Agenda Item No. 11
CITY OF YUCAIPA
AGENDA REPORT
TO: Honorable Mayor and City Council
FROM: Ben Matlock, Deputy Director of Community Developmen ity Planned"' Ryan Miller, Housing and Economic Development Analyst
FOR: City Council Meeting of August 12, 2024
SUBJECT: Facility Lease Agreement — Priority Ambulance (CONFIRE) 34282 Yucaipa Blvd.
RECOMMENDATION:
That the City Council:
1. Authorize the City Manager to execute the lease agreement with Priority Ambulance, LLC. for the temporary use of the identified City facility to support CONFIRE operations; and
2. Direct staff to continue working with CONFIRE to secure a permanent facility in Yucaipa.
BACKGROUND/DISCUSSION:
On December 5, 2023, the Board of Supervisors awarded CONFIRE EMS and Mobile Health the contract for ground ambulance services for eleven exclusive operating areas in the county, collectively referred to as the comprehensive service area. Yucaipa is one of the selected regions for this service enhancement. Subsequently, CONFIRE, managed through Priority Ambulance LLC, approached the City to discuss the possibility of leasing a City facility to operate their services within Yucaipa and the greater region.
City staff engaged with CONFIRE to identify a suitable facility to reduce response times and strategically position CONFIRE's operations in Yucaipa. After careful consideration, a temporary facility has been identified at 34282 Yucaipa Boulevard. The temporary facility lease terms are month -to -month at $1,600 per month.
The proposed facility will be a temporary solution while CONFIRE and City staff work collaboratively to secure a permanent location within Yucaipa. CONFIRE must be operational by October 2024, making the temporary facility essential for the interim period. City staff will continue to work with CONFIRE to finalize a permanent facility and will provide an update to the City Council at the beginning of 2025.
FISCAL IMPACT:
An executed Lease Agreement would generate $1,600 per month in rental revenue accounted for in the General Fund.
Attachment(s):
1. Facility Lease Agreement
Approved by: -�-�` : :,:: �— ----
ATTACHMENT 1
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City Clerk
City of Yucaipa
34272 Yucaipa Boulevard
Yucaipa, CA 92399
EXEMPT FROM FEES PER G.C. 6103 1
SPACE ABOVE FOR RECORDERS USE ONLY
FACILITY LEASE AGREEMENT
34282 Yucaipa Boulevard, CA 92399
APN: 030313105
This lease agreement ("Lease") is made and entered into this _day of , 2024 (the "Lease") by and between the CITY OF YUCAIPA, a municipal corporation ("Landlord" or "City") and Priority Ambulance CA, LLC, a California Limited Liability Company ("Tenant" or "Priority"). The parties to this Lease may be referred to herein as "party" or collectively as the "parties."
I. SCOPE OF AGREEMENT
The City grants to Priority and Priority accepts from City a lease to use the 34282 Yucaipa Boulevard, also known as Assessor's Parcel 030313105, the former Yucaipa Business Incubator Center, which includes (1) building on the lower campus thereon (hereinafter referred to as "the leased premises") on the terms and conditions set forth herein.
II. ENTIRE AGREEMENT
This Lease is the complete agreement of the parties with respect to the subject matter hereof.
III. TERM OF LEASE; EXTENSION; TERMINATION
The initial term of this Lease shall be for month -to -month for no more than six (6) months commencing on August 13, 2024, and ending on February 28th, 2025. This Lease may be terminated by either party, with or without cause, upon thirty (30) days written notice to the other party. The City shall provide such notice only after specific action by the City Council to terminate this Lease.
IV. LEASING OF FACILITY; RENT
In consideration of the mutual covenants contained herein and the payment by Priority to City the fee of $1,600.00 per month, by the 5th day of each calendar month, without prior notice or demand, and without offset or deduction, City hereby leases to Priority, and Priority hereby leases from the City, the facility located at 34282 Yucaipa Boulevard, Yucaipa, California.
V. UTILITIES AND MAINTENANCE
Tenant Responsibilities:
1. Priority shall pay for utilities as defined, gas usage, electricity usage, alarm and telephone service necessitated by Priority's use of the leased premises.
2. Priority, as the tenant, shall be responsible for providing and paying for trash removal and disposal services for the leased premises. This includes arranging for regular trash pickup and ensuring that all waste generated by Priority's use of the premises is properly disposed of in compliance with local regulations.
3. During the term of this Lease, Priority shall conduct routine maintenance at its cost. The parties agree that the term "routine maintenance" shall include the day-to-day or periodic maintenance activities, such as janitorial services, and internal cosmetic repairs i.e., painting, replacement of lighting bulbs, which are intended to maintain the premises in a manner such that it will not deteriorate from its condition before leased, normal wear and tear excluded.
City Responsibilities:
4. The City is responsible for utilities defined as water usage and sewer usage. a. The City is not responsible to provide cost of said utilities.
5. The City agrees to perform and pay for front yard landscaping and any major or structural maintenance of the building excluding damage caused by Tenant, in addition to the cost of irrigation water for the front yard.
