LEASE AGREEMENT BETWEEN THE
CITY OF VERNON AND
WEA CA, PC (WEA)
THIS LEASE (“LEASE”) is made and executed this 17th day of October 2023, between CITY OF VERNON, a California municipal corporation and California charter city (“CITY”), and WEA CA, PC, a national alliance of population and public health professional corporation, (“WEA” or “LESSEE”), who agree as follows:
1. RECITALS: This Lease is made with reference to the following facts and objectives:
A. LESSEE desires to rent two (2) medical office trailers and two (2) Sprinter Mobile Vans situated on Vernon City Hall property located at 4305 South Santa Fe Avenue in the City of Vernon, to house staff and facilities in furtherance of CITY’s partnership with WEA to provide public health and clinical services to the local population.
B. LESSEE acknowledges that it has inspected the Premises (as defined in Section 2, below), and that the same are in good and tenantable condition on the date hereof, LESSEE agrees to accept the premises, access and improvements “WHERE-IS” and “AS-IS”, and LESSEE acknowledges and agrees that the CITY makes no warranty or representation of any kind respecting the condition, safety or suitability of the Premises, except as otherwise expressly stated in this LEASE.
2. DESCRIPTION OF PREMISES. CITY leases to LESSEE to use, on the terms and conditions of this LEASE, two (2) medical office trailers and two (2) Sprinter Mobile Vans situated on Vernon City Hall property located at 4305 South Santa Fe Avenue in the City of Vernon, consisting of approximately 600 square feet, located on Vernon City Hall property, 4305 South Santa Fe Avenue in the City of Vernon, (“Premises”). The Premises subject to this Lease is limited to the space identified herein and does not include other areas of City Hall property, including conference spaces.
3. TERM. Unless extended or sooner terminated as provided in this Lease, the term of this Lease is for twelve (12) months, commencing on November 1, 2023 and ending October 31, 2024. LESSEE may request to extend the term of this Lease on a month-to-month basis, commencing November 1, 2024, upon giving CITY written notice of such election not later than September 1, 2024. Upon receipt of such written notice, CITY may, but is under no obligation to, agree to extend the term of this Lease on a month-to-month basis. If CITY agrees to extend the term of this Lease on a month-to-month basis, then CITY will give LESSEE written notice of such agreement no later than October 1, 2024. CITY’s failure to give such written notice of agreement by October 1, 2024 will be deemed to be CITY’s disapproval of LESSEE’S request, and the term of this Lease will expire on November 1, 2024.
4. LEASE FEE. During the term of this Lease (November 1, 2023 – October 31, 2024), the CITY agrees to charge LESSEE one dollar ($1) per month. The Lease fee during any extension WEA Lease Agreement
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term shall be one dollar ($1) per month and shall be paid on the first day of each calendar month, commencing November 1, 2024.
5. USE OF PREMISES. Except as otherwise provided in this Lease, LESSEE will use the Premises to house personnel and equipment to provide public health and clinical services in conjunction with the partnership and then-current agreements between CITY and WEA. The Premises may not be used for any other purpose. LESSEE understands and agrees that LESSEE will not have the use of any conference space located on the Vernon City Hall property, other than that which is currently located in the Premises.
6. UTILITIES. CITY will provide all reasonable utilities and services required for the use of the Premises, including electricity, gas, internet, telephone services, trash, water, and janitorial services.
7. TERMINATION. This LEASE may be terminated as follows:
A. At the expiration of the term;
B. Upon mutual written agreement between the parties;
C. Upon the date a condemning authority takes possession of all or any part of the Premises or the building of which the Premises are a part; or D. As provided in Section 18.
E. If the term of this LEASE is extended on a month-to-month basis as provided in section 3, upon the giving by either party to the other of 30 (thirty) days prior written notice of termination.
8. CONDITION OF PREMISES UPON TERMINATION. Upon termination of this LEASE for any reason, LESSEE will vacate the Premises and deliver it to CITY in good order and condition, damage by the elements, earthquake, and ordinary wear and tear which could not have been avoided by reasonable maintenance practices excepted.
9. CONDEMNATION. If all or part of the building in which the Premises are located is acquired by eminent domain or purchase in lieu thereof, CITY shall be entitled to receive all awards and compensation in connection therewith, and LESSEE acknowledges that it will have no claim to any compensation awarded for the taking or for loss of or damage to LESSEE’s improvements, provided that LESSEE shall have the right to make a separate claim for loss of its trade fixtures and personal property and for relocation expenses so long as the same does not reduce LESSOR’S award and compensation.
