HomeMy WebLinkAboutAgreement A-16-237 with FKMRHA dba CalViva Health.pdf Agreement No. 16-237
1 LEASE AGREEMENT
2
3 THIS LEASE AGREEMENT (hereinafter "LEASE") is made and entered into this 24th
4 day of. May , 2016, by and between the COUNTY OF FRESNO, a Political Subdivision of the
5 State of California, hereinafter referred to as "COUNTY", and Fresno Kings Madera Regional
6 Health Authority, a joint powers authority, dba CalViva Health (a California Government Entity),
7 whose address is 7625 N. Palm Avenue, Suite 109, Fresno, CA 93711, hereinafter referred to as
8 "LESSEE".
9 WITNESSETH:
10 WHEREAS, COUNTY owns the building commonly known as the Department of
11 Public Health Brix-Mercer Building, located at 1221 Fulton Mall, Fresno, CA 93721 which
12 includes office space known as Room 103; and
13 WHEREAS, COUNTY finds, based on LESSEE'S representations, that LESSEE'S
14 use of office space in the Building is in the public interest and that the LESSEE'S use of office
15 space in the Building will not substantially conflict with the use of the Building by the COUNTY;
16 and
17 WHEREAS, COUNTY'S Board of Supervisors has found, pursuant to Government
18 Code section 26227, that the certain portion of the office space in the Building (defined herein
19 below as the "Premises" and hereinafter referred to as "Premises") is not presently needed by
20 the COUNTY for its purposes and are surplus and that LESSEE's use of the Premises will not
21 conflict or interfere with the use of the Building by the COUNTY during the TERM of this
22 LEASE; and
23 WHEREAS, LESSEE desires to use the Premises to provide member services to
24 help the residents of Fresno County who reside in the general vicinity of downtown Fresno
25 obtain and utilize public assistance for healthcare and benefits; and
26 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
27 herein contained, the parties hereto agree as follows:
28 1. LEASED PREMISES
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1 COUNTY shall lease to LESSEE exclusive use of office space, room 103 and
2 modular furniture, in the Building, which space is approximately one hundred (100) square feet,
3 as shown by Exhibit "A" and by this reference incorporated herein (hereinafter the "Premises").
4 2. TERM AND TERMINATION
5 COUNTY and LESSEE agree that LESSEE shall rent the Premises for a term of
6 three years for the period beginning May 24, 2016 and terminating May 23, 2019. The LEASE
7 may be renewed for two (2) additional, optional periods of one year each. The County
8 Administrative Officer, or the Director of Public Health, or one of their respective designees, shall
9 give notice of renewal of the LEASE ninety (90) days prior to the expiration of the then current
10 lease term. In no event shall the term of this LEASE extend beyond May 23, 2021, In the case of
11 the COUNTY, the County Administrative Officer, Director of Internal Service/ Chief Information
12 Officer, the Director of Public Health, or one of their respective designees shall have the authority
13 to give notice to terminate this LEASE. COUNTY and LESSEE shall each have the right to
14 terminate the LEASE without cause by providing 30-days written notice to the other party of said
15 termination.
16 3. RENT
17 LESSEE shall pay rent to the COUNTY on or before the first day of each month
18 effective June 1, 2016 at $300.00 per month. In no event shall actual rents paid under this LEASE
19 be in excess of Three Thousand Six Hundred ($3,600.00) for each twelve-month period of this
20 LEASE. COUNTY shall submit a monthly invoice requesting payment in a reasonable amount of
21 time in advance of any payment required to be made by LESSEE pursuant to the terms of this
22 LEASE. Such invoice will be submitted to LESSEE at 7265 N. Palm Avenue, Suite 109, Fresno,
23 CA 93711. LESSEE shall pay the Rent by submitting payment to the County of Fresno,
24 Department of Public Health, ATTN: Business Office, 6th Floor, 1221 Fulton Mall, Fresno, CA
25 93721. In the event the LEASE Commencement Date or the date of termination of the LEASE
26 occurs other than on the first day or last day of a calendar month, the rent for such month shall be
27 prorated,
28 4. UTILITIES
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1 COUNTY shall be responsible to provide and pay for electricity, natural gas,
2 water, sewer, garbage, telephone, security, and computer network installations and costs for such
3 services.
4 5. USE
5 LESSEE shall only use the Premises as office space for member services
6 identified herein, Monday through Friday, 8:00 am to 5:00 pm. LESSEE agrees not to commit,
7 suffer, or permit any waste or nuisance on the Premises and not to use or permit the use of the
8 Premises for any illegal or immoral purposes. LESSEE further agrees to comply with all State
9 laws, local ordinances, and other governmental regulations which may be required by any
10 governmental authorities.