VI. USE OF LEASED PREMISES
1. The leased premises will be used by Priority to operate medical emergency services and duties that require Priority's day-to-day operation.
2. Priority may use the gated parking lot near the NW corner of the Property to park and store Medical Emergency Transportation units, including temporary parking for multiple medical transportation units.
3. Modifications to the leased premises may be made by Priority, subject to prior written approval by the City and at no cost to the City.
4. Priority agrees that it will, upon termination of this lease, return the lease premises in the same condition as at the commencement of the term of the lease, reasonable wear and tear excluded.
VIII. INSURANCE REQUIREMENTS
Priority shall procure and maintain, for the duration of the Lease, insurance against claims for injuries to persons or damages to property, which may arise from or in connection with Priority's operation and use of said premises:
Commercial General Liability: $1,000,000 per occurrence for bodily injury, personal injury, and property damage ($500,000 sub -limit for property damage).. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Coverage shall be at least as broad as ISO CGL occurrence form GC 0001. Workers' Compensation as required by the Labor Code of the State of California and Employers' Liability Insurance. Automotive Liability:
$1,000,000 combined single limit (CSL) for bodily injury and property damage. This shall include owned, hired, and non -owned automobiles. Coverage shall be as broad as ISO CGL occurrence form CG 0001. Auto liability is required only if autos will be used in performance of this contract. All policies, except for Workers' Compensation (requires Certificate of Insurance only), shall name, the City of Yucaipa, its employees, officers, agents, and volunteers as additional insureds. Certificates of insurance shall be provided to the City prior to or concurrent with the Tenant's execution of this Lease. The coverage shall provide that such insurance afforded to the additional insureds shall be primary, but only as respects to this Lease, and insurance maintained by the City, its employees, officers, agents, and volunteers shall be non-contributing. Each insurance policy required by this clause shall state that coverage shall not be cancelled except after thirty (30) days prior written notice has been given to the City.
IX. INDEMNIFICATION AND HOLD HARMLESS
Priority shall indemnify, defend (with legal counsel approved by City, which such approval by City shall not be unreasonably withheld) and hold harmless City and its elected and appointed officials, officers, employees, servants and agents from and against all claims, actions, liabilities, losses, damages, costs, attorneys' fees and other expense(s) of any nature for loss or damage to property, or injury to or death of persons, arising in any manner whatsoever, directly or indirectly, by reason of this Lease or the use or occupancy of the Premises by Priority (collectively "Claim(s)"), whether the Claim be made during the
Lease term or thereafter, except such loss, damage, injury or death caused by the sole negligence or willful misconduct of the City. The liability of Priority hereunder shall not be limited by the insurance provisions of this Lease. The indemnification, legal defense and hold harmless provisions of this Section shall survive the expiration or termination of this Lease and shall relate back to all periods of Priority's previous possession of the Premises.
X. DESTRUCTION OF PREMISES
Should said Premises be damaged or destroyed by any cause not the fault of Priority , City may, at City's sole option, repair the same.
XI. MORTGAGES AND OTHER ENCUMBRANCES
Tenant shall not mortgage, hypothecate or otherwise encumber or cause any liens to be placed upon the Premises or the freehold estate of City.
XII. ASSIGNABILITY
Tenant shall not sub -lease the premises, and any attempt to do so shall terminate this Lease without further action on the part of the City.
XIII. DEFAULT
Except as otherwise provided in this Lease, at any time one party is in default or breach of any provision of this Lease, the other party may give written notice to remedy such default or breach. If the default or breach is remedied within thirty (30) days following such notice, then this Lease shall continue in full force and effect. If, (1) such default or breach is not remedied within said thirty (30) day period, or (2) the nature of the default or breach is such that it cannot reasonably be cured within thirty (30) days and the defaulting party fails to commence to cure within the thirty (30) day period and thereafter diligently prosecute the cure to completion, then the non -defaulting party may, at its option, terminate this Lease and, if terminated by City, take possession of the Premises without further notice and shall also be entitled to such damages or other remedies at law or in equity are available to either party because of such default or breach. Termination of this Lease pursuant to this Section shall not be considered a waiver of damages or other remedies at law or in equity available to either party because of such default or breach. Each term and condition of this Lease shall also be deemed to be a covenant. A waiver by either party of any default or breach by the other party of any provision of this Lease shall not constitute or be deemed to be a waiver of any subsequent or other default or breach. No waiver shall be binding, unless executed in writing by the party making the waiver; waivers on behalf of City shall only be given by resolution of the City Council. No waiver, benefit, privilege, or service voluntarily given or performed by either party shall give the other party any contractual right by custom, estoppel, or otherwise. The subsequent acceptance of rent pursuant to this Lease shall not constitute a waiver of any preceding default by Tenant other than default in the payment of the particular rental payment so accepted, regardless of City's knowledge
of the preceding breach at the time of accepting the rent; nor shall acceptance of rent or any other payment after expiration or termination constitute a reinstatement, extension, or renewal of the Lease or revocation of any notice or other act by City. The making by Tenant by any general assignment, or general assignment for the benefit of creditors; the filing by or against Tenant of a petition.