10. FORCE MAJEURE. Except for the payment of monetary sums, no party to this LEASE shall be chargeable with, or liable for, or responsible to the other for anything or in any amount due to, WEA Lease Agreement
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and the time for performance hereunder by such party shall be extended for, any delay caused by fire, earthquake, explosion, flood, the elements, acts of terrorism, acts of God, insurrection, rebellion, riots, strikes, lockouts, unforeseeable labor or material shortages, litigation, or any other cause whether similar or dissimilar to the foregoing which is beyond the reasonable control of such party, and any delay due to said causes or any of them shall not be deemed a default under this LEASE.
11. LESSEE’S PERSONAL PROPERTY. All personal property of LESSEE located at the Premises will remain the property of LESSEE during the term of this LEASE and may be removed by LESSEE at any time and shall be removed by LESSEE prior to the expiration or other termination of the term of this LEASE. LESSEE, at LESSEE’S cost and expense, must promptly repair all damage to the Premises occasioned by the removal of its personal property.
12. ALTERATIONS, MECHANICS’ LIENS. LESSEE will not make, or cause to be made, any alterations or modifications to the Premises, or any part thereof, without CITY’s prior written consent, which consent CITY is under no obligation to give. LESSEE will keep the Premises free from any liens arising out of any permitted work performed, material furnished, or obligations incurred by LESSEE.
13. ASSIGNMENT AND SUBLETTING. This LEASE may not be assigned, transferred, or sublet by LESSEE, whether voluntarily or involuntarily. Any such purported transfer will be null and void.
14. CITY’S ACCESS.
A. Access for Inspection. CITY and CITY’s agents shall have the right to enter the Premises at reasonable times, upon not less than twenty-four (24) hours prior notice to LESSEE or less in case of an emergency), for the purpose of inspecting same, and making such alterations, repairs, improvements or additions to the Premises as CITY may deem necessary.
CITY will conduct Premises inspections on a quarterly basis to identify maintenance issues that require attention. CITY will provide to LESSEE a report specifying such maintenance issues as are identified that are Lessee’s responsibility under this Lease, and if appropriate, CITY will provide the estimated cost for services to perform the maintenance.
B. No Warranty. Except as otherwise stated in this Lease, LESSEE hereby acknowledges that neither the CITY nor any employees or agents of the CITY has made any oral or written warranties or representations to Lessee relative to the condition or use by LESSEE of said Premises and LESSEE acknowledges that LESSEE assumes all responsibility regarding the Occupational Safety and Health Act, the legal use and adaptability of the Premises and compliance with all applicable laws and regulations in effect during the term of this Lease.
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C. Security Measures. CITY shall have the right to require a reasonable security system, device, operation or plan be installed and implemented to protect the Premises or any alterations.
15. HOLDOVER. If LESSEE continues to occupy the Premises after the Lease expires, with CITY’s written consent, such continued occupancy shall be on a month to month basis and such tenancy otherwise will be subject to all of the terms and conditions of this LEASE excluding rights to extend the term of this LEASE.
16. INDEMNIFICATION. Except to the extent directly caused by CITY’s negligence, LESSEE agrees to indemnify, protect, defend (by counsel reasonably satisfactory to CITY) and hold CITY harmless from and against all claims, losses, liabilities, actions, judgments, costs and expenses (including reasonable attorneys’ fees and costs) which CITY may suffer or incur arising from or relating to (a) LESSEE’s use of the Premises, (b) any negligence, act or omission of LESSEE in or about the Premises or (c) any default by LESSEE under this LEASE. For purposes of this section “CITY” includes CITY’s officers, officials, employees, agents, contractors, representatives, guests, invitees, and volunteers, and “LESSEE” includes LESSEE’s officers, officials, employees, agents, contractors, representatives, guests, invitees, and volunteers.
A. LESSEE expressly agrees that this hold harmless and indemnification provision is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect.
B. It is expressly understood and agreed that the provisions of this Section will survive termination or expiration of this LEASE.
C. The requirements as to the types and limits of insurance coverage to be maintained by LESSEE as required by this LEASE, and any approval of such insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by LESSEE pursuant to this LEASE, including but not limited to the provisions concerning indemnification.
17. INSURANCE. LESSEE must procure and maintain, at its sole cost and expense, insurance required by the CITY in commercially reasonable amounts and in accordance with all applicable state and federal laws and regulations. LESSEE shall provide CITY policies of insurance types in the amount set forth below for the duration of the LEASE and provide CITY certificates evidencing such coverage, which must be in a form approved by the CITY. In addition, the insurance policies required shall be issued by insurance companies licensed to do business in the state with an A.M. Best rating of at least A-VIII.
