HomeMy WebLinkAboutSharecare Inc 2021-09-091
SUBLEASE AGREEMENT
BETWEEN THE CITY OF UKIAH
And
Sharecare, Inc.
The Sublease, made this ____ day of July 2021 (the “Effective Date”) by and between
the City of Ukiah, hereinafter referred to as “Sublessor” and Sharecare, Inc., hereinafter
referred to as “Subtenant”.
WITNESSETH:
WHEREAS:
1. Sublessor subleases from the Ukiah Valley Cultural and Recreation Center
UVCRC”), a California non-profit public benefit corporation, the Alex
Rorabaugh Center (the “ARC” or “the Leased Premises”) in Mendocino
County located at 1640 S State Street, Ukiah CA 95482, which is described
in Exhibit A to the Sublease Between the UVCRC and the City of Ukiah,
Dated February 15, 2011 (“the Lease”).
2. Under the Lease, the City, acting as the agent for UVCRC, has the right to
sublease all or any portion of the Leased Premises provided the subtenants
use the Leased Premises for uses allowed under the Lease and otherwise
are subject to the terms of the Lease that apply to subtenants.
NOW, THEREFORE, the parties hereto agree that on the terms and conditions hereinafter
expressed, Sublessor does hereby let to Subtenant and Subtenant does hereby hire from
Sublessor, approximately 560 square feet of the ARC (“the Building”) located on the
Leased Premises, as depicted in the attached Exhibit 1, along with access to the parking
area (collectively, the “Subleased Premises”).
1. TERM
The term of this Sublease shall be month-to-month, commencing on the date set
forth above.
2. RENT
2.1 On or before the 10th day of each month, commencing on August 1, 2021, and
continuing on the 10th day of each month thereafter, Subtenant shall pay Sublessor
rent for the Subleased Premises in the amount of $2,000.00. If rent due under
this paragraph is not received by Sublessor on or before the tenth day of the
month, Subtenant shall pay Sublessor a late fee of 10% of the monthly rent. The
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imposition of this fee is in addition to any other remedies Sublessor may have for
Subtenant’s failure to pay rent when due under the terms of the Sublease.
2.2 Subtenant shall also pay any possessory interest or personal property taxes, and
assessments imposed on the Subleased Premises, property located on or affixed
to the Sublease Premises or as a result of the Sublease, or the Subtenant’s use of
the Subleased Premises. Sublessor shall be responsible for funding all property
taxes associated with the Property that may come due during Subtenant’s tenancy.
3. USE, UTILITIES, REPAIRS, MAINTENANCE
3.1 The Subleased Premises as set forth in Attachment A shall be used for general
office business to be conducted by Subtenant. Subtenant shall not use or store in
the Subleased Premises any hazardous or toxic substances, with the sole exception
of reasonably necessary substances that are kept in reasonably necessary
quantities for normal office operation, provided that their use and storage are in
accordance with applicable laws. Subtenant shall not do or permit anything to be
done on the Subleased Premises that will obstruct or interfere with the rights of
other subtenants of the Leased Premises or injure or annoy them, or use or allow
the Subleased Premises to be used for any unlawful purposes, nor shall Subtenant
cause, maintain, or permit any nuisance or waste on or about the Subleased
Premises.
3.1(a) At Subtenant’s sole cost, Subtenant shall promptly comply with all laws and
governmental rules now or later in force; with the requirements of any board of
fire underwriters or other similar body now or in the future constituted; with any
direction or occupancy certificate issued by public officers (“Legal Requirements”),
insofar as they relate to the condition, use, or occupancy of the Subleased
Premises. Excluded are (a) structural changes or changes to the electrical,
mechanical, or plumbing systems of the Building, all to the extent not necessitated
by Subtenant’s acts or by improvements made for Subtenant, other than the
tenant improvements to be made pursuant to this Sublease by Sublessor, if any;
b) alterations or improvements to the Building as a whole or the Premises of
tenants generally that are not by law the subtenant’s responsibility with which to
comply; and work necessitated by defects in the construction of the Building.
