HomeMy WebLinkAboutAgreement A-21-194 with CalViva.pdf-1-
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LEASE AGREEMENT
THIS LEASE AGREEMENT (“LEASE”) is made and entered into this day of ,
2021, by and between the COUNTY OF FRESNO, a political subdivision of the State of California,
(“COUNTY”), and Fresno Kings Madera Regional Health Authority, a joint powers authority, dba CalViva
Health, a California Government Entity, whose address is 7625 N. Palm Avenue, Suite 109, Fresno, CA
93711 (“LESSEE”). COUNTY and LESSEE shall also be referred to herein singularly as a “Party” and
collectively as “Parties”.
WITNESSETH
WHEREAS, COUNTY owns the building commonly known as the Department of Public Health
Brix-Mercer Building, located at 1221 Fulton Street, Fresno, CA 93721 which includes office space
known as Room 103; and
WHEREAS, COUNTY finds, based on LESSEE’S representations, the LESSEE’S use of office
space in the Building is in the public interest and that the LESSEE’s use of office space in the Building
will not substantially conflict with the use of the Building by the COUNTY; and
WHEREAS, COUNTY’S Board of Supervisors has found, pursuant to Government Code section
26227, that the certain portion of the office space in the Building (defined herein and hereinafter as
“Premises”) in not presently needed by the COUNTY for its purposes and is surplus, and that the
LESSEE’s use of the Premises will not conflict or interfere with the use of the Building by the COUNTY
during the TERM of this LEASE; and
WHEREAS, LESSEE desires to use the Premises to provide member services to help the
residents of Fresno County who reside in the general vicinity of downtown Fresno obtain and utilize
public assistance for healthcare and benefits; and
WHEREAS, the parties desire to set forth the terms of the use of the office space by LESSEE,
as mutually agreeable by the parties.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
8th June
Agreement No. 21-194
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1. LEASED PREMISES: COUNTY shall lease to LESSEE exclusive use of office space,
Room 103 and the modular furniture within, in the Building, located at 1221 Fulton Street, Fresno, CA
93721, which space is approximately one-hundred (100) square feet, as shown by Exhibit “A” and by his
reference incorporated herein (Premises).
2. TERM AND TERMINATION: COUNTY and LESSEE agree that LESSEE shall rent the
Premises for a term of five years for the period beginning September 1, 2021 and terminating
September 30, 2026. In no event shall the term of this LEASE be extended beyond September 30,
2026. In the case of the COUNTY, the County Administrative Officer, the Director of Internal
Service/Chief Information Officer, the Director of Public Health, or one of their respective designees
shall have the authority to give notice to terminate this LEASE. County and LESSEE shall each have the
right to terminate the LEASE without cause by providing 30-days written notice to the other party of said
termination.
3. RENT: LESSEE shall pay rent to the COUNTY on or before the first day of each month,
effective September 1, 2021, in the amount of $300.00 per month. In no event shall actual rents paid
under this LEASE exceed three thousand six hundred dollars ($3,600.00) for each twelve-month period
of this LEASE. COUNTY shall submit a monthly invoice requesting payment in a reasonable amount of
time in advance of any payment required to be made by LESSEE pursuant to the terms of this LEASE.
Such invoice will be submitted to LESSEE at 7265 N. Palm Avenue, Suite 109, Fresno, CA, 93711.
LESSEE shall pay the Rent by submitting payment to the County of Fresno, Department of Public
Health, ATTN: Business Office, 6th Floor, 1221 Fulton Street, Fresno, CA, 93721. In the event the
LEASE Commencement Date or the date of termination of the LEASE occurs other than on the first day
or last day of a calendar month, the rent for such month shall be prorated.
4. UTILITIES: COUNTY shall provide and pay for electricity, natural gas, water, sewer,
garbage, telephone, security, and computer network installations and costs for such services.
