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PW Lease Modular Trailer - Essential FacilitiesLEASE AGREEMENT LESSOR: LESSEE: Modern Building Systems, Inc. City Of San Rafael PO Bos 110 1400 5`h Ave. 9493 Porter Road San Rafacl, CA 9490fl f Aumsville, OR 97325 Job # PO # In consideration of the terms and conditions contained herein Lessor and Lessee agree as follows: Lessee agrees to lease the Building (as defined below) from Lessor as of the Ist day of May, 2017 for a lease period of 33 months in accordance with the terms and conditions attached hereto. The "Building" is a 12'x 42' building, unit # 2344, serial # 2016.KM.57-1, containing 504 square feet of space, to be provided by Lessor as per the Plans and Specifications attached hereto as Exhibit A, which is incorporated herein by reference. The Building shall be located at: 1400 Fifth Ave. San Rafael, CA 94901 (the "Location"). Lessor will deliver and install the Building at the Location according to the Plans and Specifications. LESSOR MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, CONCERNING THE BUILDING, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RENTAL: For the minimum lease period, Lessee agrees to pay Lessor, by check at Lessor's office in Aumsville, Oregon, rent in the total amount of $11,550.00, in monthly installments of $350.00 plus sales tax. Such monthly rent shall be paid by Lessee in advance on the I51 day of each month. (This rent amount is subject to adjustment as provided herein.) Applicable state, local sales and use taxes and other direct taxes (as provided in the Terms and Conditions) shall be due and payable to Lessor by Lessee monthly as invoiced. INSTALLATION AND REMOVAL FEES: In addition to rent, Lessee agrees to pay Lessor, by check at Lessor's office in Aumsville, Oregon, a delivery and installation fee of $4500.00 and a removal and return fee of $1,791.00. The removal and return fee shall be paid with the final rental payment, after removal of the Building by Lessor. Delivery and return are subject to permits, pilot cars and highway restrictions. Lessor is not responsible for any site work, excavation/backfill or utilities or their connections (e.g., power, water, sewer, telephone/data) at the Location, unless specifically contracted herein to do so. STAIRS: Lessee agrees to lease 2 set(s) of stairs for $0.00 per month. If the stairs are not returned to Lessor, Lessee will be charged $750 per set. If the steps are returned damaged, Lessee will be charged accordingly for the repair or replacement. INITIAL CLEANING AND KEYS: The Building will be cleaned upon return to Lessor at Lessee's sole expense. The cleaning charge shall be Lessor's actual expense or $150.00, whichever is larger. Lessee shall be liable for any and all damage to the Building and its accessories. If keys are not returned with the Building, Lessee will be charged $50. The terms of this Lease Agreement ("Lease") shall not be affected by the terms of any Lessee purchase order, all of whose terms are rejected. Signed by duly authorized agents this 17th day of February, 2017. Le sor dere Buil lg Systems, Inc. Lessee: City Of San Rafael B , By: ley! r Title: V�• l 31�.Jn 1'orilnd3-1362239.2 0051297-00001 Title: UrL-ECT-011L rd,27L�G VJO(24-h 2 IINITIAL� TERNIS AND CONDITIONS 1. This transaction is a lease and not a sale. Lessee does not acquire any right, title or interest in the Building, except the right to possess and use the Building under this Lease, so long ns Lessee is not in default. 2. In addition to the payment of rent, Lessee shall pay Lessor for all sales and use lazes, other direct tares and registration fees imposed by federal, stale or other (axing authorities and allocated by Lessor on either an individual or prorated basis for any units of the Building 3. Lessee %N ill, at its sole cost, keep the Building at all times in good repair and operating condition and free of nil liens and encumbrances. Lessee shall replace all warn eF broken parts with new parts acceptable to Lessor. Lessor is responsible for major repairs due to normal wear and fear, such as rooflwindow leaks, mechanical, electrical and plumbing failures. Upon termination of this Lease. Lessee will vacate the Building to lessor in at least as good a condition and state of repair as delivered to Lessee, ordinary wear and tear excepted. Until Fes' en any Building -resumed -fa) wit(, "^^^65940' acinuerepairsef-aay Mail arregiWag Fes loragon-4 original spasiGeationsi er (s) withaltemtions-of-medifications-performed" essee- If Lessee does not make the required repairs or restoration, Lessor shall determine the amount due far them for which Lessee shall be responsible. rad rent an !he &tiklingivitt-eontintie4G-acfrne-un Wmt-amount-is-paid-by Lessee. 4. loll.: '.�^ raF a GHS 6111 Build'Ing-1hatHs-ordered4n aeeonra ..