11 COUNTY shall make the premises available in "as is" condition. On or before
12 June 1, 2016, LESSEE inspected the Premises and by its independent determination confirmed
13 that the Premises are suitable for its use. COUNTY warrants that the Premises are safe and
14 suitable for LESSEE'S intended use and are in compliance with all applicable laws, ordinances
15 and regulations for said use.
16 6, MAINTENANCE AND REPAIRS OF PREMISES
17 COUNTY shall be responsible for the structural condition of the Premises and for
18 all exterior and interior maintenance, including but not limited to, the air conditioning, heating,
19 plumbing, and electrical systems, roof, painting, and landscaping, . COUNTY covenants that the
20 Premises shall be maintained in substantially the same condition as that existing at the
21 commencement of this LEASE.
22 COUNTY shall provide janitorial services for the Premises to comply with the
23 janitorial standards as established by the COUNTY for its COUNTY owned facilities.
24 LESSEE shall report damages to the Premises within twenty-four (24) hours after
25 they occur to the Department of Public Health — Facilities (559) 600-3229.
26 LESSEE shall be responsible to pay for all damages to the Premises and County
27 property caused by its clients, employees, and invitees.
28 7. IMPROVEMENTS TO THE PREMISES
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1 LESSEE shall not construct any improvements to the Premises. LESSEE may
2 request improvement to the Premises, however, the improvements must be approved by the
3 COUNTY,
4 8. ENFORCEMENT OF LEASE
5 If LESSEE shall default or breach on any of the covenants in the LEASE,
6 COUNTY shall give written notice of such default or breach to LESSEE, and LESSEE shall have
7 thirty (30) days to cure such default or breach. If LESSEE does not cure the default or breach
8 within thirty (30) days, COUNTY may, at its option, at any time after such default or breach and
9 without any demand on or notice to LESSEE or to any kind whatsoever, re-enter and take
10 possession of the Premises and remove all persons or property therefrom, and LESSEE waives
11 any legal remedy to defeat COUNTY's rights and possessions hereunder. However, nothing
12 contained herein shall prevent COUNTY from seeking any other legal or equitable remedies in a
13 court of law which may arise from such breach or default,
14 9. NOTICES
15 All notices to be given under this LEASE by either Party to the other Party shall
16 be in writing, and given by any one of the following methods:
17 (i) Personal delivery; or
18 (ii) Sent by certified United States mail, first class postage prepaid, with
19 return receipt requested, to the applicable addresses as set forth below, in which case such notice
20 shall be deemed given three (3) business days if COUNTY is the recipient, or three (3) business
21 fays if LESSEE is the recipient, after such deposit and postmark with the United States Postal
22 Service; or
23 (iii) Sent by a reputable overnight commercial courier, in which case such
24 notice shall be deemed given one (1) business day if COUNTY is the recipient, or one (1)
25 business day if LESSEE is the recipient, after such deposit with that courier to the applicable
26 addresses as set forth below.
27 (iv) Sent by facsimile to the applicable telephone number set forth below,
28 provided that the Party sending such notice retains a legible written copy of documents
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1 transmitted and a legible, accurate, written confirmation of the time and date that such facsimile
2 was transmitted (it being agreed that the burden of proving timely receipt will be on the Party
3 sending such notice, and that if such sending Party's confirming document contains an inaccurate
4 time or date, it shall be deemed to have been received by the other party at 9:00 am on the next
5 clay if COUNTY is the recipient, or on the next succeeding LESSEE business day if LESSEE is
6 the recipient, after transmission), and further that if such transmission is otherwise completed in
7 compliance with this Section after 5:00 pm on any day, it shall be deemed given until the next
8 succeeding day of the recipient of such notice.
9 The addresses and telephone numbers of the Parties for purposes of giving or
10 receiving notices under this LEASE are as follows:
11
COUNTY OF FRESNO LESSEE
12 Robert W. Bash (FL-129) Greg Hund, CEO
13 Director of Internal Services Fresno Kings Madera Regional Health
2220 Tulare Street, Suite 2101 Authoritv, dba CalViva Health
14 Fresno, CA 93721-2116 7625 N. Palm Ave., Ste. 109
(559) 600-5847 Fresno, CA 93711
15 (559) 540-7840
16 Provided however, such notices may be given to such person or at such other place
17 as either of the Parties may from time to time designate by giving written notice to the other Party,
18 and provided further however, in any event notices of changes of address or termination of this
19 LEASE shall not be effective until actual delivery of such notice. Notices given hereunder shall not
20 be amendments or modifications to this LEASE.
21 10. HOLD HARMLESS
22 LESSEE agrees to indemnify, save, hold harmless, and at COUNTY'S
23 request, defend the COUNTY, its officers, agents, and employees from any and all costs and
24 expenses, damages, liabilities, claims, and losses occurring or resulting to COUNTY in
25 connection with the performance, or failure to perform, by LESSEE, its officers, agents, or
26 employees under this LEASE, and from any and all costs and expenses, damages, liabilities,
27 claims, and losses occurring or resulting to any person, firm, or corporation who may be injured
28
1 or damaged by the performance, or failure to perform, of LESSEE, its officers, agents, or
2 employees under this LEASE.
