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FD Administrative Office Relocation License 2017LICENSE THIS LICENSE is granted on January 10 EZ 2017 by the County of Marin, a political subdivision of the State of California, hereinafter called "COUNTY", to City of San Rafael, hereinafter called "Licensee," collectively the "Parties." WITNESSETH COUNTY, for and in consideration of the fees, covenants and promises contained herein, does hereby grant this License to Licensee, and Licensee hereby accepts from COUNTY the limited use of certain space located within 1600 Los Gamos Drive, San Rafael, which is owned by the COUNTY (hereinafter called "Shared Office Space" and further described below) located in San Rafael, California, for office use. This License is made upon the following terms, covenants and conditions to which the Parties hereby agree. I. ADMINISTRATION. This License shall be administered on behalf of COUNTY by the Facilities Planning and Development Manager, whose mailing address is: Office of the County Administrator Facilities Planning and Development 3501 Civic Center Drive, Room 325 San Rafael, CA 94903 and on behalf of Licensee by: Christopher Gray Fire Chief City of San Rafael 1039 C Street PO Box 151560 San Rafael, CA 94915-1560 Any notice or notices provided by this License, or required by law to be given or served upon COUNTY or Licensee, shall be in writing and served and effective by any of the following means; Three (3) business days after depositing the same in the United States Mail, postage prepaid; Upon hand delivery with signed receipt by acceptor, or Upon delivery from any major overnight delivery service. -1- 2. DESCRIPTION OF 160U LOS GAMOS OPERATIONS. The COUNTY owns that certain property commonly known as 1600 Los Gamos Drive (Assessor's Parcel Nos. 165- 220-10 and 165-220-11)(the "Building"), which includes Suite 345. The County operates 1600 Los Gamos Drive through a contract with an outside professional property management firm, the Sares Regis Group, to professionally operate and maintain 1600 Los Gamos Drive as multi -tenant, Class A, office building. There are multiple private tenants occupying various parts of the Building, including a private child care provider firm, the Internal Revenue Service, and other private tenants. The County also houses the Sheriffs Office, the Office of Emergency Services, and other County offices in parts of the Building. 3. DESCRIPTION OF SHARED OFFICE SPACE AND ACKNOWLEDGEMENT BY LICENSEE. The Shared Office Space in Suite 345, to which access is granted, is defined as the space as shown in Exhibit "A" attached hereto. Licensee shall have exclusive use of Offices #1, 6, 7, 6, Small Conference Room #5 (which can also be used as an office), and built-in work stations W.S. #1, 2, 3, 4, 5, and 6. The Shared Office Space also houses two offices for the Sares Regis Group's Property Manager and Assistant to Property Manager (Offices #3 and #4), and also includes a separate room for storing building plans and building operating files needed to provide the property management service (Storage as shown on Exhibit "A"). There is a common kitchenette that includes area for separate copiers for both ,Sares Regis (already existing) and Licensee (to be provided by Licensee). Licensee shall have shared kitchenette access, and agrees to keep it clean and orderly. There is a common conference room in Suite 345 which Licensee shall have access to for meetings upon prior approval of the Property Manager. Licensee acknowledges that the Property Manager and Assistant will have visitors including building engineers, vendor representatives providing building services, custodial staff, and any other invitees or visitors common to a typical property management service. County staff occupies one room in suite 345, Office #2. Licensee may request separate locks on Licensee's rooms, which the Property Manager shall provide at Licensee's expense. Licensee shall provide or contract separately for its own telephone and internet access service. All other customary services such as electricity, HVAC, cleaning, etc. are included in the License Fee, described below. Licensee acknowledges there is no separate security alarm or video surveillance system for Suite 345 or the Shared Office Space. Licensee and its staff shall be provided keys to Suite 345 for access. Licensee also acknowledges that Suite 345 is part of the vacant suites that COUNTY has charged Sares Regis with a good faith effort to lease to private tenants at market rental rates on market terms and conditions. 4. LICENSE FEE. Licensee shall pay to COUNTY a fee according to the schedule below at the beginning of each month, unless the initial occupancy occurs on a day other than the first day of the month, which payment shall be due upon initial occupancy. Annual -2- increases are based on a 3% increase per year over previous year. The License Fee shall be prorated as to the number of days of use in the month to the total in the month upon the license start and/or termination. Months Monthly Fee 1 to 12 $4,000.00 13 to 24 $4,120.00 25 to 30 $4,242.60 5. TERM and HOLDOVER. Subject to Section 24, the term of this License shall be for thirty (30) months and commence on the date Licensee occupies the Shared Office Space, but not later than April 1, 2017 after which date if Licensee has not occupied the Shared Office Space this License shall become voice, and terminate thirty (30) months after occupancy. The month Licensee first occupies the Shared Office Space shall be considered the first month of this License. Any holding over beyond the thirty (30) month term shall only be by mutual agreement of the parties, shall only be month-to-month, and shall only require either party to provide thirty (30) days prior notice of last day of occupancy. Any holding over beyond the thirty (30) month term shall be at the then Monthly Fee plus three percent (3%). Upon Licensee's occupancy of the Shared Office Space, the parties will confirm in writing, signed by both parties, the commencement and termination date of the License. 6. USE. The Shared -Office Space is that area currently shown on Exhibit "A", and may be used for general office purposes only. Licensee membership, including its employees, agents, contractors, volunteers and invitees (Membership), shall not interfere with COUNTY's right to use the rest of the Building for COUNTY'S visitors and clients. The Licensee employees shall have access to the Shared Office Space at all times. No other use of the Shared Office Space or the rest of the Building by Licensee shall be permitted. Licensee shall not enlarge or expand its use of the License contemplated herein without prior written consent of COUNTY. Onsite Licensee staff and consultants parking may park anywhere in the Building's associated parking lots subject to signage. Licensee acknowledges it will request its full time staff to park further away from Lobbies A and B of the Building to provide parking for private tenants and visitors to the Building, and must not interfere with COUNTY staff, visitor or client parking needs. 7. MAINTENANCE OF SHARED OFFICE SPACE. COUNTY will provide janitorial and trash service to Shared Office Space. Licensee shall maintain the Shared Office Space in a clean, tidy and in a professional way. -3- S. ENTRY BY COUNTY. COUNTY and its agents shall have the right, and Licensee shall permit COUNTY, and its agents, to enter onto said Shared Office Space at all times for any purpose, except that Licensee may designate an office as confidential, in which case COUNTY and its agents shall only enter in case of an emergency. Any such designated location shall not receive after-hours janitorial or trash service. 9. COUNTY'S RIGHTS. It is further understood and agreed by Licensee that COUNTY's rights to Shared Office Space are paramount to this License. Licensee shall in no way interfere with COUNTY's right to use, access or possess the Shared Office Space. Licensee understands that necessary maintenance, construction or repairs of the Shared Office Space may suspend the use contemplated by this License for an indefinite period of time. Furthermore, Licensee understands that its use of the Shared Office Space may be curtailed due to acts of God, or unsafe conditions upon the Shared Office Space as solely determined by COUNTY. In these circumstances, COUNTY shall attempt to provide Licensee with notice as early as possible regarding the curtailment of the Shared Office Space, and shall reasonably attempt to find like space within the Building until the Shared Office Space has been deemed habitable by the COUNTY or its agents. 10. INSURANCE. Licensee, at Licensee's own cost and expense, shall maintain liability insurance (including protective liability coverage on operations of independent contractors engaged in contractual liability insurance) on an "occurrence" basis for the benefit of the Licensee as named insured and the COUNTY, its officers, elected and appointed officials, agents, boards, commissions, and employees as additional insured against claims for bodily injury, death, personal injury and property damage liability with a limit of not less than $1,000,000.00 Combined Single Limit, per occurrence and $2,000,000.00 aggregate in connection with Licensee's use of the Shared Office Space. All such insurance coverage shall be through self-insurance as permitted by California Government Code Section 990, or effected under valid and enforceable policies and shall be issued by insurers licensed to do business in the State of California and with general policy holder's rating of at least A and financial rating of VIII or better as rated by A.M. Best's Insurance reports and shall provide that COUNTY shall receive thirty (30) days written notice from the insurer prior to any cancellation of coverage or diminution of limits. On or before commencement date of this License, Licensee shall furnish COUNTY with a certificate evidencing the aforesaid insurance coverages and renewal policies or certificates shall be furnished to COUNTY upon renewal of each policy. Licensee shall provide an Additional Insured Endorsement of the policy cited on the Certificate of Insurance evidencing the additional insured status of General Liability coverage. COUNTY reserves the right to review and increase the insurance levels set forth above on the yearly anniversary date or any renewal date of this License. 0 11. WAIVER OF SUBROGATION RIGHTS. Licensee hereby grants to COUNTY, on behalf of any insurer providing insurance with respect to the Shared Office Space, a waiver of any right of Subrogation, which Licensee's insurer may acquire against the COUNTY by virtue of payment of any loss under such insurance. 12. TAX-EXEMPT PROPERTY. Licensee acknowledges that it has been informed that under Section 107 of the Revenue and Taxation Code of the State of California, the Marin County Assessor is required to place a value on all possessory interests. Possessory interest is defined as the right of a private taxable person or entity to use property owned by a tax- exempt agency for private purposes, and such determination is under the authority of the Assessor of Marin County. A possessory interest tax may be levied by the County Assessor on this license for use against the Licensee as of the lien date, which is March 1 of each year. 13. ALTERATIONS AND IMPROVEMENTS. No improvements or alterations affecting the Shared Office Space shall be made by Licensee. This includes picture/poster hanging unless prior approval is received from the Property Manager. All costs associated with the removal of Licensee's debris, waste, structures, chattels, or improvements by COUNTY shall be at Licensee's expense and COUNTY shall have the right to recover said costs by any means legally permissible. 14. WASTE, QUIET CONDUCT. Licensee and its Membership shall not dispose of, or store, any waste, including but not limited to hazardous waste, upon said Shared Office Space or the rest of the Building, nor commit, or suffer to be committed any nuisance, or other act or thing which may disturb the quiet enjoyment of COUNTY's staff or other clients or tenants. 15. MANAGEMENT OF PERSONS PERMITTED UPON THE SHARED OFFICE SPACE. Licensee shall be responsible for managing the conduct of all its Membership, including invitees and shall ensure that the terms outlined in this License are adhered to. Licensee staff shall escort its invitees, agents, contractors, etc. to and from the Lobby area to Shared Office Space. At no time shall Licensee's invitees, agents, contractors, etc. be left unattended. 16. ACCEPTANCE OF SHARED OFFICE SPACE AS -IS. Licensee accepts the Shared Office Space in its "as -is" condition and agrees that COUNTY makes no express or implied warranties with regard to the condition of the Shared Office Space or its suitability for use by Licensee. -5- 17. COUNTY TO BE HELD HARMLESS. Licensee shall defend, indemnify, and hold harmless COUNTY, its agents, officers and employees from and against all claims, suits, damages, losses, judgments, liabilities, expenses, and other costs, including litigation costs and attorney fees arising out of, or resulting from losses to anyone who may be injured or damaged by reason of the omissions, willful misconduct, negligence or wrongful acts of Licensee, or Licensee's officers, employees, invitees, volunteers or agents. 18. NO TRANSFERRABLE P.IGHTS. Absolutely no transferable rights in the use of the Shared Office Space or the License have been conferred upon the Licensee. 19. ATTORNEYS' FEES. In case suit shall be brought because of the breach of any covenant herein contained, the Parties shall bear their own attorney's fees and costs. 20. ORDINANCES AND STATUTES. Licensee shall comply with the requirements of any and all applicable federal, state and local laws, statutes, regulations, ordinances and codes now in force, or which may hereafter be in force, pertaining to the Shared Office Space. The judgment of any court of competent jurisdiction, or the admission of Licensee in any action or proceeding against Licensee whether COUNTY be a party thereto or not, that Licensee has violated any such ordinance or statute in the use of the Shared Office Space, shall be conclusive of that fact as between COUNTY and Licensee. 21. DAMAGE TO FACILITIES. It is also agreed that while using the facilities, Licensee will take reasonable care to not damage COUNTY's facilities in and around the Building, including furniture, fixtures and equipment. However, if any of COUNTY's facilities should become damaged by Licensee or its Membership, it shall become the obligation of Licensee to make said repairs should it become necessary. Further, COUNTY shall not be liable for damages to personal property (i.e. computers, equipment, personal items, etc.) of Licensee or its Membership as a result of flood, fire, vandalism, theft or any acts of nature. 22. WAIVER CAPTIONS JURISTICTION OF LAW. This License shall be governed by and construed in accordance with the laws of the State of California. No waiver by a party of any provision of this License shall be considered a waiver of any other provision or any subsequent breach of the same or any other provision, including the time for performance of any such provision. The exercise by a party of any remedy provided in this License or at law shall not prevent the exercise by that party of any other remedy provided in this License or at law. The captions heading the various paragraphs of this License are for convenience and shall not be considered to limit, expand, or define the contents of the respective paragraphs. Masculine, feminine, or neuter gender and the singular and the plural number, shall each be considered to include the other whenever the context so requires. If either party consists of more than one person, each such person shall be jointly and severally liable. This License shall be interpreted under California law and according to its fair meaning, and not in favor of or against any party. 23. ENTIRE AGREEMENT. This License contains the entire agreement between the Parties hereto and..no-term or, proyision:thereof may be changed, waived, discharged or terminated unless made in writing and executed by both Parties hereto. 24. EARLY TERMINATION. This License is terminable at will by the COUNTY and/or by Licensee prior to the termination date, which is thirty (30) months from the date Licensee first occupies the Shared Office Space. Licensee and its membership shall vacate and cease to use the Shared Office Space as outlined herein within one -hundred eighty (180) calendar days upon receipt of a written notice of termination from COUNTY or Licensee. 25. RELOCATION. If COUNTY requires the Shared Office Space for use by another tenant or for other reasons connected with COUNTY's space management plans for the Building or the Property, then COUNTY shall have the right, upon sixty (60) days' prior written notice to Licensee, to relocate the Shared Office Space to other space of substantially similar size as the Shared Office Space, and with tenant improvements of substantially similar age, quality and layout as then existing in the Shared Office Space. In the event of any such relocation, COUNTY shall pay for the cost of providing such substantially similar tenant improvements (but not any furniture or personal property), and COUNTY shall reimburse Licensee, within thirty (30) days after COUNTY's receipt of invoices and paid receipts, for the reasonable moving, telephone and data installation and stationery reprinting costs actually paid for by Licensee in connection with such relocation. If COUNTY so relocates Licensee, the terms and conditions of this License shall remain in full force and effect and apply to the new space, except that (a) a revised Exhibit A shall become part of this License and shall reflect the location of the new space, and (b) such new space shall thereafter be deemed to be the "Shared Office Space". COUNTY and Licensee agree to cooperate fully in order to minimize the inconvenience of Licensee resulting from such relocation. IN WITNESS WHEREOF, on the day and year first above written, the Parties hereto have caused this License to be executed. CITY OF SAN RAFAEL r�J41�n<Yt / bLtl2lF'�` �Il�abt® Jim�S.ehutz, Cit aA a9 er -7- COUNTY OF MARIN � IJA /.,, Pr iden�f& Board of Supervisors ATTEST: ESTHER BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT EPSTEIN, City Attorney 1 ��• • `� • ,,.r, `, M ATTEST: (I/J- i -M DEPUTY CLERK, BO.1RD OV S M VISORS COUNTY Or MARIN APPROVED AS TO FORM: r Brian E. Washington, County Counsel Jenna J. Brady, Deputy County Counsel A - I 5r o _ ; I ] G0� LOS GAMOS DRNE, SUM, 345 o SADA RAFAEL, CA Z I AS—BUILTS s = s �j OCTOBER 31, 2016 `r