Sublessor shall comply in a timely manner with all Legal Requirements that are not
Subtenant’s responsibility under this Section to the extent noncompliance would
adversely affect Subtenant’s use or occupancy of the Premises.
3.1(b) Reserved.
3.1(c) Sublessor may enter the Subleased Premises at reasonable hours and, except in
the event of an emergency, on reasonable prior notice, to: (a) inspect the
Premises; (b) exhibit the Subleased Premises to prospective purchasers, lenders,
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or subtenants; (c) determine whether Subtenant is complying with all obligations
under this Sublease; (d) service alarm system; (e) post notices of non-
responsibility; and (f) make repairs or perform maintenance required of Sublessor
by this Sublease, make repairs to any space or utility services, or make repairs ,
alterations, or improvements to any other portion of the Building. However, all this
work shall be done as promptly as reasonably possible and cause as little
interference to Subtenant as reasonably possible. Subject to Sublessor’s
undertakings in the previous sentence, Subtenant waives any damage claims for
inconvenience to or interference with Subtenant’s business or loss of occupancy
or quiet enjoyment of the Subleased Premises caused by Sublessor’s entry. At all
times Sublessor shall have a key with which to unlock the doors on the Subleased
Premises, excluding Subtenant’s vaults, safes, and similar areas designated as
secure areas. In an emergency, Sublessor shall have the right to use any means
that Sublessor deems proper to open Subtenant’s doors and enter the Subleased
Premises. Entry to the Subleased Premises by Sublessor in an emergency shall
not be construed as a forcible or unlawful entry, or an actual or constructive
eviction of Subtenant.
3.2 Damage by Subtenant shall be repaired by Sublessor at Subtenant’s expense,
although Sublessor may require a deposit from Subtenant to cover the estimated
cost of the repairs as a condition of making the repair. The standard of
maintenance shall equal that of commercial office buildings of a similar class in the
City of Ukiah.
Any exterior damage must be reported by Subtenant to the Sublessor.
3.2(a) Sublessor shall furnish electricity for lighting and the operation of the office.
Both parties agree that rent for the Subleased Premises includes all costs for
utilities, including water, gas, electricity and commercial waste removal but not
excluding phone or internet service.
3.2(b) Sublessor shall not be in default under this Sublease, nor be liable for any damages
resulting from, nor shall the required rental be abated because of: (I) the
installation, use or interruption of use of any equipment in connection with
furnishing the previously listed services; (II) failure to furnish or delay in furnishing
these services, when failure or delay is caused by accident or conditions beyond
the reasonable control of Sublessor or by necessary repairs or improvements to
the Subleased Premises or to the Building; or (III) the limitation , curtailment,
rationing, or restrictions on the use of water, electricity, gas or any other form of
energy serving the Subleased Premises or the Building. Sublessor shall use
reasonable efforts to diligently remedy interruptions in the furnishing of thes e
services.
3.2(c) Upon receipt of a bill, Subtenant shall reimburse Sublessor for the cost of: (I) all
heat or air conditioning provided to the Subleased Premises during hours
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requested by Subtenant when those services are not otherwise furnished by
Sublessor as they are during facility hours set forth below; and (II) all power and
cooling energy provided for supplementary air conditioning facilities in the
Subleased Premises. Subtenant shall also pay the cost of any transformers,
additional risers, panel boards, and other facilities, if reasonably required to furnish
power for supplementary air conditioning facilities in the Subleased Premises. The
cost of item shall be a per hour charge reflecting the electrical energy, labor and
fixed plant costs (excluding depreciation) of operating the heating and air
conditioning system.
For the purposes of section 3.2(c) the facility hours will be Monday through
Saturday 8am to 8pm.
3.2(d) In the event that Sublessor, at Subtenant’s request, provides services to Subtenant
that are not otherwise provided for in this Sublease, Subtenant shall pay
Sublessor’s reasonable charges for these services on billing of Sublessor.
3.3 In addition to the monthly rental and other charges to be paid by Subtenant under
this Sublease, Subtenant shall pay Sublessor for all of the following items
collectively, “Impositions”) to the extent that Subtenant is directly responsible;
possessory interest or other taxes (excluding property taxes as set forth in Section
2.2 above) imposed on the Subleased Premises, its contents or the activities
conducted in them, to the extent not paid to the taxing entity by Subtenant.
3.4 Subtenant accepts the Subleased Premises as being in the condition in which
Sublessor is obligated to deliver the Subleased Premises, subject to the
improvements, if any, that Sublessor has agreed to make. At all times during the
term of this Sublease and at Subtenant’s sole cost, Sublessor shall keep the
Subleased Premises in good condition and repair; exceptions are ordinary wear
and tear and damage to the Subleased Premises by fire, earthquake, ordinary
wear and tear and damage to the Subleased Premises by fire, earthquake, or act
of God or the elements. At the end of the term of the Sublease, Subtenant shall
surrender to Sublessor the Subleased Premises and all Alterations that are to
remain in the Subleased Premises in substantially the same condition as when
received; exceptions are ordinary wear and tear and damage by fire, earthquake,
or act of God or the elements. Sublessor has no obligation and has made no
promise to alter, remodel, improve, decorate, or paint the Subleased Premises,
except as specifically set forth in this Sublease. Sublessor has made no
representations respecting the condition of the Subleased Premises or the
Building, except as specifically set forth in this Sublease.
4. ALTERATIONS
4.1 Subtenant shall not make any alterations to the interior or exterior of the
Subleased Premises without the prior written consent of the Sublessor. Sublessor
may, but need not, require the Subtenant to furnish drawings, plans or
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specifications for any proposed alterations, which the Sublessor may review prior
to authorizing any such alterations.
4.2 Subtenant shall keep the Subleased Premises and the Building free from any liens
arising out of any work performed, materials furnished, or obligations incurre d by
Subtenant. Sublessor may have posted on the Subleased Premises any notices
that may be provided by Law or that Sublessor may deem proper for the protection
of Sublessor, the Subleased Premises, and the Building from those liens.
Subtenant may contest any lien for which Subtenant is responsible under this
Section, provided that Subtenant shall have caused the lien to be bonded against.
5. HOLD HARMLESS AND LIABILITY INSURANCE
5.1 Indemnification.
5.1.1 UVCRC and Sublessor shall not be liable for and are free from the cost of
any damages for personal injury or property damage resulting from, and, to the
extent of (i) Subtenant’s applicable insurance coverage and (ii) Subtenant’s
proportionate percentage of fault and liability as and after finally (i.e., after the
exhaustion of all appeals and time periods therefor) found and determined in
accordance with applicable law and this Sublease in a writing of and entered by a
court (or arbitration panel) of competent jurisdiction, Subtenant covenants and
agrees to indemnify and save harmless UVCRC and Sublessor and their officers,
agents and employees from, and against: any and all claims, liability, loss, cost, or
other obligation, including reasonable attorneys’ fees, on account of or arising out
of a) Subtenant’s negligent act or omission or recklessness or willful misconduct
during the Term within or upon the Leased Premises, or b) any breach, violation
or nonperformance of any covenant, representation, condition or agreement in
this Sublease to be fulfilled, kept, observed and performed by Subtenant.
5.1.2 Subtenant shall not be liable for and are free from the cost of any damages
for personal injury or property damage resulting from, and, to the extent of (i)
Sublessor’s applicable insurance coverage and (ii) Sublessor’s proportionate
percentage of fault and liability as and after finally (i.e., after the exhaustion of all
appeals and time periods therefor) found and determined in accordance with
applicable law and this Sublease in a writing of and entered by a court (or
arbitration panel) of competent jurisdiction, Sublessor covenants and agrees to
indemnify and save harmless Subtenant and its officers, agents and employees
from, and against: any and all claims, liability, loss, cost, or other obli gation,
including reasonable attorneys’ fees, on account of or arising out of a) any
defective condition or faulty construction of the Subleased Premises existing at the
time of letting, b) any obligation of Sublessor to UVCRC under the Lease not
expressly assumed by Subtenant under this Sublease, c) any act or omission of
Sublessor under the Lease occurring before or after the Term, or d) any breach,
violation or nonperformance of any covenant, representation, condition or
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agreement in this Sublease to be fulfilled, kept, observed and performed by
Sublessor.
5.2 Liability insurance. Subtenant covenants and agrees during the life of this
Sublease at Subtenant’s sole expense to comply with the requirements of Exhibit
2, Insurance Requirements (No Auto Risks) attached hereto and incorporated
herein by reference.
6. ASSIGNMENT
Subtenant is a service based agency which coordinates the delivery of services
with partner agencies. During the course of business the Subtenant may utilize
their leased premises for their own business activities as well as the business
activities of their partner agencies. In the event that the Sublessor and the
Subtenant disagree on the use of the leased premises by the partner agencies, the
Sublessor and the Subtenant will meet and confer.
7. OWNERSHIP OF IMPROVEMENTS
If Subtenant installs any permanent improvements, in accordance with paragraph
4 of this Sublease, or otherwise, such improvements shall become a part of the
Subleased Premises and title to said improvements shall be vested in the Sublessor
upon termination of this Sublease. Sublessor shall have the right to demand that
Subtenant restore the Subleased Premises to the condition it was in prior to the
date this Sublease is made and if such demand is made, Subtenant shall so restore
the Subleased Premises within (10) days of the date such notice is given.
8. TERMINATION
Notwithstanding any other provision of this Sublease to the Contrary, the parties
shall have the right to terminate this Sublease under the following circumstances.
8.1 Upon thirty (30) days prior written notice to the other party, Sublessor and
Subtenant shall have the mutual right to terminate the Sublease for any reason.
8.2 Either party shall have an immediate right to terminate this Sublease without prior
notice to the other party other than that required by law for any breach of a term
of the Sublease by the other party, including, but not limited to, the Subtenant’s
obligation to pay rent or provide liability insurance.
8.3 The remedies provided in this Sublease are in addition to any other remedies
available to Sublessor at law, in equity, by statute, or otherwise.
8.4 Agreements and provisions to be performed by Subtenant under this Sublease
shall be at Subtenant’s sole cost and without abatement of rental, except as
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specifically provided in this Sublease. If Subtenant (I) fails to pay any sum of
money, other than rental, required under this Sublease, or (II) fails to perform any
other act under this Sublease, Sublessor may, without waiving or releasing
Subtenant from any obligations of Subtenant, make payment or perform other acts
required by this Sublease on Subtenant’s behalf. All necessary sums paid by
Sublessor and all necessary, reasonable incidental costs shall be payable to
Sublessor on demand and shall constitute additional rental under this Sublease.
8.5 If, over Sublessor’s objection, Subtenant holds possession of the Subleased
Premises after expiration of the term of this Sublease or expiration of the holdover
tenancy, Subtenant shall be deemed to be a tenant-at-sufferance and, without
limiting the liability of Subtenant for unauthorized occupancy of the Premises,
Subtenant shall indemnify Sublessor and any replacement subtenant for the
Subleased Premises for any damages or loss suffered by either Sublessor or the
replacement subtenant for the Subleased Premises for any damages or loss
suffered by either Sublessor or the replacement subtenant resulting from
Subtenant’s failure to vacate the Subleased Premises in a timely manner.
9. ATTORNEY’S FEES
If either party to this Sublease prevails in any legal proceeding to enforce the terms
of the Sublease, that party shall recover its reasonable attorney’s fees from the
other party.