^"«^ pcfiftcationsand-is-*ot-"+rbesser.!s eurren+We lion- 4Phe-inslallation,4s delayed by any ass or emission o' ;t-�» z:.rpaT nen(s shal4 eatnmenes once-neti{ed-oFlhe completion efihe IR Mngm- 5. In the performance of its obligations, lessor shall not be responsible for events beyond its reasonable control, including, withouit limitation, delays or impossibility of maradacluring, delivery or installation due to fire, flood, windstorm, riot, civil disobedience, strikes and acts of God. 6. Any damage claim of lessee against Lessor arising out of or related to this Lease shall be limited loan amount not exceeding the lesser of (n) the rent actually paid by Lessee or (b) six months of rent, whichever is less. In no event shall Lessor be responsible for consequential damages, including, withoul limilalion, loss of use or lost profits. These damage limitations shall apply regardless of the nature of the cinim, including without limitation, those based upon contract, tort (including negligence), warranty or statute. 7. Lessee shall provide free and clear access for delivery and return of Ilse Building by standard mobile transport vehicle. Lessee shall provide firm and level ground or no more than a six-inch slope from one end to the other for safe and unobstructed inslallntion of The Building. The site selection is the sole responsibility of Lessee. Lessor shall have no responsibility or liability for any inadequacy of the location for the setup or use of the Building. Lessee is solely responsible for obtaining any required permits for the insinllation and use of the Building at the Location. B. Lessor may at any time following the expiration of the minimum lease period, request Lessee to vacate the Building for removal by Lessor. the leealien designated by hesseF. (a) if Lessee, without any further written agreement, shall continue to possess or occupy the Building beyond the minimum lease period, Lessee shall then be deemed to have renewed this Lease on n month-to-month basis at the rental rale in Lessor's monthly' published lease rate(s) then in effect. (b) If Lessor elects to terminate this Lease upon the expiration of the minimum lease period, rent shall continue until the Building is returned to the location designated by Lessor and lessee pays Lessor all unpaid rents and charges allocable to the returned Building that have accrued as of the date the Building is returned. 9. Lessor shall not be liable for claims or damages of any kind whatsoever, whether to person or property, arising from or in any way connected with the Building or Lessee's use thereof, and Lessee will indemnify, defend and hold Lessor harmless from any and all such claims or damage arising therefrom. 10. (a) Upon delivery of the Building to the Location, Lessee will assume the entire risk of loss to the Building until the Building is returned to lessor. Lessee represents thnt it is insured in all of its business aclivilics and sluall insure its interests in and obligations with respect to the Building. The Building shall be covered by a cerliricalion of coverage slandart}.--c-ontprebensive-pre covering the full replacement value or file Building with any insurance payment thereunder payable to Lessor. Lessee shall be responsible for any deductible amounts. If Lessee fails to obtain or maintain such insurance at Lessee's cast, Lessor may obtain such insurance, but Lessor shall not be obligated to do so. In the event of any daunnge to or loss or destruction of the Building occurring subject to insurance, Lessor may, at its sole election, determine to repair or replace the Building Portlnd3-1362239.2 OD51297.00DDI INITIAL), (b) Lessee shall maintain a genera Nia4444nsumnea paliey4n4he-minimunrpoliey-runetm! ei$I millien- provide Lessee with a certification of coverage: Lesser- shall be itaniedas-an-additiena"nsv. d •••••',eF lit@ PSL' 'besseltall respansible�er ony "mible-amennts. (c) Before the installation of the Building, lessee shall provide Lessor a certificate of insurance verifying that Lessee has obtained the required insurance coverage. L I. The following shall constitute Events of Defnuh: (a) Lessee fails to pay any rent or any outer amount herein provided within 10 days alter ilia same is due and payable; (b) Lessee fails to comply with any provisions of this Lease; (c) Lessee abandons the Building; (d) Lessee ceases doing business as n going concern; (e) any proceeding in bankruptcy, receivership or insolvency is commenced by or against Lessee or Lessee's properly, or if Lessee makes an assignment for Ilia benefit of creditors; (f) lessee makes any misrepresentation or false statement as to Lessee's credit or financial standing in connection with the execution of this Lease; (g) Lessee commits any act of assignment, including permitting any other entity or person to use the Building; (h) Lessee makes it bulk transfer of its furniture, fixtures, furnishings or other Building inventory; (i) Lessee breaches any of the terms of any loan or credit agreements, or defaults thereunder; and (j) if there is more than one lease existing between Lessor and Lessee, Lessee defaults under any other such lease. 12. Upon the occurrence of an Event of Defaull, and without prejudice to any other rights or remedies Lessor may have, Lessor may exercise any one or more of Ilse following remedies: (a) Lessor may declare ilia entire amount of rent for ilia minimum lease period immediately due and payable without further notice or demand to Lessee. (b) Lessor may recover all rents and other amounts due as of the date of such defmdt. (c) Upon n 24 hour notice, Lessor and its agents may, without natiee, liability or legal process, enter into any premises of ar under control of Lessee or any agent of Lessee where the Building and its accessories may be believed to be located and attempt to repossess the Building, disconnecting and separating it from any other property and using all means necessary or reasonable to take possession of the Building and its accessories. Lessee hereby waives any claim or cause of action of any kind whatsoever against Lessor growing out of Ilse removal, repossession or retention of the Building, including, without limitation, claims for trespass or conversion. (d) Lessor may obtain provisional process or injunctive relief to recover possession of the Building and its accessories. Lessee hereby waives any objection to such relief. (a) Lessor may pursue any other remedy now or hereaDcr existing at law or in equity. All such remedies arc cumulative, and may be exercised concurrently or separately. 13. Rents and charges not received by Lessor within 30 days of the invoice date shall accrue a late charge of (a) 1 112 percent per month or (b) the maximum rale permitted by Inw, whichever is lover. 14. When-llte-ininimutMeFRI a14his.�� w c -Pik 4-rrenths-,4he Fe+tlal 4inige-shall be s agea+iaadjustment; based upon gi& All kents-E rrsumefE r ee4Fide.T'l'") faHhe l3niled�tales (United States Bureanwf LaboF Statistics 1967 Erase period}calstdated s follows=Fer�aelrelnangeof ane index petalirHi>zGPl, iho-Feniat-mleAmI bL-adjusted-by-4fic4or-er^ I,.A-*"djtKlnrentsshall lake-effee! Hhe a ePhe-siNmeotlts lbereallef. Sand-adjusfmen! NN- ll �",�.c-va�v-o""a ^n the-i}iBSl Feel!nr-c-�rrn� :^, :�v.ccTo�-.�.•rer$ihe ill 7eing-0' InTh rsrft,. rl:rr-ge- 15. Should the Lessee elect, for any reason, to terminate this Lease at any time befare the end of the minimum lease period prior to ilia 26' month, the entire unpaid balance of Ilia rent due hereunder shrill immediately become due and payable. Upon the receipt of n 30 day notice from Lessee to return ilia building alter the 261 month, it penalty of S700plus lax shall became due and payable within 30 days from the date of return. Such termination shall become effective only when the Building is returned in good condition to ilia location designated by Lessor and pays Lessor all unpaid rents and charges allocable 10 the returned Building. 16. If it has fulfilled all of its obligations tinder this Lease, Lessee has the option to extend this Lease in one-year increments atter the expiration of the initial term hereof. All of the terms and provisions of this Agreement shall remain the same in Ilia event of any such annual extension, except IitaHhe C4'4 a josimeii"escAbed tibove- Miall-bhippliCable-I Aux Alis! ttwrnhs-eNhe-etiensiart- Should Lessee %visit to so extend this Lease, Lessee must give Lessor 30 days written notice of such election before ilia expiration of the term hereof or before the expiration of any previously extended term hereof. 17. Lessee slall, it Lessee's sole cost, obtain any and all licenses, titles, permits and other certificates as may be required by law or otherwise for Lessee's lawful operation, possession or occupancy of the Building. Lessee shall provide I•or all maintenance, upkeep, repair, utilities and operational costs of any nature w•halsoever pertaining to the Building in a careful manner so as not to expose the Building to damage. All permits, certificates of [ilia or registration applicable to the Building shall reflect Lessor's o%atership thereof. 1'ortlnd3-1362239.2 0051297-00001 4 INITIAL)(' Is. Lessee shall not remove the Building from ilia Location without prior written approval from Lessor. Lessee shall notify Lessor immediately of any attempted levy or seizure of the Building and shall indemnify and hold Lessor harmless from and against any loss or damage resulting therefrom. Lessor may inspect the Building from time to time. If Lessor believes the Building to be overloaded beyond normal capacity or misused, abused or neglected, Lessor may summarily remove and repossess the Building upon five days' prior written notice to Lessee. in ilial event, Lessee shall be liable for the total unpaid amount for Ilia minimum lease period. 