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HomeMy WebLinkAboutVeriHealth - Falck Northern California 09-05-13 CROSS REFG v vsi 3 i I r.nsr I 1'his Agrccment is cnicred on 2013, in Ukiah, California, by and between City I of UI<i h ('`Lcssor'), a ocncral l w u ui icipal corporation witli its principal place of business lorued at 300 Scminary Avc, Uki2h, Calilbrnia 95482, and Falck Norihcm California, a Delawarc curporation in good tit inding ("Lessee') with iis principal place of busincss located at 2190 South McDowell 131vd., Pctaluma, CA 94954. Lessor and Lessee shall hcrcinaltcr collcctively be relerred to as thc"Partics. 1.Leasc of Prmnises. Lesson c rcby agrees to leasc to Lcssce and Lessee agrees to Icasc li om Lcssor a portion those ccrtain prcmises located at the UI<iah Civic Center, 300 Seminary Avenue, UI<iah, CA.95482, morc particularly depicted and dcscribcd in the a tached I, lixhibit /A ("Premises"). I I 2.Cerm. 'I'he term of this Lease shall be for a period of two years, beginning on I I ,2013, and ending on+; ,2015. On not less than ihirty (30) days }rior writtcn notice I to Lessor, Lessce shall have tlie o}tion to tcrminate the Lease, ifthe arca scrvccl by Lessce from the II Premises is made an exclusivc operating are pursuant to I Iealth and Sal ety Code Section 1797.224 and the right to scive that area is awarded to another ambul mce provider. 3.lioldin Ovcr. t ny holding ovcr at lhc cxpiration of this Lcasc may only occur with tlle express, °ritten consent of Lessor and shall constitute a month-to-month tenancy at a monthly rent equal to that paid during thc l st monih of the [,easc tcrm bcl'ore expiration of the Lcasc, payable in advance, and otherwise subject to the terms of ihis Lcase. Either party may tcnninatc any such tcnancy by giving thc othcr party thirty (30) days writtcn notice. Any othcr holding ovcr shall constilute an unlawful dctaincr on the part of thc Lcssec. RenL Rent shall bc $3,500, }er month. duc and ayable on the tirst day of eve y month, commencing on ;,k=Ni;;l, 2013, thc third month of the term. Thcre shall be no re t duc for thc lirst and second n onths of the term 1s consideralion for I.csscc's moving cxpenscs. Reut sh111 be considcrcd ddinquent, if not received by Lestior by the 10''day of the monlh. Dclinquciit rent shall bc subjcct to a latc Icc eq ial to 10% of the dclinqucncy and if delinqucni li r thirty (30) days or more shall be subjcct to inlerest at the ratc of one percent (1%) }er month on the unpaid balance until paid in full. L.11e fec, and intcrest shall be considered additional rent. 4.Utilities. Lessor agrecs to pay charg s for the electricity, gas, watcr, sewer_ garbagc disposal, and public Wi-Fi, uscd in or on the Premises or ch rged in connection with Lessec's use of thc Premiscs. All narba;c md rubbish is to be placed in garbage receptacics approved by Lcssor. I,essce will bc responsible for all other utility expcnses including phone, I internet cablc, or other utility nccdcd for thcir o crations at the flcility. Same utilities not explicitly provided fiir is listed above u ay be provided upon written request 1'rom tlie Lessce through thc Lessor of whicl the Lessee will bc char;ed actual costs lor ihat scivice. 5.Use uf Prcmises. Lessee is leasing the Premises to housc its ambula lces and crew 1 to provide cmeigency and noi-emergcncy medical transportation and emcrgency medical services, and uscs reasonably rclated thereto. i,essee may house crew at the Yremiscs 24 liouis per day, scvcn days per weck, and respond to calls l x ambula lce scivice at any time. Lessee shall havc shared use with Lessor's cmployccs and voluntcers, indudine members of its Fire Department and em loyees and voluntecrs of thc Ukiah Vallcy Fire Protcction District as depicted on Exhibit A Connnon Areas". "fhc rules lor the sharcd use of the Common Areas are set forth in the attachcd I:xhibit B. Lcssee may not usc the Pre niscs or pcnnit the Premises to be uscd for any other purpose. Lcsscc shall oblain any and all permits and liccnscs required by applicablc law to engagc in the activitics on the Premises contemplaled undcr this i.else. Lessec shall not do or permit anything to bc done in or about the Yremiscs that will, in a ry way, obsiruct or i terfere with the rights ol otlier occup ints uf the property or of nci hboring buildings, injure or annoy them, or usc or 111ow thc Prcmivcs lo be uscd for any improper or unlawful purpose. Lessee shall not ca ise, maintain, or permit any nuisance in, on, or about lhe Prcmises, or commit ny waste in or on the Premises. Lessee sh ill not do or permit anythin to be done in or about ihe Premises or bring or I;ccp anything in ihc Prcmises that will in any w y incrcasc the existing rate ofor affect any fire or other insurance on thc Prrmises or any personal properry thcrein, or causc a clucellation of any insw ai ce }olicy covcring the Prcmiscs, any part of it, or 1ny personal property tl erein. Lcssee hall not use the Premiseti in any manncr that violates Pcdcral law, St te law, or any other law npplicablc to the Prcmiscs. C. Maintcn.ncc and Ren ir. Thc rights and responsibililies of I.essor and Lesscc with respcct to thc condition of thc Premises re as follow a) I_,csscc at its own cost shall keep thc interior portion of the leased Prcmises in a clean and neat condition and shall re air any damage to tl e interior walls. Iloors, ceiling, windows, tixtures, fumitw-e or appliances caused by its employees or invitees, othcr than s a result of normal wcar and tear. Lessor shall bc responsible for the maintenanec and repair of all e terior portions of the I'remises, heating and air conditionin s stems, plumbing and clectrical and communications systems, and Ibr maintcnancc and repair of all porlions ofthc Prcmises resulting from ordii ary wcar ancl tcar. b) Lcssce ackno vledges thai it has inspectcd the Premises, includin all cquipmcnt and persoi al pro erty suhjcct to this Lcasc, aud agrecs thal they are in good condilion and good working ordcr. Lessec shall make no alterations to the Premises witl out thc prior writtcn consent of Lessoc Any alteration made to the Premises by I.csscc allcr Lessor's consent has becu given and any fixlures installed as a part ol that work will, at Lctisor's option, bccomc the Lessor's property on thc expiration or tcrminotion of this I.case; provided, howcver, that Lessor shall have the right to I require Lessee to rcmove ny such tixtures at l,essee's cost on eapirltion or termination of tl is I I.CeSC. I 7.Cntrv nd Inspection. During thc term of this i casq I.cssor may enter the 2 Prcmiscti only under the following circumst nccs: a) In casc of emergency. b) I o inspcct die premises; c) To make necessaiy or agreed repairs, alterltions, or improvements, to supeivise or inspect work performcd by Lcsscc; to inspect the condition of the Premises; supply nccessary or a,rced sciviccs; or to cxhibit the Premiscs to prospective or actual purchasers, mortgagecs, lessees, workers, Lessees, or government lgencies. d) If Lessec abandons or surrcncicrs thc Premiscs. c) Pursuant to Court order. 9. Dam QC to Yremiscs. Within 24 hours of its occurrcncc, Lessee shall notify Lcssor of any damagc or aiccident occtn'ring on the Premises, unless earlier notification is necessary to prcvcnt luriher damagc to thc premises or an imminent risk of injury to persons. I Sub.ject to the limitations sct forth in lhis Paragraph, if, 1t any time dw•ing the tcrm of this Lcasa the Premises are damagcd or desh oyect by lirc or any other casualty covered by Lcssor's lirc md extencled coverage insurai ce, Lessor shall promptly replir, rebuild, or restore the Premises to substanti illy the same condition as was originally dclivered to Lessee undcr this Lease. Notwithstanding the fore oing, Lessor shall not bc ubligated to expend for rcpairs or rebuilding an amount in excess ol the net insurance procccds rccovereci by Lessor for damage to the Premises. Net insurance procccds" mcaus tl e total amount of procceds recovered and attributable to the Prcn iscs, less any expenses iilcuired by Lcssor in recovering the proceeds. Lessor shall commenec repair, restoration, or rcbuilding work, as appropriate, not later than 60 d ys a(icr thc occurrcncc of the cvent causing da uage or dcstruction, and shall cause construction to be completed not later than one year atter the occurrencc of thc cvcnt causing damage or destruction. I f Lessor does not commence or complete consiruction within tl e timc periods described in this p iragraph, Lcssec shall have the right to tcrmin tc lhis Lease by giving Lessor writtcn noticc witl in 10 days aftcr cxpiration oY thc applicablc timc periocl. Lcssor sh ill have the riaht to tcrminatc tl is I,casc and shall havc no obligation lo rcp ir, restore, or rcbuild the Premises under 1ny ol ihc li llowing circwnsta ices: a) fhe Premiscs arc damagec or desU•oycd by a casu ilty not covered by Lessor's IIISUCtlI1CZ. b) '1'he Premiscs is damagcd or deslroycd by any eause and tlie cost of repair, restoration, or rcbuilding exceeds a total of 85 percent of thc then-replacement cost oCthe building. 3 i c) At least 50 percent of thc giross leasablc tloor arca of the Premises is destroycd or damagcd by auy causc. d) Tlic Preinises arc damaged in wllolc or in part by any cause during the last thrcc moi ths of the term of this Lcase. Tf Lessor elects to tcrminate this Lcasc under any of the above circimistances, Lcssor shall give written noticc to Lcssce not later thatl 30 days a tcr occurrence of tl e casualty. Such notice shall set lorth the datc on whicli thc tcrminatio i is to be efl cctive. That date sh111 be not less than 30 days, nor morc th n 60 days, aRcr the date ol the termination notice. Ifthc type of partial or total dcsu uction describcd in Subparaariph (d) of this paragra h occurs, Lessec shall havc the same right as Lessor to tcrminate tl is Lctisc, subject to ihe same notice requirements, provided that Lessee gives its noticc ottcnnin ition prior to the time Lcssor commences repairs to or restoration of the Premises. All insurance procccds payable with res}ect to the Premises shall belong to and bc payable to I,cssor. 10. H zardous Materials. Lessee will not usc, store, or dispose of any hazardous substances upon thc prcmiscs, except the usc and storage of sudi substances that are customarily used in Lcsscc s busincss, and are storcd and handled in compliancc with all environmental laws. As used in ihis paragraph, harardous substances means any haz rdous waste, substancc or toxic matcrials regulated wider ny environme tal 11ws or reguletions lpplicable to ihe property. Lcssec shall be responsible I r thc cost of removal of any toxic contaminatiou caused by Lessee's use oCthc premises. 1 l. L surancc and Indcmnification of Lessor 1.1 Indemnification. Lessee shall indemnify and hold harmless Lessor and its oFticers, a ents and cmployccs from and agai»st any claim, loss or daroage, including thc Iegal 1nd othcr costs of dcfcnding against any cllim ol damagc or loss by third partics, which ariscs out of the Lcssee's performancc undcr this Lcssce and its usc oCthe Premises, except for claims, losses or damages resulting from thc solc and active negli encc or other wrongful conduct of Lcssor or its ol7icers, agents and cmployccs. 11.2 Insurance. At Ilis or her expense, thc Lessce shall proc u e and maintain during the tcrm of tliis Lease insurancc agaii st claims for injuries to persons or damages to property which may arise from or in connection witl Uie use oC thc Premises by the Lcstice, his agents. representatives, invitccs or cmployces. A. MINIMUM SCOPF, OI INSURnNCE Coveraec shall be at Ic<st as broad as: 4 L Comprehensivc Gcncral Liability covering Broad Form Com}rehensive General Liability; or Commercial General I,iability coverage. 2. Automobilc Li bility. "e m auto." 3. Worker's Compcnsatio i insurance as requircd by thc Labor Code of the State of California and E iployers Liabiliq insurtncc. L3. MINIMUM LIMI"I'S OI' INSURANCE I,essce shall maintain limits no less than: l. General Liability: $2,000,000 coinbined single limit per occurrence for bodily injury, personal iqju y and property dama a If Commercial Gcneral LiaUility Insurance or other lonn with a general a gregatc limit is used, eitl cr thc gencrnl agarcgate limit shall apply scparately to thc Premises or the general aggregate limit shall bc twicc Uie requircd occurrence limit. 2. Automobilc I.iabilit}°: $?A00.000 combined singlc limit per accident for bodily injury and property damagc. 3. Warker's Compensation and Emplo ers Liability: Workers' Compensation limits as mquircd by the Labor Code of thc State ot Calilornia and the State of Arizona and Lmployers Liabilitv limits of$1,000,000 per accident. C. DLiDUCTIBLGS AND SELF-INSUR D RG"I'IiN'fIONS Any deductibles or sell=insured retentions must be dcclarcd to and approved by Lessor. At the option of Lessor, eiiher the insurcr shall reduce or eliminatc such deductibles or sclGiusured rctcntions as respects Lessor, its oYticcrs, officinly, employces and volunteers; or lhe Lcssee shall procure a bond guaranlecing p ymcnt of losses and related iuvestigations, claim administration and defense expenses. D. OTIIER INSURANCG PItOVISIONS The policies are to contain, or be endorsed to contain, thc following provisions: l. General Liability and .utomobile Liabilit- Coveraecs a. Lessor, its oflicers, oflicials, employces and voluntecrs are to be covered as insureds as respects; liability arising out oFthe use of thc Prcmiscs by or on behalf of the Lessee, products and completecl operations of thc Lessee_ premises owncd, occupied or used by the Lessee, or automobilcs owned, leased, hircd or bo rowed by the I.cssee. The coverage shall contain no speeial limitations on the scopc of protection afforded to Lessor, its olficers, ofticials, employees or volunteers. 5 I b. The Lcsscc's insurancc coveragc shall be primary insurancc as respects Lessor, its I ofticers, officials, employees and volunteers. Any insurance or self-insw ance maintained by I.essor, its oflicers, ol l icials, employees or voluntecis shall bc cxcess of the I,essee's insurance and sl all not contribute with it. c. Any failurc lo comply with reporting provisions ofthe policies s11a11 not affect coverage provided to Lcssor, its olliccrs, ofiicials, employces or volunteers. d. The Lesscds insurance shall apply separately to each insurcd against whom claim is made or suit is brought, cscept with respcc[ to thc limits of the insttrer's liabilily. I 2. Workers' Compcn5atioi and Einployers Liability Coverage I The insurer shall agree to waivc all rights of subrogation a*ainst Lessor. its officers, I oflicials, employccs and volunteers for losses arising from work pertbrmed by the Lessee for I Lessor. I 3. All Covcragcs I liach Insurancc policy required by this cl use shall be cndorsed to state that coverage shall I not be suspendcd, voidcd, canceled by cithcr parry, reduccd in covera;e or in limits except aYtcr thirty (30) dlys' prior writlen notice by cerlilicd mail, return receipt requcstcd, has been givcn to I.CSSOI'. L. ACCEY"1'AI3IL1"fY OP INSURERS Insurance is to be placed with an admitted Calilb 7iia insurer with an A.M. Best's rating oi'no less thai A- for financial strcngth, a21br long-tcrm creditrating and nMl3-1 for short-term credit rtlling. N. VERIPICATION OP COVERAGE Lcssee shall furnish I,cssor with ccrtiticatcs oC insurance and with origival endorsements effecting eovcra};c required by ihis clluse. "I'he cerlificates and endorsements for eac1 insw ance policy are to be signcd by person autl orized by tl at insurer to bind coverage on its behall. "1'he certilicates and cndoiscmcnts are to be on lorms provicled by Lessor. Where by statute, Lessor's workers' compcns uion-claled forms cannot uscd, cyuivalenl iortns approvcd by the Insw'ancc Commissioner rc to be substituted. All certiticates and endorsements are to be ceceivcd and approved by Lessor befixe work commences. I,cssor reseives the right to rcquire complete, ccrtitied copics of all requircd insurance policics_ at airy time. 12. Abandonment of Prcmiscs. Lessec shall not v cale or abandon the prcmiscs cturing the term ot this Lease. lf I.essec docs abandon or vacate the premises or is dispossessed by 6 f process of law, or otherwise, any personal property bdonging to Lessee left on the premises will be decmed to be abandoned, at thc option of Lessor. 13. 'fradc Fistm-cs. nny tind 11 improvcmcnts madc to the premises during the term of tliis Lease shall belong to thc Lessor, cxcept trade tixtures of thc Lessee. Lessee may, upon j termination,rcmove all its trade 1 ixtures, but shall pay for 111 costs necessary to rcpair any damage lo the prcmiscs occasioncd by the removal. 14. Assi<mment and Subletting. Lesscc shall not assign this Lease or sublet all or any I portio of thc Premises unlcss I.essec first obtains the writtcn consent of Lessor. "I'he conscnt of Lcssor to any one issigmnent or subletting shall not be decmed to be a conscnt by Lcssor to any subscqucnt nssignment or sublettin. nny assianmcnt or subletting without Lessor's prior written consent shall be void and, at Lessor's option, bc deemed a material breach of this L.ease. This Lease shall be bindin on and shall in u c to the benelit ol thc lieirs, executors, administrators, successors, ind assigns ol Lessor and Lesscc. The Lessor m y sublet with prior conscnt the buildin whcn not in use by thc I,cssce. 15. Lcssor's Transfcr of Titic. hi the cvcnt of a transfer of Lessor's titic to or interest in thc Premiscs during thc tcnn of this Lcasa Lessee agrecs that ihe gxa tee of such title or interest shall be substituted 1s thc Lessor wlder this Lease, and the original Lessor shall be releascd of all further liability; provided that all deposits will be transferred to the grantee. 16. T.xes. Lessee shall, at its cost and exl ense, pay any and all taxcs for which it is legally responsiblc, or which may be assessed against it, including any possessoiy interest or busincss invcntory las imposcd by Mendocino County. 17. Default Lessor and I,cssee a;ree that evcry condition, covcnant, and provision of this Lease is matcrial and reasonabla Any breach by Lessee of a condition, covcnlnt, or provision of this Lcase shall constitute a matcrial breach. For any material breach by Lcssee, Lessor may sen e upou Lesscc a written thrco-day iotice that describes thc breach and deminds that Lessee c ue the delault, il a cure is possiblc. If Lessee does not cw c thc dcfatiilt within thc three days, or il a cure is not ossible, this l.casc shall be teiminated. 'llle appointmcnt of a receiver, an assignmant for the bcncfits oCcreditors, or thc liling ul a petition in bankruptcy by or against Lessee, shall constitutc a brcach of this i.casc b Lcssee. 18. Gorernin Law nd Vcnuc. This Lcase shall be governed by Uic laws of thc State of Californiti. Venuc for any action brought to enforce the provisions of this Lease shall be the Superior Court li r thc County of Mcndocino. j 19. W aiver.No fail ire of Lessor to enforce any term of this Lease will be deeined to bc a waiver. 20. Nuticcs. F_xcept as otherwisc cxpressly providcd by law, any and all notices or othcr communications required or permitted by this Lease or by law to be served on or given to 7 either arty to this Lcase by the other party to this Lease shall be in writing and shall bc dcemed duly seived and ;iven when personally delivered to the paRy to whom they are dirceted or any managing cmplo ee of that part, or in licu of personal service, when dcposited in the United States maiL tirst-class postaae prepaid, ddressed to said party at the address set forth in the first i paragraph of this Agreement Eithcr party may chauge its address 1'or purposes of this paragraph by giving written i otice of that changc to tlie other party in the manner provided in tl is paragraph. 21. Time. Time is ezpressly declared to be of the essence in this Lease. I 22. Authorization to Execute. ach of the Yarties represcnt and wan ant that the person exacuting this Lease is duly authorized to execute agrecments and bind on behalf of the party for which tl ey sign. 23. lsntire AQreement. This instrument constitutes the entire agreement between Lessor and Lcsscc respcctin the Premises, the leasing oC the Premises to Lessee, and the lease term created under this Lease, and con cctly sets forth the obligations of Lessor and Lessee to each i othcr as of thc datc of cxccution. Any agrcemcnts or representations respecting the Premiscs or heir leasing by Lessor to Lcssee not cxpressly sel fortli in tl is instrument are null and void. L SSOR LESSEE CITY OF UKIAH Falck Northcrn California t i B}': By: -. Name/ l 1C 'ff"2 2 Name: S en, L v,1 Its: Its: I I i x Exhibit A EXHIBIT B Civic Center Facility Lease General Guidelines for the common living areas of the Ukiah fire station The following guidelines will help alleviate any uncomfortable situations between VeriHealth ambulance and Fire Department personnel. 1. Respect personal space – VeriHealth and Ukiah Fire Department personnel have designated sleeping quarters which are to be considered off limits to anyone other than the person assigned to that area. 2. All persons using the Ukiah Station will make every attempt to keep their room, as well as the common areas neat and in an orderly fashion. No gear, uniforms or personal belongings should be left out. 3. The training room is available for use upon request. The fire department currently has training scheduled for every Thursday night at 6:30pm to 11:00pm. If you would like to use the training room for a class please contact the on duty Division Chief. 4. There are two separate restrooms and shower areas. The restroom located near the living room is the women’s restroom. The restroom located at the South end of the hallway is the men’s restroom and shower area. Please respect everyone’s privacy. 5. A general cleaning of the common area and restrooms shall be done every Monday and Thursday morning by all “On-Duty” Ambulance and Fire Personnel. 6. All personnel from the fire department and VeriHealth are expected to be courteous and treat each other and their belongings with respect. Any disagreements should be reported to the on duty Division Chief.