LEASE AGREEMENT
BY AND BETWEEN
THE CITY OF RIVERSIDE
AND
COUNTY OF RIVERSIDE
This LEASE AGREEMENT ("Lease") is made and entered into this day of and municipal corporation Cyand belte the OF RESEarlier cre re the State of California ("Lessee").
RECITALS
A. City owns that certain property located at 7801 Gramercy Place, Suite C, Riverside, California 92503, also known as the Arlanza Youth and Family Resource Center ("Resource Center") and utilizes the office space from which various nonprofit corporations or associations may operate programs which benefit the citizens of the City of Riverside; and B. Lessee desires to use approximately 3,136 square feet of office space for Riverside University Health System ("RUHS) - Women, Infants, and Children ("WIC), Monday through Friday; and
C. City is agreeable to said use, subject to the terms and conditions set forth below.
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. GRANT OF LEASE. City hereby grants to Lessee the use of the Property as is generally depicted in Exhibit "A," which is attached hereto and made a part hereof by this reference.
2. TERM. The term of this Lease shall commence on September 1, 2023 (Commencement Date"), and terminate on August 31, 2024 ("Original Term"), with the option to extend for four (4) additional one (1) year periods, which option shall be exercised by Lessee delivering to City written notice thereof no later than ninety (90) days prior to the expiration of the Original Term or any extension thereof, unless this Lease is earlier terminated pursuant to the provisions contained herein.
3. USE OF PROPERTIES. The Property shall be used solely for the purpose of providing office space for use by RUHS - WIC. Such use shall not interfere with the primary function of City's use of the Resource Center. Lessee shall be subject to the following ters and conditions:
a. All additional requests for use of the Premises shall be mutually agreed upon in writing by LESSEE and CITY. LESSEE is strictly prohibited from transferring or subleasing its use and/or access to the Property to any third party; LESSEE is strictly prohibited from any action that is contrary to the permitted uses of the Property as set forth herein; any such action shall be grounds for termination of this Lease, subject to City providing Lessee with notice to cure within thirty (30) days. LESSEE shall not change the use of the Property to a purpose other than described in this Lease without obtaining the prior written consent of City, which consent may be withheld by City in its sole and absolute discretion.
b. The Property shall be always kept in a safe operating condition, and Lessee hereby assumes all liability arising from any injury or damage to any person or entity caused by the exercise of the rights herein granted.
c. Access to and use of the Property shall be limited to Lessee, its employees, invitees, agents, and contractors. Pursuant to Section 16, City shall conduct, with prior notice of at least forty-eight (48) hours to Lessee, quarterly inspections of the Property for cleanliness and any necessary repairs.
d. Lessee shall maintain the Property in a neat, clean, and safe condition at all times.
4. CONSIDERATION. As consideration for rent of the Property, Lessee shall pay the following to the City, if the options to extend the term are exercised after initial term of Agreement:
a. $6,381.81 per month from September 1, 2023, through August 31, 2024 b. $6,605.17 per month from September 1, 2024, through August 31, 2025 c. $6,836.35 per month from September 1, 2025, through August 31, 2026 d. $7,075.62 per month from September 1, 2026, through August 31, 2027 e. $7,323.27 per month from September 1, 2027, through August 31, 2028
5. NON-DISCRIMINATION. Except as provided in Section 12940 of the California Government Code, during Lessee's performance of this Lease, Lessee shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical handicap, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, genetic information, gender, gender identity, gender expression or sexual orientation in use of the Property during the term of this Lease. Further, Lessee agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Lease.
6. SUPERVISION. Lessee shall be responsible for supervising and monitoring all activities on the Property, including control of access to the Property at all times, and monitoring and abating any nuisance that is caused, or may be caused, by Lessee or Lessee's use.
7. IMPROVEMENTS.
a. Any tenant improvements shall be subject to City standards. b. Any alterations, improvements, or installation of fixtures by Lessee must have the City's prior written consent. Lessee must submit plans to the City before any such actions and must comply with all City permits and requirements. City shall not unreasonably withhold its consent. Requests for alterations, improvements, or 2 installation of fixtures shall be sent to 6927 Magnolia Avenue, 2nd Floor, Riverside, CA 92506, Attn: Parks, Recreation and Community Services Director. c. All alterations, improvements, and fixtures shall become property of City and may not be removed.
