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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 /ZSf4:ii'4 e-- . 9AU'roc's 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. 4 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 K 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. El 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. 19 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 N 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.