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FD Fire Station #57 Lease AgreementIa-xM�/:�el��lBiui�Ii:Y1 This Agreement is made and entered into as of the % ls, day of June, 2016, by and among the COUNTY OF MARIN, a political subdivision of the State of California (hereinafter "County"), COUNTY SERVICE AREA 19 OF THE COUNTY OF MARIN, a political subdivision of the State of California (hereinafter "CSA"), and the CITY OF SAN RAFAEL, a charter city (hereinafter "City"). RECITALS: A. The City, County and CSA are entering into a Fire Protection Services Agreement for County Service Area 19 and adjoining areas, which is contingent upon the parties entering into this Lease Agreement for the lease of the lands described hereafter in Paragraph 4. B. The City owns the Fire Station #57 Improvements located on property owned by the County. The County's property that is the subject matter of this Lease Agreement is fully described in Paragraph 4 below (the "Property"). C. The current Lease Agreement for the Property between the City and County, dated June 20, 2006, terminates on June 30, 2016. D. The County desires to continue to lease the Property to the City, and City desires to continue to lease the Property from the County. E. The City intends to construct a new Fire Station #57 on the existing site as presented and described in Exhibit A — Fire Station #57 Design, a two company prototype of approximately 10,000 square feet with three drive-through bays, including an approximately 1,000 square foot ambulance bay (the "Improvements"). NOW THEREFORE, the parties agree as follows: Construction of New Fire Station #57. A. The City shall afford the County Board of Supervisors an opportunity, prior to City's final approval of the design, to review and approve design plans, color(s) and material board(s), and specifications relating to the construction of new Fire Station #57 Improvements on the existing site as described in Exhibit A. All exterior Improvements on the Property shall conform, to the extent applicable, with the County Civic Center Master Plan Guidelines, adopted by the Board of Supervisors on December 20, 2005, on file with the County Clerk, and shown on the County's website at httn://www.niarincountv.oi-L/dents/ad/divisions/facility-planning-and-development. B. Total project costs are estimated at $12.0 million, consistent with $11.7 million per City of San Rafael "Essential Facilities Strategic Plan: Detailed Facility Study - Replacement of Fire Station 52 & Training Tower and Fire Station 57, Volume III, page III -47" prepared by Mary McGrath Architects, 2015, plus an estimated $300,000 for potential wetlands mitigation, totaling $12.0 million. C. City shall bear 54.0% of all project costs, including, but not limited to, architectural services, site preparation, construction, access, landscaping, outfitting, equipping said station, and any potential wetland mitigation costs. City shall bear all project costs in excess of $12.0 million, if any. D. In consideration of City's interest in consolidating Medic Unit #53 at 30 Joseph Court into the proposed new Fire Station #57, and also in consideration of CSA's limitation of its property tax revenues for "structural fire protection" services per voter intent in 1974, CSA agrees to bear 46.0% of said project costs, not to exceed $5,520,000. Said 46% share is derived from the proportion of the planned 1,000 square foot ambulance bay relative to the overall approximately 10,000 square foot new Fire Station 457 design footprint, for a 10% (or $1.20 million) direct Emergency Medical Services "discount" from the $12.0 million total estimated cost per Paragraph 1(B) above to accommodate consolidation of City's Medic Unit #53 into the new Fire Station #57, resulting in an initial $5.40 million CSA share split equally with City. Said $5.40 million initial CSA share is increased by an additional $100,000 CSA contribution consistent with Section 7, "Purchase from City of Improvements Upon Termination", of Lease Agreement expiring June 30, 2016, for a rounded 46.0% CSA share of $12.0 million total cost, not to exceed $5,520,000. E. City further agrees that Section 7, "Purchase from City of Improvements Upon Termination", of the Lease Agreement expiring June 30, 2016, is satisfied in full in consideration of CSA's 46.0% contribution toward construction of the new Fire Station #57 Improvements, and that no separate payment to City is required or to be paid upon expiration of the Lease Agreement expiring on June 30, 2016 for existing improvements. F. County agrees to cooperate with City to mitigate any wetland issues at Fire Station #57 site on County land, if viable, but City is ultimately responsible for development and any wetland mitigation costs. G. During the period of construction of Fire Station #57 Improvements, City agrees to fund any improvements, if necessary, to ensure interim operations at 30 Joseph Court in consultation with County given potential subsequent County use of the 30 Joseph Court site. H. CSA agrees to the payment of its share of costs as set forth in Paragraph 1(D) above, for the construction of new Fire Station #57 Improvements, to be made to the City based on a pro -rating of progress payments by the City for costs of said design and construction, estimated to be no more than quarterly until construction is complete. 2. Option to Purchase 30 Joseph Court. City agrees to give County the option to purchase 30 Joseph Court for $1.0 million commencing upon City's occupancy of the newly constructed Fire Station #57, with said option to purchase for $1.0 million terminating one year thereafter. County has expressed interest in purchasing the site and will commence a due diligence process upon City's occupancy of the new Fire Station #57. County shall exercise the option to purchase by written notice of exercise served on City as provided in Paragraph 15 below. In the event that County does not exercise such option within the one year option period, City may thereafter sell 30 Joseph Court to any other third party or to the County on such terms and at such price as the City may determine, in its sole discretion. 3. Title to Fire Station #57 Improvements. 4 City and County agree that the City shall continue to hold title to the Fire Station #57 Improvements on the Property until such time as this Agreement shall terminate, June 30, 2056, at which time the County or CSA shall receive title to such improvements as provided in Paragraph 9 hereafter. 4. Lease of Lands. For and in consideration of the covenants and promises hereunder, County does hereby lease to City, and City does hereby lease from County, the lands consisting of approximately 31,422 square feet, or 0.72 acres, described as the "Proposed Lease" on Exhibit `B" attached hereto (the "Property"), pursuant to the terms set forth herein. 5. Term. Contingent upon the parties having entered into the Fire Protection Services Agreement, bearing the same date as this Lease Agreement, the term of this Lease Agreement shall commence on July 1, 2016 and shall continue through June 30, 2056, unless either party terminates the Fire Protection Services Agreement per Paragraph 6 of that Agreement, attached hereto and incorporated herein by reference. Should either party terminate the Fire Protection Services Agreement before June 30, 2056, the other party shall have the option to purchase the remaining amortized value of the other's percentage share of the Improvements, per Paragraph 1(C) or 1(D) above, as applicable, to ensure continuity of fire protection services to the community, assuming a 40 -year amortization of the other's percentage share of the up -to $12.0 million gross project costs at a 3.0% discount rate per year. In the event the City terminates the Fire Protection Services Agreement, County or CSA shall have the option to purchase the remaining amortized value of the City's percentage share of the Improvements, with one hundred twenty (120) days' notice to the City at any time during the remaining lease term through June 30, 2056, in which case the remaining leasehold title vested with the City per this Lease Agreement shall be terminated and full title to the Improvements shall vest with the County or CSA. In the event the County or CSA terminates the Fire Protection Services Agreement, City shall have the option to purchase the remaining amortized value of the CSA's percentage share of the Improvements, with one hundred twenty (120) days' notice to the County and CSA at any time during the remaining lease term through June 30, 2056, provided that after June 30, 2056 County or CSA shall receive full title to the Improvements from the City as provided in Paragraph 9 hereafter. Should City exercise said option before June 30, 2056, City shall have the rights to continued use of the Improvements as a fire station during the remainder of the leasehold period, contingent upon City maintaining its rent obligations as provided in Paragraph 6 hereafter, as well as all other provisions of this Lease Agreement for the remainder of the leasehold period. 6. Rent. On or before the first day of each calendar month during the term of this Agreement, without any prior demand by County, City shall pay to County a monthly rental of $11,854.75, which amount shall be increased by 3.0% annually, commencing with July 1, 2017. 3 7. Operation and Maintenance Expenses. The City, as owner of the Fire Station #57 Improvements on the Property, shall be responsible for all operating and maintenance expenses related to the Improvements, including all utilities. The City shall also be responsible for landscape maintenance on the Property. 8. Future Changes to the Improvements. After the initial construction of the Improvements as described in Paragraph 1 above, the City may make non-structural alterations, renovations, replacements, or other changes to the interior spaces of Fire Station #57 Improvements that do not affect the total square footage, dimension or height of such building, or the external appearance of the building, without requiring the written consent of the County. The City may also replace the roof on the Fire Station #57 building, make landscape improvements, and make repairs to the existing paved parking lot on the Property, without the written consent of the County. Any other exterior changes to the Improvements on the Property (including structural alterations, renovations, replacements, or other changes to the Fire Station #57 Improvements that affect the total square footage, dimension or height of such Improvements, or the external appearance of the Improvements) shall require the County's written consent, and shall conform, to the extent applicable, with the County Civic Center Master Plan Guidelines, adopted by the Board of Supervisors on December 20, 2005, on file with the County Clerk, and shown on the County's website at littn://wAvA.v.inarincountN,.or�,,/dents'lad!divisions/facility-i)lannin��-and- deN elopment. City shall provide the County with at least ninety (90) days' advance written notice of any changes to the Property that will cost more than $100,000 and have a useful life greater than five (5) years ("Special Improvements"). Any changes to the exterior of the Improvements, or any Special Improvements, may require approval by the Frank Lloyd Wright Civic Center Conservancy and/or the Board of Supervisors prior to City's implementation of such changes. 9. Vesting of Improvements Upon End of Term. Upon completion of this Lease Agreement per Paragraph 5, County or CSA is hereby afforded full title to the Improvements. 10. Interests in Fire Station #57 Improvements Not Transferable In no event may City sell, transfer or otherwise assign its interest in the Improvements to another party without the prior written consent and agreement of the County and CSA. 11. Destruction or Damage to Improvements. Notwithstanding Paragraph 5 of this Agreement, if, during the term of this Agreement, the Fire Station #57 Improvements are totally destroyed or damaged to the extent that the Improvements are no longer suitable or adequate for use as a fire station, all rent due under the Agreement shall be totally abated effective as of the date of destruction or damage, and City may elect to either reconstruct or repair the Improvements or to terminate this Agreement by giving written notice to the County within three (3) months following such destruction or damage. If the City elects to reconstruct or repair the Improvements, City shall commence such reconstruction or repair within one (1) year after giving notice of such election, and upon the completion of such reconstruction or repair the full monthly rent 0 payable under the Agreement shall again become payable for the remaining term of the Agreement. If the City elects to terminate the Agreement due to the destruction or damage of the Fire Station #57 Improvements, City shall clear the Property of the destroyed or damaged Improvements and title to the Property shall be vested free and clear to the County. 12. Indemnification. City shall defend, protect, indemnify and hold harmless the County against and from any and all claims, suits, liabilities, judgments, costs, demands, causes of action and expenses (including, without limitation, reasonable attorneys' fees, costs and disbursements) (collectively "Claims") arising out of the City's negligence or willful misconduct, or the City's operations on the Property under this Agreement, including any Claims under any Federal or State regulations related to accessibility. County shall defend, protect, indemnify and hold harmless the City against and from any and all claims, suits, liabilities, judgments, costs, demands, causes of action and expenses (including, without limitation, reasonable attorneys' fees, costs and disbursements) (collectively "Claims") arising out of the County's negligence or willful misconduct related to this Agreement. 13. Hazardous Materials. City shall be responsible for the disposal in accordance with applicable laws of any hazardous materials placed on the Property by City or City's agents, and shall defend, protect, indemnify and hold harmless the County against and from any claims, suits, liabilities, judgments, costs, demands, causes of action and expenses (including without limitation reasonable attorneys' fees, costs and disbursements) arising from such hazardous materials. County shall be responsible for the disposal in accordance with applicable laws of any other hazardous materials found on the Property, and shall defend, protect, indemnify and hold harmless the City against and from any and all claims, suits, liabilities, judgments, costs, demands, causes of action and expenses (including, without limitation, reasonable attorneys' fees, costs and disbursements) arising from such other hazardous materials. 14. Amendments. This Agreement may only be amended by written consent of all parties. 15. Notices. All notices or communications hereunder shall be in writing and shall be sent by first class mail, addressed to the other party at the addresses indicated below, or such other addresses as the parties may from time to time designate in writing. Notice shall be deemed given upon placement of the notice into the mail. To County: County Administrator County of Marin, Room 325 3501 Civic Center Drive San Rafael, CA 94903 To CSA: County Administrator County of Marin, Room 325 3501 Civic Center Drive San Rafael, CA 94903 To City: City Manager City of San Rafael P.O. Box 151560 San Rafael, CA 94915-1560 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. CITY OF SAN RAFA`EL /PHILrIS, GAR � ATTEST: ESTHER BIERNE, City Clerk APPROVED AS TO FORM: � -7 'L"'Q,FE. ROBERT EPSTEIN, City Attorney COUNTY OF MARIN and COUNTY SERVICE AREA 19 President of the Board ofGrs ATTEST: PROVED AS TO FORM: STEVEN WOODSIDE, County Counsel j F C q SS ( ro 0