XIV. GENERAL PROVISIONS
Attorneys' Fees. In the event that any action is brought by either party hereto as against the other party hereto for the enforcement or declaration of any right or remedy in or under this Lease or for the breach or enforcement of any covenant or condition of this Lease, the prevailing party shall be entitled to recover reasonable attorneys' fees and litigation costs from the other party.
2. Waiver.
a. No waiver of any breach of any of the terms, covenants, agreements, restrictions or conditions of this Lease shall be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions and conditions hereof.
b. City's consent to or approval of any act shall not be deemed to render unnecessary the obtaining of City's consent to or approval of any subsequent act by Tenant. The acceptance of rent hereunder by City shall not constitute a waiver of any preceding breach by Tenant of any provision hereof, other than the failure of Tenant to pay the particular rent so accepted, regardless of City's knowledge of such preceding breach at the time of its acceptance of such rent.
3. Entry by City; Inspection. City reserves the right for City and City's agents and representatives to enter upon the Premises at any reasonable time and after reasonable notice to Tenant for the purpose of inspecting the Premises, to examine the condition thereof, including their environmental condition; showing the same to prospective purchasers, tenants or lenders; making such alterations, repairs, improvements or additions to the Premises, as City deems reasonable or necessary; or attending to City's business and City's interest hereunder, as City may deem necessary or desirable.
4. Relationship of the Parties. The relationship of the parties hereto is that of landlord and tenant, and it is expressly understood and agreed that City does not in any way, nor for any purpose, become a partner of Tenant or a joint venture with Tenant in the conduct of Tenant's business, or otherwise.
5. Incorporation of Prior Agreements; Modifications. This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified only in writing, and signed by the parties in interest at the time of such modification.
6. Time of Essence. Time is expressly declared to be of the essence of this Lease. Each term and each provision of this Lease, performable by Tenant, shall be construed to be both a covenant and a condition.
7. Quitclaim. At the expiration or earlier termination of this Lease, Tenant shall execute, acknowledge and deliver to City, within five (5) days after written demand from City to Tenant, a quitclaim deed or other document deemed necessary or desirable by City's counsel to remove any cloud of this Lease from the real property subject hereto.
8. Construction of Lease. The language in all parts of this Lease shall, in all cases, be construed as a whole and in accordance with its fair meaning and not restricted for or against either City or Tenant. The captions of the sections and subsections of this Lease are for convenience only and shall not be considered or referred to in resolving questions of construction.
9. "City" and "Tenant". The words "City" and "Tenant," wherever used herein, shall be applicable to one or more persons, as the case may be; the singular shall include the plural; the neuter shall include the masculine and feminine; and, if there be more than one, obligations thereof shall be joint and several. The word "person," whenever used herein, shall include individuals, firms, associations and corporations. Whenever in this Lease any words denoting undertaking, covenant or duty are used, such words shall have the same force and effect as though made in the form of conditions.
10. Choice of Law; Venue. This Lease shall be governed by the laws of the State of California, with venue for any legal actions, which may be brought by either party against the other party in the County of San Bernardino, California.
XIV. NOTICES
Any notice to be given or other document to be delivered by either party to the other hereunder may be delivered in person to either party, or may be deposited in the United States mail, in the State of California, duly registered or certified, with postage fully prepaid and addressed to the party for whom intended as follows:
TO CITY: City Manager
City of Yucaipa
34272 Yucaipa Blvd.
Yucaipa, CA 92399
(909) 797-2489, Ext. 253
TO TENANT: Director of EMS Operations
Priority Ambulance California, LLC
300 E. State St, Suite #320
Redlands, CA 92373
ADDITIONAL COPY TO: Priority Ambulance
9721 Cogdill Rd #302
Knoxville, TN 37932
Attn: General Council
Either party hereto may, from time to time, by written notice to the other party, designate a different address, which shall be substituted for the one above specified. If any notice or other document is sent by registered or certified mail, as aforesaid, the same shall be deemed served or delivered on the third business day after the mailing thereof, as above provided.
XVI. SEVERABILITY
If any provision of this Lease shall be adjudged to be invalid, void or illegal, it shall in no way affect, impair or invalidate any other provision(s) hereof, the parties hereby agreeing that they would have entered into the remaining portion of this Lease notwithstanding the omission of the portion or portions adjudged invalid, void or illegal.
XVII. COUNTERPARTS
This Lease may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Lease on the date and year first above written.
CITY OF YUCAIPA
Chris Mann, City Manager
ATTEST:
Ana V. Sauseda, MMC
Director of General Services/City Clerk
APPROVED AS TO FORM:
Steven Graham, City Attorney
Priority Ambulance California, LLC ,
a California Limited Liability Company
LDOM
OF
Title: