HomeMy WebLinkAboutCC Resolution 12937 (Falkirk Rental Agr.; Basis Architecture)RESOLUTION NO. 12937
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
AUTHORIZING THE CITY MANAGER TO EXECUTE A RENTAL AGREEMENT
BETWEEN THE CITY OF SAN RAFAEL AND
BASIS ARCHITECTURE & CONSULTING, INC FOR USE OF
OFFICE SPACE IN THE FALKIRK CULTURAL CENTER
WHEREAS, the City has a three room suite for rent on the second floor of the Falkirk Cultural Center; and
WHEREAS, Basis Architecture & Consulting, Inc requires office space for firm operations; and
WHEREAS, the City will receive a monthly payment of $1,200 from Basis Architecture & Consulting, Inc
for use of the space.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES AS
FOLLOWS: To authorize the City Manager on behalf of the City of San Rafael, to execute a rental
Agreement Between the City of San Rafael and Basis Architecture and Consulting, Inc, for use of office
space in the Falkirk Cultural Center, a copy of which is hereby attached and by this reference made a part
hereof.
I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was
duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on
Monday, the fifth day of April, 2010 by the following vote, to wit:
AYES: COUNCILMEMBERS: Brockbank, Connolly, Heller, Levine & Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
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ESTHER C. BEIRNE, CITY CLERK
Rental Agreement Between the Citv of San Rafael and
Basis Architecture & Consulting, Inc
for Use of Office Space in the Falkirk Cultural Center
This Agreement is made on the 23rd day of April , 2010, between the
CITY OF SAN RAFAEL ("CITY" herein), a chartered Municipal Corporation
organized and existing under the laws of the State of California and BASIS
ARCHITECTURE & CONSULTING INC ("BASIS" herein), a private corporation
existing in Marin County, California for the purpose of architectural design and
consulting services; and
WHEREAS, City is the owner of certain real property located at 1408 Mission
Avenue, San Rafael, California, commonly known as Falkirk Cultural Center consisting
of the mansion and grounds ("CENTER", herein) and said CENTER contains a second
floor office space ("PREMISES", herein) as is more particularly described in the
diagram attached and incorporated herein as Exhibit "A", and
WHEREAS, CITY is willing to rent PREMISES to BASIS and BASIS is
willing to rent PREMISES from CITY for office uses related to its business activities
pursuant to the provision of this Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. RENTAL OF PREMISES.
CITY agrees to rent to BASIS, and BASIS agrees to rent from CITY, space on
the second floor of the CENTER located at 1408 Mission Avenue in the City of San
Rafael, consisting of three rooms, D, E, F (PREMISES, herein) as is more particularly
described in Exhibit "A", and the use of room G, a restroom facility attached hereto and
incorporated herein. BASIS understands, acknowledges and agrees that it is renting
PREMISES "as is".
2. TERM.
This Agreement shall commence on June 1, 2010, and shall continue
thereafter until the Agreement is terminated by either party upon giving notice of
termination to the other party at least sixty (60) days in advance of the effective date of
the termination.
3. RENT, DEPOSIT AND FEES.
A. Rent. BASIS shall pay to CITY as rent, without deduction, setoff, prior
notice, or demand, the sum of One Thousand, Two Hundred Dollars ($1,200.00) per
month in advance on the first (15) day of each month. BASIS shall pay prorated rental
payment for first month if this Agreement commences after the I" of the month. The rent
amount paid by BASIS includes BASIS' share of PG&E utility costs, garbage, water, and
security alarm services. CITY shall provide BASIS with five (5) keys to PREMISES.
B. Fees. For any and all programs and events which it sponsors, produces or
manages utilizing CENTER facilities not included in PREMISES, BASIS shall pay
CITY any and all associated fees for reservation, staffing, insurance and all other
associated costs. BASIS shall pay any and all costs associated with BASIS officers,
employees, visitors or agents incurring costs associated with false security alarms in
CENTER.
