESSOR, its officers,
agents, and employees from and against any and all liabilities, claims, expenses (including reasonable
attorneys' fees and costs), losses and damages (including attorney fees and costs) (all “Claim”), that
may at any time be asserted against SUB-LESSOR by (a) the Lessor for failure of SUB-TENANT to
perform any of the covenants, agreements, terms, provisions, or conditions contained in the Master
Lease applicable to SUB-TENANT under the provisions of this Sublease; or (b) any Claims arising from
SUB-LESSOR's sole negligence or willful misconduct.
To the fullest extent allowed by law, SUB-LESSOR agrees to indemnify, save, hold
harmless, and at SUB-TENANT’s request, defend SUB-TENANT, its officers, agents, and employees
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from any and all Claims that may be asserted against SUB-TENANT in connection with (i) the
negligence and/or willful acts by SUB-LESSOR and its officers, agents, or employees, and (ii) from any
and all costs and expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses
occurring or resulting to any person, firm, or corporation who may be injured or damaged by the
performance, or failure to perform of SUB-LESSOR, its officers, agents, or employees under this Sub-
Lease.
The provisions of this Section Z shall survive the expiration or earlier termination of the
Master Lease or this Sublease.
BB. Certificates. Each Party to this Sublease will, from time to time as requested by
the other Party, on not less than thirty (30) days prior written notice, execute, acknowledge, and deliver
to the other Party a statement in writing certifying that this Sublease is unmodified and in full force and
effect (or if there have been modifications that this Sublease is in full force and effect as modified and
stating the modifications). That statement will certify the dates to which base rent, additional rent, and
any other charges have been paid. That statement will also state whether, to the knowledge of the
person signing the certificate, the other Party is in default beyond any applicable grace period provided
in this Sublease in the performance of any of its obligations under this Sublease. If the other Party is in
default beyond any applicable grace period, the statement will specify each default of which the signer
then has knowledge. It is intended that this statement may be relied on by others dealing with whom the
Parties requesting that certificate may be dealing.
CC. Severability. If any provision of this Sublease or the application of any provision
of this Sublease to any person or circumstance is, to any extent, held to be invalid or unenforceable, the
remainder of this Sublease or the application of that provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, will not be affected, and each provision of this
Sublease will be valid and be enforced to the fullest extent of the law.
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DD. Entire Agreement; Waiver. This Sublease constitutes the final, complete and
exclusive statement between the Parties to this Sublease pertaining to the Subleased Premises,
supersedes all prior and contemporaneous understandings or agreements of the Parties, and is binding
on and inures to the benefit of their respective heirs, representatives, successors, and assigns. No Party
has been induced to enter into this Sublease by, nor is any Party relying on, any representation or
warranty outside those expressly set forth in this Sublease. Any agreement made after the date of this
Sublease is ineffective to modify, waive, release, terminate, or effect and abandonment of this Sublease,
in whole or in part, unless that agreement is in writing, is signed by the Parties to this Sublease, and
specifically states that that agreement modifies this Sublease.
EE. Captions. Captions to the sections in this Sublease are included for convenience
only and do not modify any of the terms of this Sublease.
FF. Further Assurances. Each Party to this Sublease will at its own cost and expense
execute and deliver such further documents and instrument and will take such other actions as may be
reasonably required or appropriate to evidence or carry out the intent and purposes of this Sublease.
GG. Governing Law. This Sublease will be governed by and in all respects construed
in accordance with the laws of the State of California. Venue for any action arising out of or relating to
this Sublease shall only be in Fresno County, California.
HH. Capitalized Terms. All terms spelled with initial capital letters in this Sublease
that are not expressly defined in this Sublease will have the respective meanings given such terms in
the Master Lease.
II. Counterparts. This Sublease may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which taken together shall constitute
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one in the same instrument, and it shall not be necessary that any single counterpart bear the signatures
of all Parties.
JJ. Holdover. Any holding over by SUB-TENANT of the Subleased Premises after
the expiration or termination of this Sublease shall operate and be construed as a tenancy from month to
month on all terms of this Sublease, terminable by either Party upon 30-days’ prior written notice to the
other.
KK. Consent. The enforceability of this Sublease is expressly contingent upon and
subject to Lessor’s consent of this Sublease, as required under Section 14 of the Master Lease.
The Parties have executed this Sublease as of the date specified above.
EXHIBIT A
MASTER LEASE
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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Exhibit A
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2259194v1 / 16988.0001
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EXHIBIT C
SUB-TENANT INSURANCE REQUIREMENTS
I. LIABILITY AND PROPERTY INSURANCE. SUB-TENANT shall, at SUB-TENANT's
expense obtain and keep in force during the term of this Sublease, a policy of Combined
Single Limit, Bodily Injury, and Property Damage Insurance insuring SUB-LESSOR (and
SUB-LESSOR's mortgagee or lender, if any) and SUB-TENANT against any liability arising
out of such ownership, use, occupancy, or maintenance of the Premises and all areas
appurtenant thereto; Such insurance shall be a combined single limit policy not less than
Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million
Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. The limits of
said insurance shall not, however, limit SUB-TENANT's liability hereunder.
