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PS City Parking Lot Rental SpaceAGREEMENT FOR THE RENTAL OF SPACE BY HEADLANDS VENTURES, LLC, DBA MIKE'S BIKES AT THE CITY PARKING LOT LOCATED AT 5TH AND GARDEN STREETS. This Agreement is made and entered into this 'L3 day of 6�W__3 , 2016 by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and HEADLANDS VENTURES, LLC, dba MIKE'S BIKES (hereinafter "TENANT"). AGREEMENT DESCRIPTION OF PREMISES The one (1) space located inside on the southeast side of the City -owned parking lot at 5th and Garden Streets, as depicted on exhibit A attached hereto. 2. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Parking Services Manager is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. TENANT. TENANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for TENANT. Ken Martin is hereby designated as the PROJECT DIRECTOR for TENANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason; the TENANT shall notify the CITY within ten (10) business days of the substitution. 3. COMPENSATION TENANT shall pay without deduction, setoff, prior notice, or demand, a rate established by the following rate structure: Year 1: $63 per month ($189.00 per quarter) Year 2: $70.00 per month ($210.00 per quarter) Year 3: $75.00 per month ($225.00 per quarter) Payment shall be due on or before the first day of each month or the first day of each quarter. 4. LATE CHARGES lip vivau.'i IL If any installment of any sum due from TENANT is not received by CITY within five (5) days after such amount is due, then, without any requirement for notice to TENANT, TENANT shall pay to CITY a late charge of twenty-five dollars ($25). 5. USE OF PREMISES: OPERATIONS TENANT shall use the premises for the purpose of storing trash, refuse, and recycled materials prior to disposal. TENANT shall not use, nor permit the use of, in whole or any part, the premises for any other purpose without the CITY's prior written consent. Tenant shall permit Sushi To Dai For restaurant to use the trash bins for their refuse. 6. TERM OF AGREEMENT. The term of this Agreement shall commence on March 1, 2016 and end on February 28, 2019. Notwithstanding the foregoing, this Agreement may be terminated by CITY before the expiration of the specified term upon TENANT's default as defined in Paragraph 7 herein. 7. DEFAULT BY TENANT The occurrence of any of the following shall constitute a default by TENANT: A. Failure to pay rent when due, if the failure continues for ten (10) days after notice has been given to TENANT. B. Abandonment and vacation of the premises (failure to occupy and operate the premises fourteen (14) consecutive days shall be deemed an abandonment and vacation). C. Failure to perform any other provision of this agreement if the failure to perform is not cured within thirty (30) days after notice has been given to TENANT. If the default cannot reasonably be cured within thirty (30) days, TENANT shall not be in default of this agreement if TENANT commences to cure the default within the thirty (30) day period, and, in the opinion of CITY, in good faith continues to cure the default. D. Failure to maintain and/or repair the premises as required by paragraph 9 herein. E. Assignment of Agreement without CITY consent as required by paragraph 10. 8. IMPROVEMENTS Upon termination of this Agreement, TENANT, at its sole expense, shall restore the premises to its original condition to the reasonable satisfaction of CITY. a 9. MAINTENANCE AND REPAIR TENANT shall keep and maintain in good order, condition, and repair a) all portions of the premises, b) all areas surrounding the leased premises affected by the TENANT's operation and usage and c) the refuse container on the premises. TENANT shall have the area surrounding the refuse container and the access routes across the CITY's parking lot from TENANT's adjacent property cleaned daily in order to remove any and all garbage, dirt, refuse, trash, and debris of any kind that have originated from TENANT's operations. Should TENANT fail to maintain these areas in a clean manner, CITY shall have the areas cleaned and invoice TENANT for the cost of the cleaning plus 15%. TENANT shall ensure that the designated area does not generate or attract animal or insect pests. Should CITY find evidence of pest infestation, TENANT will be notified and shall have 30 days to mitigate the pest problem. If TENANT is notified more than twice in a twelve month period to remove pests, CITY will engage a licensed, professional pest control company and invoice TENANT for the cost of the pest control contract at cost plus 15%. TENANT shall ensure that all garbage, recycling, and refuse are contained within garbage containers and/or bins and containers are secured within the designated area at all times. TENANT shall regularly monitor the premises and surrounding areas to remove any and all garbage, dirt, refuse, trash, and debris of any kind. 10. ASSIGNABILITY. TENANT shall not voluntarily assign or encumber its interest in this agreement or in the premises, or allow any other person or entity, except TENANT's authorized representative, to occupy or use any or part of the premises, without first obtaining CITY's consent. Any assignments or encumbrance without the CITY's consent shall be voided and at CITY's election, shall constitute default. No consent to any assignment or encumbrance shall constitute a further waiver of the provisions of this paragraph. 