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HomeMy WebLinkAboutCC Resolution 12373 (Falkirk Office Suite Rental)RESOLUTION NO. 12373 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 LANGUAGE IN ACTION, LLC FOR OFFICE SUITE AT FALKIRK CULTURAL CENTER WHEREAS, the City has a three room suite for rent on the second floor at Falkirk Cultural Center; and WHEREAS, Language in Action, LLC requires office and classroom space for their language immersion program; and WHEREAS, the City will receive a monthly payment of $1,500 from Language in Action, LLC for use of the space; NOW THEREFORE THE CITY COUNCIL OF THE CITY OF SAN RAFAEL HEREBY 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 Language in Action, LLC for the office suite at Falkirk Cultural Center, a copy of which is hereby attached and by this reference made a part hereof. I, JEANNE M. LEONCINI, 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 November 2007 by the following vote, to wit: AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None A. N JEALEON INI, City Clerk X'o RENTAL AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND "LANGUAGE IN ACTION, LLC", FOR USE OF SPACE IN FALKIRK CULTURAL CENTER This Agreement is made on the 5 t h day of N 0 V E M B E R , 2007, between the CITY OF SAN RAFAEL ("CITY" herein), a chartered Municipal Corporation organized and existing under the laws of the State of California and LANGUAGE IN ACTION, LLC ("LIA" herein), a limited liability corporation organized under the laws of the State of California, and existing in Marin County, California with a mission of teaching language to children through the use of the arts; 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 LIA and LIA is willing to rent PREMISES from CITY for office and classroom uses related to its language teaching activities pursuant to the provisions of this Agreement. NOW, THEREFORE, the Parties agree as follows: 1. RENTAL OF PREMISES. CITY agrees to rent to LIA, and LIA 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 (PREMISES, herein), as is more particularly described in Exhibit "A", attached hereto and incorporated herein. LIA understands, acknowledges and agrees that it is renting PREMISES "as is". 2. TERM. The term of this shall be on a month-to-month basis, commencing November 15, 2007. This Agreement may be terminated by either party by giving the other party a ninety (90) day written notice as detailed in section 17 of this Agreement. 3. RENT, DEPOSIT AND FEES. A. Rent. LIA shall pay to CITY as rent, without deduction, setoff, prior notice, or demand, the sum of One Thousand, Five Hundred Dollars ($1,500.00) per month in advance on the fifteenth (15`h) day of each month, commencing on November 15, 2007, and continuing during (Draft #2) 1 IC9 0 P V LIA's tenancy. The rent amount paid by LIA includes LIA's share of PG&E utility costs, janitorial services and security alarm services. CITY shall provide LIA with three (3) keys to PREMISES. B. Fees. For any and all programs and events which it sponsors, produces or manages (including the one less than eight-hour event referenced in paragraph 5), LIA shall pay any and all facility attendant fees, facility cleaning costs and all other associated costs. LIA shall pay any and all costs associated with LIA officers, employees, students, visitors or agents setting -off the security alarm in CENTER. C. Annual Rent Adjustment. The rent shall be adjusted annually on January I" of each year in an amount equal to the Consumer Price Index. Consumer Price Index shall mean the percentage change in the Consumer Price Index for California, all Urban Consumers for San Francisco -Oakland -San Jose, as published by the U.S. Department of Labor, Bureau of Labor Statistics, San Francisco, over the most recent twelve months for which figures are available prior to the date of the adjustment. The most recently published CPI figure available in December shall be used for the calculation. If the CPI has not increased or has decreased, the then current rent amount shall remain the rent for the following year. D. Security Deposit. Prior to commencement of its tenancy, LIA shall pay to CITY a security deposit in the amount of One Thousand, Five Hundred Dollars ($1,500.00). Said deposit may be used by CITY in the event LIA fails to pay timely rent or causes damage to PREMISES. Upon termination of the Agreement and upon a finding by the CITY that LIA 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 LIA. 4. LATE CHARGES. If any installment of rent or any other sum due to CITY is not received from LIA within five (5) business days after such amount is due, then, without any requirement for notice to LIA, LIA shall pay to CITY a late charge equal to five percent (5%) of such overdue amount. 5. USE OF PREMISES; OPERATIONS. LIA shall use the PREMISES only for the purpose of housing its administrative office and classrooms. CITY shall grant LIA the use of CENTER for one event which does not exceed eight (8) hours in duration, which is held on any day not a Saturday and which does not conflict with previously scheduled public or private events. LIA 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. LIA shall not conduct nor permit on PREMISES or on any portion of 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. 6. TAXES AND ASSESSMENTS. (Draft #2) 2 LIA understands, acknowledges and agrees that it is responsible for any and all taxes and assessments which may be levied upon LIA, including but not limited to any possessory interest tax. LIA 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. LIA 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 LIA, its employees, agents, officers, guests, visitors, students and invitees will be paid by LIA. Repairs shall be performed by CITY's staff or CITY -retained contractors at the discretion and schedule determined by CITY staff. LIA 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. LIA 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 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 this Agreement, except that CITY can elect within thirty (30) days of the termination of the Agreement to require LIA, at its sole cost and expense, to remove any alterations, improvements or additions which LIA has made to the PREMISES. 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 LIA within thirty (30) days of the date of destruction. If CITY elects to continue the Agreement in full force and effect, then 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 LIA'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, LIA may elect to terminate this Agreement. LIA waives the provisions of Civil Code sections 1932(2) and 1933(4) with respect to any destruction of the PREMISES. 10. INDEMNIFICATION. LIA shall indemnify, defend and hold harmless CITY, its officers, agents, contractors, invitees, employees, students and volunteers from 1) any and all claims of liability for damage to (Draft 42) 3 property, for injury or for death to any person occurring in, on or about the rented PREMISES, or in, on or about the of CENTER during LIA sponsored or supervised events, 2) any and all claims of liability arising from LIA's failure to perform any provision of this Agreement, 3) any and all claims of liability arising from any act or omission by LIA, it officers, agents, contractors, invitees, employees, students and volunteers; and 4) any and all damages, liability, fines, penalties and any other consequences arising from any noncompliance or violation of any federal, state or local laws, codes, rules or regulations. 11. INSURANCE. A. During the term of this Lease, LIA 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 LIA by section 11. A., 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. 4. LIA 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 thirty (30) days written notice to CITY; 6. The insurance shall be approved as to form and sufficiency by Risk Manager and the City Attorney. (Draft 92) 4 C. If it employs any person, LIA 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 LIA and CITY against all liability for injuries to LIA's officers, agents, volunteers and employees. D. Any deductibles or self-insured retentions in LIA's insurance policies must be declared to and approved by the Risk Manager and the City Attorney. 12. COMPLIANCE WITH ALL LAWS. LIA shall observe and comply with all applicable laws, ordinances, codes and regulations of all governmental agencies, including federal, state, municipal and local governing bodies having jurisdiction over any or all of the LIA's activities. All LIA's activities must be in accordance with these laws, ordinances, codes, and regulations and LIA shall indemnify, defend and hold CITY harmless from and all claims and actions arising out of LIA's alleged or actual failure to comply with all applicable laws, ordinances, codes and regulations. 13. NON-DISCRIMINATION. LIA 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. LIA shall not assign this Agreement, nor sub -rent all or any part of the PREMISES, or allow any other person or entity (except LIA's employees and students) 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. 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 LIA is complying with all of its obligations under the Agreement. C. Perform any necessary maintenance of PREMISES. (Draft #2) 5 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 deposits it with the U.S. Postal Service, postage prepaid. For purposes of this Agreement, notices shall be addressed as follows: To CITY: Ms. Jane Lange Falkirk Center Director City of San Rafael P.O. Box 151560 San Rafael, CA 94915-1560 To LIA: Ms. Amory Donohue Language In Action, LLC 1408 Mission Street San Rafael, CA 94901 Service of Notice on any of the lessees shall be deemed service on all lessees. No delay or omission in the exercise of any right or remedy of CITY on any default by LIA 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 LIA 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 LIA. 18. SURRENDER OF PREMISES, REMOVAL OF PERSONAL PROPERTY. At the termination of this Agreement, LIA 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 to PREMISES and which is owned by LIA. If LIA fails to remove all personal property from PREMISES, and after CITY has given due notice as required by law, CITY shall (Draft #2) 6 remove and store all said personal property at the sole cost and expense of LIA. The personal property shall only be released to LIA upon payment of all CITY incurred costs. 19. ATTORNEYS 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 attorneys' fees and costs of suit, including costs of administration. 20. COVENANTS AND CONDITIONS. Each term and each provision of this Lease performable by LIA 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 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 LIA have executed this Lease as of the date written on the first paragraph of this Lease. (Draft 92) 7 CITY OF SAN RAFAEL KEN Ni" HOFF, City Man -c - Carlene McCart, Community Services Dir ATTEST: ax -4m -' fib. _� JOANNE M. LEO CINI, City Clerk APPROYP,D�AS,TO,F r C�ARK E. GLS N, AssisjLt City Attorney (Draft #2) LANGUAGE IN ACTION,LLC Ms. Amory Don #e 6 pec. (Title) 0 19 5 q a