II. Property Insurance. SUB-LESSOR shall not be responsible for insuring SUB-TENANT’s
fixtures, equipment or SUB-TENANT improvements in the amount of the full replacement
value thereof, providing protection against all perils included within the classification of fire,
extended coverage, vandalism, malicious mischief, special extended perils (all risk).
III. Insurance Policies. SUB-TENANT shall deliver to SUB-LESSOR copies of Policies of
liability insurance required under Paragraph 1 of this Exhibit C, or certificates evidencing the
existence and amounts of such insurance. No such policy shall be cancelable or subject to
reduction of coverage or other modification except after 10-days’ prior written notice to SUB-
LESSOR. SUB-TENANT shall, within 10 days prior to the expiration of such policies, furnish
SUB-LESSOR with renewals or “binders” thereof, or SUB-LESSOR may order such
insurance and charge the cost thereof to SUB-TENANT, which amount shall be payable to
SUB-TENANT upon demand. SUB-TENANT shall not do or permit to be done anything
which shall invalidate the insurance policies referred to herein.
2259194v1 / 16988.0001
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IV. Mutual Waiver of Subrogation. Anything in this Sublease or the Master Lease to the
contrary notwithstanding, SUB-LESSOR and SUB-TENANT hereby waive and release each
other of and from any and all rights of recovery, claim, action or cause of action, against
each other, their partners, agents, officers and employees, for any loss or damage
regardless of cause or origin negligence of SUB-LESSOR or SUB-TENANT and their
partners, agents, officers and employees, but only to the extent of any recovery made by the
parties hereto for such loss of damage under any insurance policy now or hereafter issued
or required to be carried pursuant to this Sublease covering the Premises or Project. SUB-
LESSOR and SUB-TENANT agree to give immediately to their respective insurance
companies which have issued policies of insurance covering any risk of direct physical loss,
written notice of the terms of the mutual waivers contained in this Paragraph, and to have
the insurance policies properly endorsed, if necessary. SUB-LESSOR and SUB-TENANT
acknowledge that the waivers and releases set forth in this Paragraph are intended to result
in any loss or damage which is covered by insurance, borne by the insurance carrier of
SUB-LESSOR or SUB-TENANT, as the case may be, or by the party having the insurable
interest if such loss is not covered by insurance and this Sublease required such party to
maintain insurance to cover such loss. SUB-LESSOR and SUB-TENANT agree that such
waivers and releases were freely bargained for and willingly and voluntarily agreed to by
SUB-LESSOR and SUB-TENANT and do not constitute a violation of public policy.
V. Partial Damage – Insured. If the Premises are damaged and such damages was caused by
a casualty covered under an insurance policy required to be maintained herein, SUB-
LESSOR shall not repair or replace SUB-TENANT’s fixtures, equipment, or SUB-TENANT
improvements.
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VI. Partial Damage – Uninsured. If, at any time during the term hereof, the Premises are
damaged, except by a negligent or willful act of SUB-TENANT (in which event SUB-
TENANT shall make the repairs, at its expense), and such damage was caused by a
casualty not covered under an insurance policy required to be maintained by SUB-LESSOR
herein, SUB-LESSOR may, at SUB-LESSOR’s option, either (i) repair such damage within
180 days at SUB-LESSOR’s expense, in which event this Sublease shall continue in full
force and effect, or (ii) give written notice to SUB-TENANT within 30 days after the date of
the occurrence of such damage of SUB-LESSOR’s intention to cancel and terminate this
Sublease as of the date of the occurrence of such damage. In the event SUB-LESSOR
elects to give such notice of SUB-LESSOR’s intention to cancel and terminate this
Sublease, SUB-TENANT shall have the right within 10 days after the receipt of such notice
to notify SUB-LESSOR of SUB-TENANT’s intention to repair such damage at SUB-
TENANT’s expense, without reimbursement from SUB-LESSOR, in which event this
Sublease shall continue in full force and effect, and SUB-TENANT shall proceed to make
such repairs as soon as reasonably possible. If SUB-TENANT does not give such notice
within such 10-day period, this Sublease shall be cancelled and terminated as of the date of
the occurrence of such drainage.
VII. Total Destruction. If, at any time during the term hereof, the Premises are totally destroyed
from any cause whether or not covered by the insurance required to be maintained by SUB-
LESSOR herein (including any total destruction required by any authorized public authority),
this Sublease shall automatically terminate as of the date of such total destruction.
2259194v1 / 16988.0001
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EXHIBIT 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 Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
2259194v1 / 16988.0001
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(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: