HomeMy WebLinkAboutNorth Grove Business Park Assoc Inc(Sublessor)& CMS Solutions (Sublessee) Memorandum of Consent To Sublease Agrmt-2-8-24 MEMORANDUM OF
CONSENT TO
SUBLEASE OF LAND LEASE AND
AGREEMENT
AND ESTOPPEL REGARDING
2727 NORTH GROVE INDUSTRIAL, FRESNO, CA 93727
This MEMORANDUM OF CONSENT TO SUBLEASE OF LAND LEASE AND
AGREEMENT AND ESTOPPEL (Consent) is made as of the 8th day of February, 2024, by and
between the CITY OF FRESNO, a municipal corporation through its Airports Department
(Lessor), and NORTH GROVE BUSINESS PARK ASSOCIATION, INC., a California corporation
(Tenant or Sublessor) and CMS SOLUTIONS, a California corporation (Sublessee). Sublessor
and Sublessee are collectively the Parties.
RECITALS
WHEREAS, Lessor and Sublessor are parties to a certain August 20, 2007, Land Lease
and Agreement(Ground Lease), is attached hereto as Exhibit A and incorporated herein,wherein
Sublessor agreed to lease certain real property identified in Exhibit A(Leased Premises).
WHEREAS, by Sublease between Sublessor and Sublessee, a copy of which is attached
hereto as Exhibit B (the Sublease) Sublessor has agreed to sublease a portion of the Leased
Premises (the Subleased Premises) to Sublessee, as more fully described and set forth in the
Sublease; and
WHEREAS, Sublessor and Sublessee hereby request Lessor's consent to the Sublease,
and Lessor is willing to consent to this Sublease in the public interest and upon the terms and
conditions herein.
WHEREAS, in entering this Consent and the Sublease, it is recognized, understood, and
agreed that Sublessor shall remain responsible and liable respecting the referenced Ground
Lease. Sublessee shall also be jointly and severally responsible and liable with respect to certain
provisions of the Ground Lease as stated and defined as "Assumed Obligations" in the Sublease.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are acknowledged, Lessor, Sublessor and Sublessee agree as follows:
Section 1. Consent to Sublease
a. Lessor hereby consents to the subletting of the Subleased Premises by Sublessor
to Sublessee pursuant to the Sublease, such consent being subject to and upon the terms and
conditions set forth herein. The parties understand that nothing contained in this Consent shall:
1. Operate as an approval or ratification by the Lessor of any of the provisions
of the Sublease, except as specifically set forth herein, or as a representation or warranty by
Lessor in writing, and, except as may be otherwise set forth herein, Lessor shall not be bound or
estopped in any way by the provisions of the Sublease;
2. Be construed to modify, waive or affect: (i) any of the provisions,
covenants or conditions in the Ground Lease, (ii) any of Sublessor's obligations under the Ground
Lease, or(iii)any rights or remedies of Lessor under the Ground Lease or otherwise or to enlarge
or increase Lessor's obligations or Sublessor's rights under the Ground Lease or otherwise;
3. Be construed to waive any future breach or default on the part of Sublessor
under the Ground Lease; or
30380938.1/525341.0001
4. Constitute a waiver by Lessor of its rights to receive any future amounts due
from Sublessor to Lessor.
b. This Consent is not assignable, except in connection with permitted or consented
to assignments.
C. The Sublease shall be subject and subordinate at all times to the Ground Lease and
all of its provisions, covenants and conditions. In, case of any conflict between the provisions of the
Ground Lease and the provisions of the Sublease, the provisions of the Ground Lease shall prevail
unaffected by the Sublease, but subject to the express terms of this Consent.
d. Neither the Sublease nor this Consent thereto shall release or discharge the
Sublessor from any liability under the Ground Lease. Sublessor shall remain liable and
responsible for the full performance and observance of all of the provisions, covenants and
conditions set forth in the Ground Lease on the part of Sublessor to be performed and observed.
Section 2. Joint Assumption of Obligations under the Sublease.
Sublessee, from and after the Effective Date, jointly assumes and agrees to perform and
fulfill certain of the terms. covenants, conditions and obligations of the Ground Lease to be
performed by Sublessor, as stated and identified as Assumed Obligations in the Sublease.
Section 3. Sublessor Covenants and Obligations.
Sublessor is and shall continue to be liable for all amounts that may be due Lessor as
permitted by and provided in the Ground Lease.
Section 4. Litigation Costs.
If any litigation between Sublessor and Sublessee arises out of this Consent or concerning
the meaning of interpretation of the Sublease, the losing party shall pay the prevailing party's
costs and expenses of this litigation, including, without limitation, reasonable attorney's fees.
Section 5. Acknowledgment by Lessor.
Lessor does hereby represent and warrant to Sublessee as follows:
A. Lessor is the owner of the fee simple estate in the Leased Premises and is the landlord
under the Ground Lease. Exhibit A is a true, correct and complete copy of the Ground
Lease and all amendments thereto.
B. Neither Lessor nor, to the best of Lessor's knowledge, Tenant is in default of any of the
terms, conditions or covenants of the Lease, and to the best of Lessor's knowledge, no
condition exists which, with the giving of notice, the passage of time or both, would
constitute a default or event of default under the Lease.
C. The Ground Lease is in full force and effect, has not been modified or amended except
as set forth in Exhibit A, constitutes the only agreement between Lessor and Sublessor
with respect to the use or occupancy of the Leased Premises, and, to the knowledge
of Lessor, has not been previously assigned by Tenant.
Section 6. Successors and Assigns.
This Consent shall be binding on and inure to the benefit of the Parties to it, their heirs,
executors, administrators, successors in interest, and assigns.
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30380938.1/525341.0001
Section 7. Governing Law.
This Consent shall be governed by and construed in accordance with California law and
Fresno County shall be the place of venue and jurisdiction respecting this Consent.
Section 8. Effective Date.
The effective date of this Consent shall be the date the Lessor consents to this Sublease
following the Sublessor's and Sublessee's complete execution of this Consent.
Section 9. Counterparts; Facsimile; Headings.
This Consent may be executed in counterparts, each of which shall be an original, but all
of which together shall constitute one agreement. This Consent may be executed via facsimile
with confirmation of transmission and followed by a hard copy via U.S. Mail. The headings to
sections of this Consent are for convenient reference only and shall not be used in interpreting
this Consent.
[Signatures follow on the next pages.]
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30380938.1/525341.0001
The Parties have executed this Consent as of the date set forth next to their respective
signature.
SUBLESSOR:
NORTH GROVE BUSINESS PARK ASSOCIATION, INC.,
A California C oration
By: . Date: ZZ
Printed Name: Ray Settle, President Address:
By: Date:
Printed Name: CJ Ramirez, Secretary Address:'7- 615
SUBLESSEE:
CMS SOLUTIONS, a California corporation
executed in counterpart
By: Date:
Printed Name: Mitchell H. Allee Address:
Ph: ( ) —
executed in counterpart
By: Date:
Printed Name: Dorothea M. Allee Address:
Ph: ( )
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30380938.1/525341.0001
The Parties have executed this Consent as of the date set forth next to their respective
signature.
SUBLESSOR:
NORTH GROVE BUSINESS PARK ASSOCIATION, INC.,
A California Corporation
executed in counterpart Date:
By:
Printed Name: Ray Settle, President Address:
Ph: ( )
By: _
executed in counterpart Date:
Printed Name: CJ Ramirez, Secretary Address:
Ph: ( )
SUBLESSEE:
CMS SOLUTIONS, a California corporation
By: _ Date:
Printed Name: Mitchell H. Allee Address:
-r
By: Date: `31 s��
Printed N me: Dorothea M_Allee Address: 3361 /]Ec2
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30380938.1/525341.0001
CONSENT OF CITY TO SUBLEASE
The City of Fresno, through its Director of Aviation, consents to the Sublease to Sublessee of
the Agreement and Sublessee's assumption thereof, provided however that City does not
release, waive, relinquish, or compromise any rights under the Agreement against the original
and the current Sublessor and Sublessee. As noted above, the Sublessor shall also remain
liable respecting the obligations under the 2007 Land Lease and Agreement.
CITY OF FRESNO
a California 4municiI corporationl_ T/Zo/24
gy; Date:H son,A.A.E.,C.A.E.,IAP
irector of Aviation
APPROVED AS TO FORM:
Andrew J 70i
y
��
,�r3 12By: '�r Date:
Br on
Assistant City Attorney
ATTEST:
Todd Stermer,
City Clerk
Date: _ � �[�r
Deputy J
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30380938.1/525341.0001
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of
County of by
On efore m f'd �� Notary Public,
personally appeared ► �'
who proved to me on the basis of s factory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal. AURIAGU►CALUPENANCE
Ne[ary,Puhlk-California
COL
Commiszian Y 2403072
5ignat e✓ +W COMM Ej*res xay 4,x0t6
Name:
(typed or printed) (Seal)
AS/as
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of
County of
r� _ a Notary Public,
On 6T. befor�me,,
personally appearedwho proved to me on the basis sati evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
WITNESS my hand an fF seal, 0'41 *
COOSHANLEY
MM.#2445359
NOTARY PUBLIC-CALIFORNIA nl
FRESNO COUNTY
Signature: COMM.EXPIRES MAY23,2027'
Name:
(typed or printed) (Seal)
AS/as
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness,accuracy, or validity of that document.
State of
County of f �s
On 2,s]2 y _ before me, a Notary Public,
personally appeared T
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and offs pal seal. U cA. SaH zN sas
++ NOTARY PUBLIC•CALIFORNIA M
FRESNO COUNTY 0
Signature: COMM.EXPIRESMAY23.2027�
Name: (Seal)
(typed or printed)
AS/as
notary public or other officer completing this certificate verifies only the identity of the individual who
d signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Contra Costa
On MAR 15 2024 before me,
Cathy I. Gonzales, Notary Public a Notary Public,
�
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed y ,
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized cap acity('(ieS)
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal. CATHY I.GONZALES
Notary Public-California i
Contra Costa Count/ >
Signature: s� Commission 4 2429956
My Comm.Expires Jan G,2027
Name: C (Seal)
(typed or printed)
AS/as