5. USE: LESSEE shall only use the Premises as office space for member services identified
herein, Monday through Friday, 8:00 am to 5:00 pm. LESSEE agrees not to commit, suffer, or permit
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any waste or nuisance on the Premises, and not to use or permit the use of the Premises for any illegal
or immoral purposes. LESSEE further agrees to comply with all State laws, local ordinances, and other
governmental regulations which may be required by any governmental authorities.
COUNTY shall make the premises available in "as is" condition. On or before September 1, 2021,
LESSEE has inspected the Premises, and by its independent determination confirmed that the Premises is
suitable for its use.
6. MAINTENANCE AND REPAIRS OF PREMISES: COUNTY shall be responsible for the
structural condition of the Premises, and for all exterior and interior maintenance, including but not
limited to, the air conditioning, heating, plumbing, and electrical systems, roof painting, and landscaping.
COUNTY covenants that the Premises shall be maintained in substantially the same condition as that
existing at the commencement of this LEASE.
COUNTY shall provide janitorial services for the Premises to comply with the janitorial standards as
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established by the COUNTY for its COUNTY-owned facilities.
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LESSEE shall report damages to the Premises within twenty-four (24) hours after they occur to the
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Department of Public Health -Facilities (559) 600-3229.
LESSEE shall be responsible to pay for all damages to the Premises and COUNTY property
caused by its clients, employees, and invitees.
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7. IMPROVEMENTS TO THE PREMISES: LESSEE shall not construct any improvements
to the Premises. LESSEE may request improvements to the Premises; however, the improvements
must be approved in writing by the COUNTY.
8. ENFORCEMENT OF LEASE: If LESSEE shall default or breach on any of the covenants
in the LEASE, COUNTY shall give written notice of such default or breach to LESSEE, and LESSEE
shall have thirty (30) days to cure such default or breach. If LESSEE does not cure the default or breach
within thirty (30) days, COUNTY may, at its option, at any time after such default or breach and without
any demand on or notice to LESSEE or to any kind whatsoever, re-enter and take possession of the
Premises and remove all persons or property therefrom, and terminate this LEASE, and LESSEE
waives any legal remedy to defeat COUNTY's rights and possessions hereunder. However, nothing
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contained herein shall prevent COUNTY from seeking any other legal or equitable remedies in a court of
law which may arise from such breach or default.
9. SECURITY FOR THE PREMISES: LESSEE shall not provide security of any kind at the
premises. COUNTY shall use its existing security at the Premises as arranged by COUNTY.
10. CONFIDENTIALITY: All services performed by LESSEE under this LEASE shall be
strictly in conformance with all applicable Federal, State, and/or local laws and regulations relating to
confidentiality.
11. SURRENDER OF POSSESSION: Upon the expiration or termination of this LEASE,
LESSEE will surrender Premises to COUNTY in such condition as existing at the commencement of this
LEASE less reasonable wear and tear, less the effects of any Casualty as herein defined, and less the
effects of any breach of COUNTY's covenant to maintain. LESSEE will not be responsible for any
damage which LESSEE was not obligated hereunder to repair.
12. FIXTURES: LESSEE agrees that any equipment, fixtures, or apparatus installed in or on
the Premises by LESSEE shall continue to be the property of LESSEE, and may be removed at any
time. LESSEE shall pay for the repair of any damage caused by the installation or removal of fixtures.
Any fixtures not removed when LESSEE surrenders possession shall become property of COUNTY.
Notwithstanding anything to the contrary in this Section 12, LESSEE has no right to make any
alterations, improvements, or additions to the Premises without COUNTY's prior written consent.
13. POSSESSORY INTEREST TAX: LESSEE agrees to pay any possessory interest tax
which may be levied upon the Premises. In this respect, LESSEE understands that LESSEE's use of
property owned by a tax exempt public agency may be subject to property taxation and LESSEE (the
person in whom the possessory interest is vested) is subject to the payment of property taxes levied on
such interest.
14. RIGHT OF ENTRY: COUNTY, or its representative(s), shall have the right to enter the
Premises at any time during business hours with reasonable notice and at such other time as LESSEE
deems appropriate, to make any alterations, repairs, or improvements to the Premises. The normal
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business of LESSEE or its invitees shall not be unnecessarily inconvenienced.
15. INDEPENDENT CONTRACTOR: In performance of the work, duties, and obligations
assumed by LESSEE under this LEASE, it is mutually understood and agreed that LESSEE, including
any and all of the LESSEE'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 venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall
have no right to control or supervise or direct the manner or method by which LESSEE shall perform its
work and function. However, COUNTY shall retain the right to administer this LEASE so as to verify that
LESSEE is performing its obligations in accordance with the terms and conditions thereof.
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LESSEE and COUNTY shall comply with all applicable provisions of law and the rules and
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regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
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Because of its status as an independent contractor, LESSEE shall have absolutely no right to
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employment rights and benefits available to COUNTY employees. LESSEE shall be solely liable and
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responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
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addition, LESSEE shall be solely responsible and save COUNTY harmless from all matters relating to
payment of LESSEE'S employees, including compliance with Social Security withholding and all other
regulations governing such matters. It is acknowledged that during the term of this LEASE, LESSEE may
be providing services to others unrelated to the COUNTY or to this LEASE.
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16. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this LEASE nor their
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rights or duties under this LEASE without the prior written consent of the other party.
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17. HOLD HARMLESS: LESSEE agrees to indemnify, save, hold harmless, and at COUNTY'S
request, defend the COUNTY, its officers, agents, and employees from any and all costs and expenses
(including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to
COUNTY in connection with the performance, or failure to perform, by LESSEE, its officers, agents, or
employees under this LEASE, and 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 LESSEE, its officers, agents, or
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1 employees under this LEASE.
2 The provisions of this Section 17 shall survive termination of this LEASE.
3 18. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from LESSEE
4 or any third parties, LESSEE, at its sole expense, shall maintain in full force and effect, the following
5 insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
6 arrangement or Joint Powers Agreement (JPA) throughout the term of the LEASE:
7 a. Commercial General Liability
8 Commercial General Liability Insurance with limits of not less than Two Million Dollars
9 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
10 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
11 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
12 liability or any other liability insurance deemed necessary because of the nature of this contract.
13 b. Automobile Liability
14 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
15 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
16 used in connection with this LEASE.
17 c. Professional Liability
18 If LESSEE employs licensed professional staff, (e.g., Ph.D., RN., L.C.S.W., M.F.C.C.) in providing
19 services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per
20 occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
21 d. Worker's Compensation
22 A policy of Worker's Compensation insurance as may be required by the California Labor
23 Code.
24 Additional Requirements Relating to Insurance
25 LESSEE shall obtain endorsements to the Commercial General Liability insurance naming the
26 County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured,
27 but only insofar as the operations under this LEASE are concerned. Such coverage for additional insured
28 shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its
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1 officers, agents and employees shall be excess only and not contributing with insurance provided under
2 LESSEE's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty
3 (30) days advance written notice given to COUNTY.
4 LESSEE hereby waives its right to recover from COUNTY, its officers, agents, and employees any
5 amounts paid by the policy of worker's compensation insurance required by this LEASE. LESSEE is solely
6 responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of
7 subrogation, but LESSEE's waiver of subrogation under this paragraph is effective whether or not LESSEE
8 obtains such an endorsement.