A. General Liability coverage with limits of not less than $2,000,000 per occurrence and $4,000,000 aggregate. Premises/Operations and Personal injury coverage is required.
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The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insured under the LESSEE insurance policy; it shall be primary and non-contributory without seeking contribution from the CITY’s insurance or self-insurance.
B. Automobile Liability coverage with limits of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate. LESSEE agrees to subrogate automobile liability resulting from performance under this LEASE. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insured under LESSEE’s insurance policy; it shall be primary and non-contributory without seeking contribution from the CITY’s insurance or selfinsurance.
C. Professional Errors and Omissions coverage with limits of not less than $5,000,000 per claim and the annual aggregate, covering all acts, errors, omissions, negligence, infringement, of intellectual property (except patent and trade secret), network and privacy risks (including coverage for unauthorized access, failure of security, breach of privacy perils, wrongful disclosure of information, as well as notification costs and regulatory defense) in the performance of services for the CITY or on behalf of the CITY hereunder. LESSEE shall maintain such coverage for at least five years after the termination of this LEASE.
D. Workers’ Compensation coverage with limits of not less than $1,000,000 per occurrence. The policy shall be endorsed to waive all rights of subrogation against the CITY, its directors, commissioners, officers, employees, and volunteers for losses arising from the performance of this LEASE.
E. Excess Liability Coverage. Any umbrella or excess insurance coverage shall contain or be endorsed to include a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the CITY before the CITY’s insurance or self-insurance shall be called upon. If the underlying aggregate is exhausted, the excess coverage will drop down as primary insurance.
F. Fire Insurance on Premises. CITY shall maintain insurance (or applicable selfinsurance) for fire damage covering the Premises.
18. COMPLIANCE WITH LAW. LESSEE will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Premises and will faithfully observe in the use of the Premises all applicable laws, rules and regulations, including, without limitation, laws, rules and regulations relating to the use, storage and disposal of toxic or hazardous substances. The judgment of any court of competent jurisdiction that LESSEE has violated any such requirement, law, rule or regulation in the use of the Premises will be conclusive of that fact as between CITY and LESSEE.
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19. AMENDMENT; WAIVER. No term or provision of this LEASE may be amended, altered, modified or waived orally or by a course of conduct, but only by an instrument in writing signed by a duly authorized officer or representative of the party against which enforcement of such amendment, alteration, modification or waiver is sought. Any amendment, alteration, modification or waiver shall be for such period and subject to such conditions as shall be specified in the written instrument evidencing the same. Any waiver shall be effective only in the specific instance and for the specific purpose for which given.
20. DEFAULT. The occurrence of any one or more of the following shall constitute a default by LESSEE:
(a) Failure by LESSEE to make any payment required to be made by LESSEE hereunder as and when due.
(b) Failure by LESSEE to observe or perform any of the covenants or provisions of this LEASE, other than as provided in subsection (a) above, when such failure continues for a period of ten (10) days after written notice of such failure is given by CITY to LESSEE; provided, that if the nature of LESSEE's failure is such that more than ten (10) days are reasonably required for its cure, then LESSEE will not be deemed to be in default if LESSEE commences such cure within said ten (10) day period and thereafter diligently prosecutes such cure to completion. (c) The making by LESSEE of any general arrangement or general assignment for the benefit of creditors; (ii) LESSEE becoming a “debtor” as defined in the federal Bankruptcy Code or any successor statute thereto (unless, in the case of a petition filed against LESSEE, the same is dismissed within sixty (60) days; (iii) the appointment of a trustee or receiver to take possession of substantially all of LESSEE’s assets located at the Premises or of LESSEE’s interest in this LEASE, where possession is not restored to LESSEE within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of LESSEE’s assets located at the Premises or of LESSEE’s interest in this LEASE, where such seizure is not discharged within thirty (30) days.