11. INSURANCE. A. During the term of this Agreement, TENANT shall maintain, at no expense to CITY, a commercial general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage; B. The insurance coverage required of the TENANT by section 11.A. shall also meet the following requirements: The insurance shall be primary with respect to any insurance or S coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution; 2. The insurance policy shall be endorsed for contractual liability and personal injury; 3. The insurance policy shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policy. 4. TENANT shall provide to CITY's PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insured under the policies. 5. The insurance policy shall be endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policy except upon thirty (30) days written notice to CITY's PROJECT MANAGER. 6. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years; 7. The insurance policy shall provide for a retroactive date of placement coinciding with the effective date of this Agreement; 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. If it employs any person, TENANT shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both TENANT and CITY against all liability for injuries to TENANT's officers and employees. D. Any deductibles or self-insured retentions in TENANT's insurance policies must be declared to and approved by the City's Risk Manager and the City Attorney. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or TENANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 12. INDEMNIFICATION. TENANT shall defend, indemnify and hold harmless CITY, their officers, agents, employees and volunteers against and from any and all claims, actions demands, 4 losses, injuries, death, damages or costs of any kind, including attorneys fees, brought by or on behalf of any person, firm, corporation or other entity, arising from the conduct of, management of, use of or occupation of the premises, or from any accident or incident in, on or about the premises or as a result of the operations or use of the premises. TENANT shall defend, indemnify and hold harmless CITY, Redevelopment Agency, their officers, agents, employees and volunteers against and from any and all claims, actions, demands, losses, damages or costs of any kind, including attorneys fees, arising from any breach or default on the part of the TENANT in the performance of any covenant term or condition of this lease, or arising from any act, omission or negligence of the TENANT, its agents, officers, contractors, servants, employees or licensees. TENANT shall release and waive any and all claims TENANT may have against CITY for damages to its goods, wares and merchandise in, on or about the premises, and for injuries to TENANT, its officers, agents, contractors, servants, licensees and employees occurring in, on or about the premises, and TENANT shall defend and hold CITY exempt and harmless for any such damage and/or injury to any such person. 13. NONDISCRIMINATION. TENANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 14. COMPLIANCE WITH ALL LAWS. TENANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. TENANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. TENANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 15. NO THIRD PARTY BENEFICIARIES. CITY and TENANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 16. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Parking Services Manager City of San Rafael P.O. Box 151560 San Rafael, CA 94915-1560 TO TENANT'. Ken Martin Headlands Ventures, LLC Dba Mike's Bikes 55 Leveroni Court Novato, CA 94949 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the TENANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the TENANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 20. TAXES CITY hereby gives notice to TENANT, pursuant to Revenue and Tax Code Section 107.6 that this Agreement may create a possessor interest which is the subject of property taxes levied on such interest, the payment of which taxes shall be the sole obligation of TENANT. 21. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. TENANT City of San Rafael Ji Sch�tz, City Ma r ATTEST: CITY OF SAN RAFAEL Esther C. Berne, City Clerk APPROVED AS TO FORM: -L- 6 _ Robert F. Epstein, Cit Attornbi Headnds entures, LLC Al � Ken Martin, Chief Executive Officer h� P .,vow N 0 G o`". PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services aLyreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and comment on draft -1 /,VA6 agreement. Q /see, &-;. � `z `'`f 2 Contracting Department Forward final agreement to contractor for 3 �_/)e(,�,',' their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; bonds, and insurance certificates and endorsements. 5 City Manager / Mayor 1 or Agreement executed by Council authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the ?j1 contracting department. To be completed by Contracting Department: Parking Services Project Manager: Jim Myhers Project Name: Renewal of Rental Agmt with Headlands Ventures (Mike's Bikes) for use of parking spaces -5"' and Garden lot Agendized for City Council Meeting of (if necessary): N/A FPPC: ❑ , check if required If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.