10. NOTICE
Whenever notice is required to be given under this Sublease, it shall be deemed
given when personally delivered by fax, email or 48 hours after it is deposited in
the U.S. Mail with first class postage properly affixed and addressed as follows:
Sublessor Subtenant
City of Ukiah Sharecare, Inc.
300 Seminary Ave 255 E. Paces Ferry Rd. NE, Suite 700
Ukiah, CA 95482 Atlanta, GA, 30310
Attn: Sage Sangiacomo Legal
City Manager
Email: ssangiacomo@cityofukiah.com Legal@sharecare.com
11. WAIVER
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Waiver of any breach of this Sublease, including the failure to pay rent or obtain
prior approval for an assignment of the Sublease, shall not be deemed a waiver of
any subsequent breach of the same or a different provision of the Sublease.
12. PARAGRAPH HEADING
Paragraph headings are included for the convenience of the parties and are not
intended to define or limit the scope of this Sublease.
13. PREVIOUS AGREEMENT
Any and all existing statements or agreements, whether oral or written, or
renewals thereof between the parties hereto, covering the same subject matter,
are hereby cancelled and superseded by the terms of this Sublease, and such prior
agreements, statements or understandings shall have no further force or effect.
14. DUPLICATE ORIGINALS
This Sublease may be executed in one or more duplicate originals bearing the
original signature of both parties and when so executed any such duplicate original
shall be admissible as proof of the existence and terms of this Sublease.
15. REPRESENTATIONS AND WARRANTIES RELATED TO LEASE
Sublessor represents and warrants to Subtenant as follows: The Lease is in full
force and effect, and Sublessor's right, title and interest in and to the Lease has
not been previously assigned, pledged, hypothecated, conveyed or otherwise
transferred in any manner or to any extent. Except for this Sublease, Sublessor
has not previously entered into any sublease for, or granted any other rights of
possession to any person or entity for, the Leased Premises. Sublessor has
received no notice of default under the Lease from UVCRC. To Sublessor's best
knowledge, there are no existing defaults by Sublessor under the Lease (including
with respect to the payment of rent) and no act or omission has occurred, and no
circumstance is currently existing, that could constitute a default by Sublessor
under the Lease after the passage of time or the giving of notice or both. The copy
of the Lease attached hereto as Exhibit A is a true, accurate and complete copy of
the Lease (including all amendments or modifications thereto) as in effect on the
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Effective Date. No approval or consent of any other person or entity is required for
Sublessor to enter into this Sublease or to consummate the transactions
contemplated hereby.
Entered on the date reference above:
Sage Sangiacomo, City Manager
City of Ukiah
Sharecare, Inc.
Sharecare Inc - Blue Zones Office Lease
2122-090
Final Audit Report 2021-09-08
Created:2021-09-08
By:Kristine Lawler (klawler@cityofukiah.com)
Status:Signed
Transaction ID:CBJCHBCAABAAztJlUeTmTsoVs-44vSM1WetrPVo4iUsr
"Sharecare Inc - Blue Zones Office Lease 2122-090" History
Document created by Kristine Lawler (klawler@cityofukiah.com)
2021-09-08 - 11:10:53 PM GMT- IP address: 12.12.163.2
Document emailed to Sage Sangiacomo (ssangiacomo@cityofukiah.com) for signature
2021-09-08 - 11:11:59 PM GMT
Email viewed by Sage Sangiacomo (ssangiacomo@cityofukiah.com)
2021-09-08 - 11:51:51 PM GMT- IP address: 12.12.163.2
Document e-signed by Sage Sangiacomo (ssangiacomo@cityofukiah.com)
Signature Date: 2021-09-08 - 11:54:08 PM GMT - Time Source: server- IP address: 12.12.163.2
Agreement completed.
2021-09-08 - 11:54:08 PM GMT