9 Within thirty (30) days from the date LESSEE signs and executes this LEASE, LESSEE shall
10 provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as
11 required herein, to the County of Fresno, Department of Public Health, P.O. Box 11867, Fresno, CA 93775,
12 ATTN: Contracts Section -6th Floor, stating that such insurance coverage have been obtained and are in
13 full force; that the County of Fresno, its officers, agents and employees will not be responsible for any
14 premiums on the policies; that for such worker's compensation insurance the LESSEE has waived its right
15 to recover from the COUNTY, its officers, agents, and employees any amounts paid under the insurance
16 policy and that waiver does not invalidate the insurance policy; that such Commercial General Liability
17 insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as
18 additional insured, but only insofar as the operations under this LEASE are concerned; that such coverage
19 for additional insured shall apply as primary insurance and any other insurance, or self-insurance,
20 maintained by COUNTY, its officers, agents and employees, shall be excess only and not contributing with
21 insurance provided under LESSEE's policies herein; and that this insurance shall not be cancelled or
22 changed without a minimum of thirty (30) days advance, written notice given to COUNTY.
23 In the event LESSEE fails to keep in effect at all times insurance coverage as herein provided, the
24 COUNTY may, in addition to other remedies it may have, suspend or terminate this LEASE upon the
25 occurrence of such event.
26 All policies shall be issued by admitted insurers licensed to do business in the State of California,
27 and such insurance shall be purchased from companies possessing a current AM. Best, Inc. rating of A
28 FSC VII or better.
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1 19. NOTICES: The persons and their addresses having authority to give and receive notices
2 under this LEASE include the following:
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COUNTY
Director of Internal Services/Chief
Information Officer (FL-129)
333 W. Pontiac Way
Clovis, CA 93612
LESSEE
Fresno Kings Madera Regional Health
Authority, dba CalViva Health
7625 N. Palm Ave., Ste. 109
Fresno, CA 93711
All notices between the COUNTY and LESSEE 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 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 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 LEASE, 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).
20. GOVERNING LAW: Venue for any action arising out of or related to this LEASE shall only be
in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this LEASE shall
be governed in all respects by the laws of the State of California.
21. AMENDMENT: This LEASE may be amended in writing by mutual consent of both parties
without in any way affecting the remainder.
22. ELECTRONIC SIGNATURE: The parties agree that this LEASE may be executed by
electronic signature as provided in this section. An "electronic signature" means any symbol or process
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1 intended by an individual signing this LEASE to represent their signature, including but not limited to (1) a
2 digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned
3 and transmitted (for example by PDF document) of a handwritten signature. Each electronic signature
4 affixed or attached to this LEASE (1) is deemed equivalent to a valid original handwritten signature of the
5 person signing this LEASE for all purposes, including but not limited to evidentiary proof in any
6 administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten
7 signature of that person. The provisions of this section satisfy the requirements of Civil Code section
8 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
9 beginning with section 1633.1 ). Each party using a digital signature represents that it has undertaken and
10 satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5),
11 and agrees that each other party may rely upon that representation. This LEASE is not conditioned upon
12 the parties conducting the transactions under it by electronic means and either party may sign this LEASE
13 with an original handwritten signature.
14 23. SEVERABILITY: If any provision in this LEASE is held by a court of competent jurisdiction to
15 be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without
16 being impaired or invalidated in any way, unless it would be unreasonable to do so in light of the object and
17 intent of this LEASE as a whole.
18 24. ENTIRE LEASE: This LEASE constitutes the entire LEASE between the LESSEE and
19 COUNTY with respect to the subject matter hereof, and supersedes all previous LEASE negotiations,
20 proposals, commitments, writings, advertisements, publications, and understanding of any nature
21 whatsoever unless expressly included in this LEASE.
22 This LEASE shall be binding and inure to the benefit of the COUNTY's heirs, successors, and
23 assigns.
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1 IN WITNESS WHEREOF, the parties hereto have executed this LEASE as of the day and year first
2 hereinabove written .
3 Fresno Kings Madera Regional Health
Authority, dba CalViva Health
4 . >a,,,JJ,~
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Dan iel Maychen
Chief Financial Officer
7625 N. Palm Ave ., Ste. 109
Fresno, CA 93711
FOR ACCOUNTING USE ONLY:
ORG: 56201500
Account: 3404
Fund : 0001
Subclass: 10000
By:
COUNT7tf;__
Steve Brandau
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
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