21. REMEDIES. If LESSEE is in default, then, in addition to all other rights and remedies which CITY may have at law or in equity, CITY has the following rights and remedies which are not exclusive but are cumulative:
(a) CITY can, with or without terminating this LEASE, reenter the Premises and remove all property and persons therefrom, and any such property may be removed and stored in a public warehouse or elsewhere at the cost and for the account of LESSEE. If CITY elects to reenter or shall take possession of the Premises pursuant to legal proceedings or pursuant to any notice provided by law, and if CITY has not elected to terminate this LEASE, CITY may either recover all rent as it becomes due under this LEASE or relet the Premises or any part or parts thereof for such term or terms and upon such provisions as CITY may deem advisable and will have the right to make repairs to and alterations of the Premises. No reentry or taking possession of the Premises by CITY is to be construed as an election to terminate this LEASE unless a written notice of such WEA Lease Agreement
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intention is given to LESSEE by CITY. Notwithstanding any reletting without termination by CITY because of LESSEE's default, CITY may at any time after such reletting elect to terminate this LEASE because of such default. If CITY elects to relet the Premises without terminating this LEASE, then rent received by CITY therefrom will be applied as follows:
(i) First, to any indebtedness from LESSEE to CITY other than rent due from LESSEE;
(ii) Second, to all costs and expenses, including, without limitation, for maintenance, repairs or alterations, incurred by CITY in connection with reletting the Premises; and (iii) Third, to the payment of rent due and unpaid under this LEASE and the residue, if any, will be held by CITY and applied in payment of future rent as the same may become due and payable under this LEASE and to any damages and other amounts which CITY is otherwise entitled to under this LEASE. Should that portion of such rent received from such reletting during any month, which is applied to the payment of rent hereunder, be less than the rent payable hereunder during that month by LESSEE, then LESSEE agrees to pay such deficiency to CITY immediately upon demand. In no event will LESSEE be entitled to any excess rent received by CITY from such reletting.
(b) CITY can terminate LESSEE's right to possession of the Premises at any time. No act by CITY other than giving written notice to LESSEE will terminate this LEASE. Acts of maintenance, efforts to relet the Premises, or the appointment of a receiver on CITY's initiative to protect CITY's interest under this LEASE shall not constitute a termination of LESSEE's right to possession.
(c) Without waiving the default, CITY can, at its sole option, pay such sums and/or take such actions as are necessary in CITY’s reasonable judgment in order to cure the default, and all sums expended or incurred by CITY in connection therewith, together with interest thereon at the maximum rate permitted by law, shall be paid by LESSEE to CITY immediately on demand.
22. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this LEASE or by law to be served on or given to either party to this LEASE by the other party will be in writing and will be deemed served when personally delivered (including by commercial courier or next business day delivery service) to the party to whom they are directed, or in lieu of the personal service, upon the date when received as evidenced by the return receipt when deposited in the United States mail, certified or registered mail, return receipt requested, postage prepaid, addressed to:
LESSEE at: WEA CA, PC
250 Quail Ridge Road
Scotts Valley, CA 95066
Attn: Nancy Anwar Evans
CITY at: City of Vernon
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4305 South Santa Fe Avenue
Vernon, CA 90058
Attn: City Administration
Either party may change its address for the purpose of this section by giving written notice of the change to the other party in the manner specified in this section.
23. ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that agreements ancillary to this LEASE and related documents to be entered into in connection with this LEASE will be considered signed when the signature of a party is delivered by electronic transmission.
Such electronic signature will be treated in all respects as having the same effect as an original signature.
24. GOVERNING LAW. This LEASE has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this LEASE will be in Los Angeles County.
25. PARTIAL INVALIDITY. Should any provision of this LEASE be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this LEASE will remain in effect, unimpaired by the holding.
26. COUNTERPARTS. This LEASE may be executed in counterparts, each of which is an original but all of which together constitute but one and the same instrument. Signature and acknowledgment pages, if any, of this LEASE may be detached from any counterpart and reattached to any other counterpart of this LEASE which is identical in form hereto but having attached to it one or more additional signature and acknowledgment pages.
27. ATTORNEYS’ FEES. If either party to this LEASE brings an action to enforce the terms hereof or declare rights hereunder, the prevailing party in such action, on trial or appeal, shall be entitled to reasonable attorneys' fees to be paid by the losing party as fixed by the court.
28. DISCLOSURE. Pursuant to California Civil Code section 1938, CITY states that, as of the date of this LEASE, the Premises have not undergone inspection by a “Certified Access Specialist” (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code section 55.53.
29. HEADINGS; EXHIBITS. The section headings in this LEASE are for convenience of reference only and are not to be referred to in construing or interpreting this LEASE. The recitals to this LEASE, and all exhibits referred to in this LEASE, are a part of this LEASE. [Signatures Begin on Next Page].
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IN WITNESS WHEREOF, the parties hereto have executed this LEASE as of the day and year first hereinabove written.
FOR WEA CA, PC
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
FOR CITY OF VERNON:
By:
Name: Carlos Fandino, Jr.
Title: City Administrator
Date:
ATTEST:
By:
Lisa Pope, City Clerk
APPROVED AS TO FORM:
By:
Zaynah N. Moussa, City Attorney