C. Annual Rent Adjustment. The rent shall be adjusted annually on the
anniversary of the Agreement each year in the amount of two and one half percent
(2.5%) increase.
D. Security Deposit. Prior to commencement of its tenancy, BASIS shall
pay to CITY a security deposit in the amount of One Thousand, Two Hundred Dollars
($1,200). Said deposit may be used by CITY in the event BASIS fails to pay timely rent
or causes damage to PREMISES. Upon termination of the Agreement and upon a
finding by the CITY that BASIS has 1) fully paid all amounts due to CITY, 2) has
completely vacated the PREMISES and 3) has left PREMISES in the manner and in the
condition specified in Section 18, CITY shall return deposit to BASIS.
4. LATE CHARGES.
If any installment of rent or any other sum due to CITY is not received from
BASIS within five (5) business days after such amount is due, then, without any
requirement for notice to BASIS, BASIS shall pay to CITY a late charge equal to five
percent (5%) of such overdue amount.
5. USE OF PREMISES; OPERATIONS.
A. BASIS shall use the PREMISES only for the purpose of conducting the
business of the architectural and consulting firm. BASIS shall not use nor permit the use
of the whole or any part of the PREMISES for any other purpose without the CITY's
prior written consent. BASIS shall not conduct nor permit on PREMISES or on any
portion of the CENTER, any activity or use of any sort that may be prohibited under
standard forms of fire and liability insurance policies or by any federal state or local law
or regulation.
B. Parking for a maximum of five cars is reserved for BASIS officers and
employees Monday through Friday during regular business hours (8 a.m.-5.p.m.) in the
rear parking lot behind the greenhouse structure. BASIS officers and employees may not
utilize general visitor parking in the driveway or areas on the CENTER grounds.
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C. BASIS may install on the CENTER grounds a maximum of two
directional signs indicating PREMISES location. Size, design, wording, color and
location of signs are to be approved by CITY prior to sign installation.
6. TAXES AND ASSESSMENTS.
BASIS understands, acknowledges and agrees that it is responsible for any and all
taxes and assessments which may be levied upon BASIS, including but not limited to any
possessory interest tax. BASIS shall pay all applicable taxes on its personal property,
fixtures and leasehold or possessory interest in the leased PREMISES and any other
assessment which may be lawfully levied.
7. MAINTENANCE AND REPAIR.
BASIS shall keep and maintain in good order, condition and repair, excepting
only reasonable wear and tear, all portions of the PREMISES including without
limitation, all fixtures, interior walls, floors ceilings, plumbing, windows, and heating
facilities serving the rented PREMISES. Costs of repair for damages resulting from the
acts or omissions of BASIS, its employees, agents, officers, guests, visitors, and invitees
will be paid by BASIS. Repairs shall be performed by CITY's staff or CITY -retained
contractors at the discretion and schedule determined by CITY staff. BASIS shall ensure
that the PREMISES meet all applicable federal, state and local laws, ordinances, codes
and regulations prior to its occupancy of the PREMISES.
8. IMPROVEMENTS
BASIS shall not erect any permanent or temporary structures of any sort on the
leased PREMISES, nor make nor cause to be made any alterations, improvements,
additions, or fixtures that in any way affect the PREMISES or CENTER, without the
express written consent of the CITY. All alterations, improvements or additions that are
now or in the future attached permanently to the PREMISES shall become the property
of CITY and shall remain with the Premises at the termination of the Agreement, except
that CITY can elect within thirty (30) days of the termination of the Agreement to
require BASIS, at its sole cost and expense, to remove any alterations, improvements or
additions which BASIS has made to PREMISES.
BASIS or its contractor may paint the interior wall surfaces of the PREMISES
with a color/shade that has been reviewed and approved in advance by the CITY.
9. DAMAGE OR DESTRUCTION.
If the PREMISES are totally or partially destroyed from any cause, rendering the
PREMISES totally or partially inaccessible or unusable, CITY may either continue or
terminate this Agreement by giving notice to BASIS within thirty (30) days of the date of
destruction. If CITY elects to continue the Agreement in full force and effect, then
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CITY shall restore PREMISES and the rent shall be abated, from the date of destruction
until the date restoration is completed, in an amount proportionate to the extent to which
the destruction interferes with BASIS `s use of PREMISES. If CITY fails to give notice
of its decision to terminate or to continue this Agreement within the thirty (30) day
period, BASIS may elect to terminate this Agreement. BASIS waives the provisions of
Civil Code sections 1932(2) and 1933(4) with respect to any destruction of the
PREMISES.
10. INDEMNIFICATION.
BASIS shall indemnify, defend and hold harmless CITY, its officers, agents,
contractors, invitees employees, from 1) any and all claims of liability for damage to
property, for injury or for death to any person occurring in, on or about the rented
PREMISES, or in, on or about the CENTER during BASIS sponsored or supervised
events, 2) any and all claims of liability arising from BASIS' failure to perform any
provision of this Agreement, 3) any and all claims of liability arising from any act or
omission by BASIS, its officers, agents, contractors, invitees, and employees, and 4) any
and all damages, liability, fines, penalties and any other consequences arising from any
noncompliance with or violation of any federal, state or local laws, codes, rules or
regulations.
11. INSURANCE.
A. During the term of this Agreement, BASIS shall maintain, at no expense
to CITY, the following insurance policies:
1. A broad form comprehensive 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.
2. A property damage insurance policy in the minimum amount of
one million ($1,000,000) dollars per occurrence
B. The insurance coverage required of BASIS by Section I LA, shall also
meet the following requirements:
1. The insurance shall be primary with respect to any insurance or
coverage maintained by CITY and shall not call upon CITY's insurance or coverage for
any contribution.
2. The insurance policies shall be endorsed for contractual liability
and personal injury.
3. The insurance policies shall be specifically endorsed to include,
without cost to CITY, the CITY, its officers, agents, employees and volunteers, as
additionally named insureds under the policies.
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4. BASIS shall provide CITY, (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 insureds under
the policies.
5. The insurance policies shall provide that the insurance carrier shall
not cancel, terminate or otherwise modify the terms and conditions of said insurance
policies except upon ten (10) days written notice to CITY.
6. The insurance shall be approved as to form and sufficiency by
CITY's Risk Manager and City Attorney.
C. If it employees any person, BASIS 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 BASIS and CITY
against all liability for injuries to BASIS officers, agents, volunteers and employees.
D. Any deductibles or self-insured retentions in BASIS' insurance policies
must be declared to and approved by the CITY's Risk Manager and the City Attorney.
12. COMPLIANCE WITH ALL LAWS.
BASIS shall observe and comply with all applicable laws, ordinances, codes and
regulations of all governmental agencies, including federal, state, municipal and local
bodies having jurisdiction over any or all of BASIS' activities. All BASIS' activities
must be in accordance with these laws, ordinances, codes, and regulations and BASIS
shall indemnify, defend and hold CITY harmless from and all claims and actions arising
out of BASIS' alleged or actual failure to comply with all applicable laws, ordinances,
codes and regulations.
13. NON-DISCRIMINATION.
BASIS agrees not to, and shall not discriminate against any person because of
race, color, religion, ancestry, national origin, age, sex pregnancy, marital status, sexual
preference or disability in violation of any federal, state or local laws and regulations.
14. ASSIGNMENT AND SUBLETTING.
BASIS shall not assign this Agreement, nor sub -rent all or any part of the
PREMISES, or allow any other person or entity (except BASIS's employees and guests)
to occupy or use all or any part of the leased PREMISES, without first obtaining CITY's
written consent. Any assignments, encumbrance, or sub -rental without CITY's written
consent shall be voidable. No consent to any assignment, encumbrance, or sublease shall
constitute a further waiver of the provisions of this paragraph.
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15. ENTRY.
CITY and its authorized representatives shall have the right to enter the
PREMISES at all reasonable times for any reasonable purpose, including but not limited
to:
A. Determine whether the PREMISES are in good condition
B. Determine whether BASIS is complying with all of its obligations under
the Agreement.
C. Perform any necessary maintenance of PREMISES.
D. Protect and ensure the safety of CENTER and the people using CENTER
and of the general public.
16. NOTICES.
A written notice required by the terms and conditions of this Agreement shall be
deemed served when a party sends the notice in an envelope addressed to the other party
to this lease and deposit it with the U. S. Postal Service, postage prepaid. For purposes of
this Agreement, notices shall be addressed as follows:
To CITY: Carlene McCart, Director
San Rafael Community Service
P.O. Box 151560
San Rafael, CA 94915-1560
To BASIS: Mr. Charles Pick, President
Basis Architecture & Consulting, Inc
1408 Mission Street
San Rafael, CA 94901
Service of Notice on any of the lessees shall be deemed service on all lessees.
17. WAIVER.
No delay or omission in the exercise of any right or remedy of CITY on any
default by BASIS shall impair such a right or remedy or be construed as a waiver. The
receipt and acceptance by CITY of delinquent rent shall not constitute a waiver of any
other default; it shall constitute only a waiver of timely payment for the particular rent
payment involved. Any waiver by CITY of any default must be in writing and shall not
be a waiver of any other default concerning the same or any other provision of the lease.
CITY's consent to or approval of any act by BASIS requiring CITY's consent or
approval shall not be deemed to waive or render unnecessary CITY's consent to or
approval of any subsequent act by BASIS.
18. SURRENDER OF PREMISES, REMOVAL OF PERSONAL PROPERTY.
At the termination of this Agreement, BASIS shall 1) vacate PREMISES and
surrender PREMISES, in as good a state and condition as when the rental term began,
excepting only reasonable wear and tear; and 2) remove all property which is not a
fixture of or permanent attachment on PREMISES and which is owned by BASIS. If
BASIS fails to remove all personal property from PREMISES and after CITY has given
due notice as required by law, CITY shall remove and store all said personal property at
the sole cost and expense of BASIS. The personal property shall only be released to
BASIS upon payment of all CITY incurred costs.
19. ATTORNEY'S FEES
If either party commences an action against the other party arising out of or in
connection with this lease, the prevailing party shall be entitled to have and recover from
the losing party reasonable attorney's fees and costs of suit, including costs of
administration.
20. COVENANTS AND CONDITIONS.
Each term and each provision of this lease performable by BASIS shall be
understood and construed as both a covenant and a condition.
21. TIME OF ESSENCE.
Time shall be of the essence of each provision of this lease.
22. TERMS BINDING ON SUCCESSORS.
All the terms, covenants and conditions of this Agreement shall be binding upon
and inure to the benefit of the successors and assigns of the parties to this Agreement.
The provisions of this section shall not be deemed a waiver of any of the conditions
against assignment contained in this Agreement.
23. GOVERNING LAW.
The laws of the State of California shall govern this lease.
24. ENTIRE AGREEMENT. AMENDMENTS.
This Agreement and all exhibits attached and any documents expressly
incorporated by reference contain the entire Agreement between the parties regarding the
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rental of the PREMISES described herein and shall supersede any and all prior
agreements, oral or written, between the parties regarding the rental of the PREMISES.
This Agreement cannot be altered or otherwise modified except by a written amendment
executed by the parties.
IN WITNESS WHEREOF, CITY and BASIS have executed this lease as of the
date written on the first paragraph of this lease.
CITY OF SAN RAFAEL
Ken Nordhoff, City Manag
Carlene McCart, v
Community Services Director
Approved as to Form
7 'D. 4, QI_ F F_
Robert F. Epstein, City Attorney
BASIS ARCHITECTURE
& CONSULTING, INC
Charles Pick, President
E.