3 The parties acknowledge that as between COUNTY and LESSEE each is responsible
4 for the negligence of its own employees and invitees.
5 11. SECURITY FOR THE PREMISES
6 LESSEE shall not, in any manner whatsoever, provide security of any kind of
7 the premises. COUNTY shall use its existing security at the Premises as arranged by COUNTY.
8 12. INSURANCE
9 LESSEE, at its sole expense, shall maintain in full force and effect during the
10 term of this LEASE the following policies of insurance:
11 A. Commercial General Liability Insurance
12 Commercial General Liability Insurance with limits of not less than One
13 Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars
14 ($2,000,000). This policy shall be issued on a per occurrence basis.
15 B. All-Risk Fire Insurance
16 All-Risk Fire Insurance covering COUNTY owned personal property and
17 shall add COUNTY as an additional loss payee thereon.
18 C. Comprehensive Automobile Liability Insurance
19 Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than Two
20 Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred Thousand Dollars
21 ($500,000.00) per accident and for property damages of not less than Fifty Thousand Dollars
22 ($50,000.00), or such coverage with a combined single limit of Five Hundred Thousand Dollars
23 ($500,000.00). Coverage should include owned and non-owned vehicles used in connection
24 with this LEASE.
25 D. Worker's Compensation Insurance
26 In compliance with the provisions of the Labor Code of the State of
27 California during the performance of the operations contemplated herein will continue to comply
28 with said code.
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1 E. Professional Liability Insurance
2 If LESSEE employs professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
3 M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One
4 Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual
5 aggregate.
6 LESSEE shall obtain endorsements to the Commercial General Liability
7 insurance naming the County of Fresno, its officers, agents, and employees, individually and
8 collectively, as additional insured, but only insofar as the operations under this LEASE are
9 concerned. Such coverage for additional insured shall apply as primary insurance and any other
10 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be
11 excess only and not contributing with insurance provided under COUNTY's policies herein. This
12 insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written
13 notice given to COUNTY.
14 Within Thirty (30) days from the date LESSEE signs and executes this
15 Agreement, LESSEE shall provide certificates of insurance and endorsement as stated above for
16 all of the foregoing policies, as required herein, to the County of Fresno, Department of Public
'17 Health, P.O. Box 11867, Fresno, CA 93775 Attention: Contracts Section-6t" Floor, stating that
18 such insurance coverage have been obtained and are in full force; that the County of Fresno, its
19 officers, agents and employees will not be responsible for any premiums on the policies; that such
20 Commercial General Liability insurance names the County of Fresno, its officers, agents and
21 employees, individually and collectively, as additional insured, but only insofar as the operations
22 under this LEASE are concerned; that such coverage for additional insured shall apply as primary
23 insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents
24 and employees, shall be excess only and not contributing with insurance provided under
25 LESSEE'S policies herein; and that this insurance shall not be cancelled or changed without a
26 minimum of thirty (30) days advance, written notice given to COUNTY.
27 In the event LESSEE fails to keep in effect at all times insurance coverage as
28 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or
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1 terminate this Agreement upon the occurrence of such event.
2 All policies shall be issued by admitted insurers licensed to do business in the
3 State of California, and such insurance shall be purchased from companies possessing a current
4 A.M. Best, Inc. rating of A, FSC VII or better.
5 13. CONFIDENTIALITY
6 All services performed by LESSEE under this Agreement shall be in strict
7 conformance with all applicable Federal, State of California and/or local laws and regulations
8 relating to confidentiality.
9 14. INDEPENDENT CONTRACTOR
10 In performance of the work, duties and obligations assumed by LESSEE under this LEASE, it is
11 mutually understood and agreed that LESSEE, including any and all of the LESSEE'S officers,
12 agents, and employees will at all times be acting and performing as an independent contractor,
13 and shall act in an independent capacity and not as an officer, agent, servant, employee, joint
14 venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right to
15 control or supervise or direct the manner or method by which LESSEE shall perform its work and
16 function. However, COUNTY shall retain the right to administer this Agreement so as to verify that
17 LESSEE is performing its obligations in accordance with the terms and conditions of the LEASE.
18 LESSEE and COUNTY shall comply with all applicable provisions of law and the rules and
19 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
20 Because of its status as an independent contractor, LESSEE shall have
21 absolutely no right to employment rights and benefits available to COUNTY employees.
22 LESSEE shall be solely liable and responsible for providing to, or on behalf of, its employees all
23 legally-required employee benefits. In addition, LESSEE shall be solely responsible and save
24 COUNTY harmless from all matters, except for COUNTY and COUNTY's employee's gross
25 negligence and/or willful misconduct, relating to payment of LESSEE'S employees, including
26 compliance with Social Security withholding and all other regulations governing such matters. It
27 is acknowledged that during the term of this Agreement, LESSEE may be providing services to
28 others unrelated to the COUNTY or to this Agreement.
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1 15, SURRENDER OF POSSESSION
2 Upon the expiration or termination of this LEASE, LESSEE will surrender
3 Premises to COUNTY in such condition as existing at the commencement of this LEASE less
4 reasonable wear and tear, less the effects of any Casualty as herein defined, and less the effects
5 of any breach of COUNTY's covenant to maintain. LESSEE will not be responsible for any
6 damage which LESSEE was not obligated hereunder to repair.
7 16. FIXTURES
8 LESSEE agrees that any equipment, fixtures, or apparatus installed in or on the
9 Premises by LESSEE shall continue to be the property of LESSEE and may be removed at any
10 time. LESSEE shall pay for the repair of any damage caused by the installation or removal of
11 fixtures. Any fixtures not removed when LESSEE surrenders possession shall become property
12 of COUNTY. Notwithstanding anything to the contrary in this Paragraph 15, LESSEE has no right
13 to make any alterations, improvements, or additions to the Premises without COUNTY's prior
14 written consent.
15 17. POSSESSORY INTEREST TAX
16 LESSEE agrees to pay any possessory interest tax which may be levied upon
17 the Premises. In this respect, LESSEE understands that LESSEE'S use of property owned by a
18 tax exempt public agency may be subject to property taxation and LESSEE (the person in whom
19 the possessory interest is vested) is subject to the payment of property taxes levied on such
20 interest.
21 18. RIGHT OF ENTRY
22 COUNTY, or its representative(s), shall have the right to enter the Premises at
23 any time during business hours with reasonable notice and at such other time as LESSEE deems
24 appropriate, to make any alterations, repairs, or improvements to the Premises. The normal
25 business of LESSEE or its invitees shall not be unnecessarily inconvenienced.
26 19. AMENDMENT
27 This LEASE may be amended in writing by the mutual consent of both parties
28 without in any way affecting the remainder.
1 20. NON-ASSIGNMENT
2 Neither party shall assign, transfer, or sub-contract this LEASE nor their rights or
3 duties under this LEASE without the prior written consent of the other party.
4 21. GOVERNING LAW
5 Venue for any action arising out of or relating to this LEASE shall be in Fresno,
6 County, California.
7 22. SEVERABILITY— If any provision in this LEASE is held by a court of competent
8 jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless
9 continue in full force without being impaired or invalidated in any way, unless it would be
10 unreasonable to do so in light of the object and intent of this LEASE as a whole.
11 23. ENTIRE LEASE: This LEASE constitutes the entire LEASE between the
12 LESSEE and COUNTY with respect to the subject matter hereof and supersedes all previous
13 leases, negotiations, proposals, commitments, writings, advertisements, publications, and
14 understanding of any nature whatsoever unless expressly included in this LEASE.
15 This LEASE shall be binding and inure to the benefit of COUNTY's heirs successors
16 and assigns.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Lease as of
2 the day and year first hereinabove written.
3 Fresno Kings Madera Regional Health COUNTY OF FRESNO
Authorit a CalVi a Health '
4
5 William E. Gregor Ernest Buddy Mendel
Chief Financial Offi r Chairman, Board of Supervisors
6
7 Print Name&Title n
ve J v T[: 10
8
9 Mailing Address
10 DATE: 016 DATE: Cn Cu 0q-►A , 0'�b I I a
11
12 ATTEST:
14 Bernice E. Seidel, Clerk
15 REVIEWED & RECOMMENDED FOR APPROVAL
16
17 o rt Bash- ire or of Internal Services/Chief
Information Officer
18
REVIEWED & E OMM ED FOR APPROVAL
190
20 David Poma Ile
Director - Department of Public Health
21
APPROVED AS TO LEGAL FORM: APPROVED AS TO ACCOUNTING FORM
22 Daniel C. C d rborg unt Counsel
23 By: +wi@-Oeq, SNAG (Lenrc , t Vicki Crow, C.P.A.
Auditor-Controller/Treasurer-Tax Collector
24
25 FOR ACCOUNTING USE ONLY:
26 ORG No.: 56201500
Account No.: 3404
27
28
Exhibit A
151 150 148 147 1 ELEVATOR
141 ;
152 IIIIIIIII
149 143 142
Wom A/R
125 132
M D/R 1288
124 120 131
123 128A
130
122 {
129
121
D p 127
D � Storage
105
101A
PC Closel
104
108
110
103
CLV
101 106 107
H
102
IV
Storage