19. If at any time Lessor retakes the Building and there is any other property owned by Lessee or in the custody or control of Lessee attached to or contained within the Building, Lessor may take possession of such other property and hold the same for Lessee either in Lessor's possession or, in the exercise of Lessor's sole discretion, in public storage for the account of and at the sole expense of Lessee. In addition, Lessee shall indemnify, defend and hold Lessor harmless from and against any claims relating to damage to ilia property of Lessee or any other persons suffered or sustained during repossession of Ilia Building by Lessor. 20. Lessee agrees that the Building will not be used for any residential purposes. Lessee shall not stake or permit any unlawful use or handling of the Building and shall not, without Lessor's prior %%rides consent, make or permit any changes, alterations or improvements in or to ilia Building or remove therefrom any parts, accessories or attachments. 21. This Lease may not be assigned by Lessee, nor may all or any part of the Building be sublet by Lessee without the prior written consent of Lessor. Lessor may assign this Lease and ilia rent. 22. Any notice required or permitted to be given hereunder shall be in writing and shall be deemed properly given upon delivering ilia same personally to an authorized represeninlive of Ilse party to be notified, or upon mailing such notice, by registered or certified mail, return receipt requested, to the party to be notified, at its address hereinafter set forth, or at such other address within Ilia United Slntes as the party to be notified may have designated prior thereto by written notice to ilia other party. 23. Each person signing this Lease represents and warrants that such person has all requisite power and authority necessary to execute this Lease and to perform the party's respective obligations hereunder and that this Lease is binding upon and enforceable against the party represented by that person. This Lease shall inure to Ute benefit of and shall be binding upon the respective successors in interest and permitted assigns of Ilse parties hereto. 24. Lessee's obligations set forth herein shall survive the termination of this Lease. 25. This Lease contains the entire agreement and understanding between the parties and supersedes and replaces all prior or contemporaneous communications, understandings or agreements, whether verbal or written. 26. This Lease shall be governed by and construed in accordance with ilia laws of the slate of Oregon. The exclusive venue for any dispute arising out of or related to this Lease shall be (lie Circuit Court of the State of Oregon in Marion or Multnomah County, al Lessor's option. Ilowever, nothing in this provision shall prevent Lessor from seeking equitable relief in on), court with jurisdiction. 27. In Ilse event of any dispute or claims arising out of or related to this Lease, ilia prevailing party shall be entitled to recover all litigation costs, including, without limilalion, attorney fees and costs incurred at trial, on appeal, on revicty or in any bankruptcy proceeding. Portlnd3-1362239.2 0051297-00001 MTIALy/ CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Department of Public Works Project Manager: Cindy Ray Extension: x5326 Project Name: Public Services — Temporary Leased trailer at City Hall Parking Lot Contractor Name: Modern Building Systems Contractor's Contact: Wayne Summers Contact's Email: wsummers@modernbuildingsystems.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to enter a date. ® CR b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2/27/2017 2 City Attorney a. Review, revise, and comment on draft agreement 3/3/2017 ® LAG and return to Project Manager b. Confirm insurance requirements, create Job on Click here to ® LAG PINS, send PINS insurance notice to contractor enter a date. N/A 3 Project Manager Forward three (3) originals of final agreement to ® CR contractor for their signature 4 Project Manager When necessary, * contra ctor-siened agreement ® N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ CR Public Works Contract > $125,000 CIi4 4n1t6 Date of Council approval enter a date PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 03/14/2017 ® CR Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed 3l 6 /j� / !jam agreement 7 City Attorney Review and approve insurance in PINS, and bonds / (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official r 9 City Clerk Attest signatures, retains original agreement and 3� forwards copies to Project Manager )