d. During or prior to the term of this Lease, Lessee shall be solely responsible for the repair, maintenance, and operation of any electrical and communications improvements installed by or on behalf of Lessee, in regards to data lines, phone lines, cameras, and panic button features. Lessee shall surrender the Property by the end of the last day of the term or any earlier termination date, clean and free of debris and in good operating order, condition, and state of repair, ordinary wear and tear excepted. Ordinary wear and tear shall not include any damage or deterioration that would have been prevented by good maintenance practice or by Lessee performing all of its obligations under this Lease. The obligation of Lessee shall include the repair of any damage occasioned by the installation, maintenance, or removal of improvements to the Property by Lessee.
e. Improvements to be completed by City and/or Lessee prior to the Commencement Date are as set out and incorporated herein by reference. Lessee understands that the Property is leased in its "as is" condition. However, City is to make repairs and/or replacements to HVAC, plumbing and electrical systems as necessary in order for said systems to be in good repair and operable condition at the Commencement Date.
8. KEYS. Lessee has been issued two (2) keys to the Property. Any additional key shall cost Thirty-Five Dollars ($35.00) per key. Lessee shall be responsible for all costs incurred to enter and re-key the Property in the event the keys are lost or stolen. All keys must be surrendered to City upon termination of this Lease.
9. RIGHT OF ACCESS. City shall permit access by Lessee and its employees and invitees to and from the Property for all purposes contemplated by this Lease; provided, however that no right of access to the Property shall be provided at such times the Resource Center is not open to the general public. City's Park, Recreation, and Community Services Director ("Director") may change the hours the Resource Center is normally open to the public at any time upon forty-eight (48) hours' prior written notice to Lessee. Currently, the Resource Center's hours of operation are 8:00 a.m. to 5:00 p.m., Monday through Friday.
The Resource Center is closed to the general public on Saturday, Sunday, and holidays.
10. FLAMMABLES, WASTE AND NUISANCE. Lessee agrees that it will not place or store or allow any placement or storage of any hazardous waste, hazardous material or flammable materials within the boundaries of the Property and/or Resource Center, and that it will not commit any waste upon or damage to the Property and/or Resource Center, nor suffer any to be done. Lessee also specifically agrees that it will not allow others to take such actions within the boundaries of the Property and/or Resource Center. Lessee further agrees that it will keep the Property clean, free from rubbish and debris, and in a condition satisfactory to City.
3 11. HAZARDOUS SUBSTANCES INDEMNITY. Lessee expressly agrees to and shall indemnify, defend, release and hold the City, its officers, officials, directors, agents, servants and employees harmless from any against any liability, loss, fine, penalty, fee, charge, lien, judgment, damage, entry, claim, cause of action, suit, proceeding (whether legal or administrative), remediation, response, removal or clean-up, and all costs and expenses associated therewith, and all other costs and expenses (including, but not limited to, attorneys' fees, expert fees and court costs) in any way related to the disposal, treatment, transportation, manufacture or use of any Hazardous Substances on, in, under or about the Property by Lessee, its officers, directors, agents, servants or employees. This indemnity, defense and hold harmless obligation shall survive the expiration or termination of this Lease.
12. HAZARDOUS SUBSTANCES DEFINED. Hazardous Substances shall mean any: (a) substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated or addressed pursuant to CERCLA, 42 U.S.C. § 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. ("RCRA"); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; the Clean Water Act, 33 U.S.C. § 1251, et seq.; the Hazardous Waste Control Act, California Health and Safety Code ("H&SC) § 25100, et seq.; the Hazardous Substance Account Act, H&SC § 25330, et seq.; the California Safe Drinking Water and Toxic Enforcement Act, H&SC § 25249.5, et seq.; Underground Storage of Hazardous Substances H&SC § 25280, et seq.; the Carpenter-Presley-Tanner Hazardous Substance Account Act, H&SC § 25300, et seq.; the Hazardous Waste Management Act, H&SC § 25170.1, et seq.; Hazardous Materials Response Plans and Inventory, H&SC § 25001, et seq.; or the Porter-Cologne Water Quality Control Act, Water Code § 13000, et seq., all as amended, or any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance, or material, as now or at any time hereafter in effect; (b) substance, product, waste or other material of any nature whatsoever which may give rise to liability under any of the above statutes; (c) petroleum, crude oil, or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons other than petroleum and petroleum products contained within regularly operated motor vehicles; and (d) polychlorinated biphenyls (PCB), radon gas, urea, formaldehyde, asbestos and lead.
13. UTILITIES/CUSTODIAL/MAINTENANCE. City will be responsible for daily janitorial services, utilities (except for electrical, maintenance, improvements, and repairs of the leased space.
14. COMMON AREA MAINTENANCE (CAM). [Intentionally omitted].
15. TAXES. Without admitting any liability, Lessee recognizes and understands that this Lease may create a possessory interest subject to Property's taxation pursuant to California Revenue and Taxation Code Section 107 and that Lessee may be subject to the payment of Property's taxes levied on such interest if such a determination is made by the Riverside County Tax Assessor or other government entity with the authority to make such determination. All taxes and assessments which become due and payable with respect to 4 the Property, and any improvements thereon, shall be the sole responsibility of Lessee, and any such payments shall not reduce any payment due City hereunder.
If Lessee shall, in good faith, desire to contest the validity, the imposition, or the amount of any tax or assessment, or any other governmental charge herein agreed to be paid by Lessee, Lessee shall be permitted to do so; provided, however, Lessee shall not permit or allow any lien to be placed or assessed upon the Property or any improvements thereon.
16. CITY'S RIGHT TO INSPECT. City shall have the right to inspect the Property with prior notice of at least forty-eight (48) hours to Lessee and any improvements made thereto quarterly to ensure compliance with the terms of this Lease. Any repairs found necessary as a result of inspections are the responsibility of Lessee, unless said repairs are needed due to the City's negligence or willful misconduct, and shall be made promptly by Lessee, but in no event shall such repairs be initiated by Lessee later than ten (10) calendar days after receipt of written notification of the need for such repairs, and such repairs shall be completed within a reasonable time after receipt of such notification.
Lessee shall be solely responsible for the cost of any repairs deemed necessary by the City, unless said repairs are needed due to the City's negligence or willful misconduct.
17. FREE FROM LIENS OR CLAIMS. Lessee shall keep the Property free from any mechanics' or materialmen's liens or other liens of any kind or nature for any work done, labor performed, or material furnished thereon at the insistence of or on account of Lessee, and Lessee further agrees to indemnify and save harmless City from and against any and all claims, liens, demands, costs, and expenses of whatsoever nature for any such work done, labor performed, or materials furnished. The City at any time may post and keep posted on the Property appropriate notices to protect the City against the claims of any such persons, firms, or corporations.
18. INSURANCE. Prior to City's execution of this Lease, Lessee shall obtain and shall thereafter maintain during the term of this Lease, at Lessee's sole expense, such commercial general liability insurance as required to insure Lessee against damages for personal injury, including accidental death, as well as from claims for property damage which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with or acting for or on behalf of Lessee.
All liability insurance shall be issued by insurance companies authorized to transact liability insurance business in the State of California, with a liability rating of A or higher and a financial rating of at least VII.
b. Lessee's commercial general liability policy shall cover both bodily injury (including death) and property damage (including, but not limited to, the Property's operations liability, products-completed operations liability, independent contractors' liability, personal injury liability, and contractual liability), in an amount not less than $1,000,000.00 per occurrence, $2,000,000.00 aggregate. c. These minimum amounts of coverage shall not constitute any limitation or cap on Lessee's indemnification obligations under Section 20 hereof. 5 d. Certificates and additional covered party endorsements evidencing the coverage required by this Lease, for commercial general liability, shall be filed with City and shall include City, its officers, agents, and employees as additional covered parties.
Said policies shall be in the usual form of commercial general liability insurance, but shall include the following:
"It is agreed that the City of Riverside, and its officers, employees, and agents, are added as additional covered parties under this policy." e. The policies shall not be cancelled unless thirty (30) days' prior written notification of intended cancellation has been given to City by mail. f. City, its agents and employees make no representation that the limits of the insurance specified to be carried by Lessee pursuant to this Lease are adequate to protect Lessee. If Lessee believes that any required insurance coverage is inadequate, Lessee shall obtain such additional insurance coverage as Lessee deems adequate, at Lessee's sole expense.
g. The insurance requirements contained in this Agreement may be met with a program(s) of self-insurance.
19. NONINTERFERENCE WITH USE. Lessee's use of the Property and the exercise of the rights herein granted shall not in any manner whatsoever interfere with the City's operations. City shall at all times have access to the Resource Center. The rights herein granted are not exclusive rights and in no way limit the use of City's use of the Resource Center for purposes not inconsistent with the uses granted herein.
20. INDEMNIFICATION. Except as to the sole negligence or willful misconduct of City, Lessee shall protect, defend, indemnify, and hold City, its officers, agents, employees, and volunteers complete harmless from and against any and all liabilities, losses, suits, claims, judgments, fines, or demands arising by reason of injury to or death of any person or damage to any property, including all reasonable costs for investigation and defense thereof (including, but not limited to, attorneys' fees, court costs, and expert fees), of any nature whatsoever arising out of or incident to this Lease and/or the use or occupancy of the Resource Center or the acts or omissions of Lessee's officers, agents, employees, contractors, subcontractors, Lessees, invitees or guests, regardless of where the injury, death, or damage may occur, unless such injury, death, or damage is caused by the negligence or willful misconduct of City and/or its officers, employees, or agents. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent conduct, whether active or passive, on the part of Lessee or any of Lessee's officers, agents, employees, contractor, subcontractors, Lessees, invitees or guests. City shall give Lessee reasonable notice of any such claims or actions. Lessee shall use counsel reasonably acceptable to City in carrying out its obligations hereunder.
The parties expressly agree that any payment, attorney fee, cost or expense City may incur or makes to or on behalf of an injured employee under City's self-administered 6 workers' compensation program is included as a loss, expense, or cost for the purpose of this section, and that this section shall survive termination of this Lease.
21. ASSIGNMENTS. Lessee should have the ability to assign, with City's consent, which shall not be unreasonably withheld. This Lease is personal to Lessee, and Lessee shall not assign or transfer this Lease or any privilege thereunder, in whole or in part, and any attempt to do so shall void and shall confer no right on any third party.
22. NON-POSSESSORY INTEREST. No permanent or general possessory interest shall accrue to Lessee in the Property by reason of this Lease or by exercise of the permission given and Lessee agrees to claim no such interest.
23. GOVERNING LAW AND JURISDICTION. Except for normal wear and tear, Lessee agrees that in the exercise of its rights under this Lease, Lessee shall comply with all applicable federal, state, county, and local laws and regulations in connection with its use of the Property. The existence, validity, construction, operation, and effect of this Lease and all of its terms and provisions shall be determined in accordance with the laws of the State of California. Any action at law or equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Lease shall be tried in a court of competent jurisdiction in the County of Riverside, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county.
24. TERMINATION. In addition to the other methods of terminating this Lease, as provided herein, this Lease may be terminated for any reason by City or Lessee, at any time, upon ninety (90) days' notice in writing.
Upon termination of this Lease in any manner provided in this Lease, the Property shall remain in its improved condition, including, but not limited to, all improvements, landscaping (personal property not applicable) existing on the Property at the time of termination, unless the City submits a written request to Lessee that some or all of the improvements be removed, in which case Lessee is given thirty (30) days to complete said removal of the improvements as identified by City. Should the City accept the Property with all improvements thereon, then such improvements shall become property of City.
If the Property is abandoned by Lessee for a period of two (2) months, all rights of the Lessee shall automatically terminate hereunder. Further, if Lessee fails to conform to the terms and conditions of this Lease, all of the Lessee's rights hereunder shall terminate.
No termination hereunder shall release the Lessee from any liability or obligation, which may have attached or accrued prior to, or which may accrue as of the time of termination of this Lease.
25. DAMAGE/DESTRUCTION. Lessee shall be responsible for any damages or destruction to the Property resulting from acts or omissions of Lessee's officers, agents, employees, invitees, or guests, and shall repair or compensate City for such damages or destruction and shall return the Property to City upon termination of this Lease, in the same condition as 7 when receive or following construction of any and all improvements, excepting reasonable wear and tear and damages by civil disorder, the elements, act of God, or any circumstances over which Lessee has no control.
26. DEFAULTS/REMEDIES. Notwithstanding Section 24, Termination, above, if Lessee defaults on any payments due or any condition under this Lease and if Lessee remains in default for three (3) days after service of notice of such default, City, acting by and through its City Manager, may treat such default as a total breach of this Lease and thereupon declare this Lease terminated. In case of any other default upon the part of Lessee, City may give written notice of the same to Lessee and if the same shall not be corrected within ten (10) days after the giving of such notice or such longer period provided in said notice, City, acting through its City Manager, may treat such default as a total breach of this Lease and thereupon declare this Lease terminated.
If, after service of a notice of default, Lessee fails to cure such default within the time provided in said notice, City may at any time thereafter recover possession of the Property by any lawful means and remove Lessee or other occupants and any possessions thereof. If this Lease shall have been so terminated by City, City shall have the right to any other remedy or remedies provided by law. City's failure to enforce any right or provisions of this Lease shall not be construed as a waiver of the right to do so without written notice by City of the intent to waive such right. City's waiver of any default by Lessee shall not constitute a waiver of any future default or defaults in the absence of written notice of City's intent to waive such default.
27. HOLDING OVER/ABANDONMENT. If Lessee fails to vacate the Property upon termination of this Lease, Lessee agrees to pay City a fee of One Hundred Dollars ($100.00) per day for each day that Lessee occupies the Property beyond termination of this Lease.
Unless special arrangements have been made by the parties, any personal property left on the Property for two (2) months shall be deemed abandoned and the property of the City. Lessee shall reimburse City upon receipt from City of an invoice evidencing the cost of said removal, less any offsets, if any. Lessee agrees that City may dispose of the personal property without notice to the Lessee and without sale at a public auction.
28. ENTIRE AGREEMENT. This Lease embodies the entire agreement between the parties hereto in relation to the subject matter hereot, and no other agreement or understanding, verbal or otherwise, relative to this subject matter exists between the parties at the time of execution of this Lease. This Lease may only be modified or amended by the mutual consent of the parties in writing.
29. NOTICES. Service of any notices, bills, invoices, or other documents required or permitted under this Lease shall be sufficient if sent by one party to the other by United States mail, postage prepaid, and addressed as follows:
City: Lessee:
City of Riverside Central County of Riverside
Cashiering Department of Facilities Management
City Hall Plaza Level 3450 14* Street, Suite 200
3900 Main St. Riverside, CA 92501
Riverside CA 92522-0144
30. SEVERABILITY. Each provision, term, condition, covenant, and/or restriction, in whole or in part, in this Lease, shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and/or in part, in this Lease, is declared invalid, unconstitutional, or void for any reason, such provision or part therefor shall be severed from this Lease and shall not affect any other provision, term, condition, covenant, and/or restriction of this Lease and the remainder of the Lease shall continue in full force and effect.
31. PARAGRAPH TITLES. The paragraph titles of this Lease are: (i) inserted only for the convenience of the parties; (ii) are not intended to describe, limit, or otherwise affect the provisions in the portions of the Lease to which they pertain; and (il) in no way describe, define, limit, or otherwise affect the scope or intent of this Lease or in any way affect the agreement of the parties set out in this Lease.
32. RESERVATIONS. The Lease is subject to all reservations, restrictions, rights and rights- of-way of record
33. AUTHORITY. The individuals executing this Lease and the instruments referenced herein each represent and warrant that they have the legal power, right, and actual authority to bind their respective parties to the terms and conditions hereof and thereof.
34. LANGUAGE FOR USE OF ELECTRONIC (DIGITAL) SIGNATURES. Language for Use of Electronic (Digital) Signatures. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (("CUETA") Cal. Civ. Code §§ 1633.1 to 1633.17), for executing this Agreement. The parties further agree that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time. The CUETA authorizes use of an electronic signature for transactions and contracts among parties in California, including a government agency. Digital signature means an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code. 9 IN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly executed on the date and year first written above.
CITY OF RIVERSIDE, COUNTY OF RIVERSIDE, a political
a California charter city and municipal subdivision of the State of California corporation
By:_ By: F1Sy
City Manager Name: Rose Salgado
Title: Director Facilities Management
ATTESTED TO: APPROVED AS TO FORM:
Minh C. Tran
County Counsel
By:
City Clerk
do Yolker
By:
Name: Ryan Yabko
APPROVED AS TO FORM: Title: Deputy County Counsel
Aulle
By:_
Senior Deputy City Attorney
MH:kt/08222023/30.981
23-0720.1 BGS 8/22/23
EXHIBIT "A"
3 EXHIBIT "B"
City Responsibilities:
1. By Year 1(2023-2024), City agrees to complete the following:
a. Restrooms flooring replacement due to damage.
2. By year 3(2025-2026), City agrees to complete the following:
a. Flooring in Lobby Area and Training Room
b. Painting of all interior walls in work area
EXHIBIT "C"
County of Riverside (WIC) Responsibilities:
1. Installation of security cameras (with City approval)
2. Installation of Panic Button (with City approval)
3. Relocation of furniture and supplies (at least 3- 4 ft. from walls) during painting and from rooms during flooring.
4. County will reconfigure the front reception counter area with city approval by December 2023.