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Home My WebLink AboutCC Resolution 10349 (Northgate Mall Lease)RESOLUTION NO. 10349 A RESOLUTION AUTHORIZING THE SIGNING OF A SPECIALTY LEASE AGREEMENT WITH NORTHGATE MALL ASSOCIATES (Lease commencing February 1, 1999 and expiring on January 31, 2000) THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: The CITY MANAGER is authorized to execute, on behalf of the City of San Rafael, a Specialty Lease Agreement with Northgate Mall Associates, 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 fourth day of January, 1999, by the following vote, to wit: AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None CIN JEJ �EK ONCINI. - City Clerk City of San Rafael, City Hall Annex SPECIALTY LEASE AGREEMENT This Specialty Lease Agreement ("Agreement") is made as of this 22nd day of December, 1998, by and between Nortlsgate Mall Associates (the "Landlord") and City of San Rafael dba N/A (the "Tenant"), based on the following facts and circumstances: A. Landlord is the owner of certain real property, commonly known as The Mall at Northgate, San Rafael, CA ("Center"); and B. Tenant desires to lease certain premises at the Center. In consideration of the rent and other charges to be paid and the covenants to be performed by Tenant hereunder, Landlord does hereby lease and demise to Tenant, and Tenant does hereby lease and take from Landlord, the Premises hereinafter described, upon the terms and conditions hereinafter set forth: I. Premises. The "Premises" are located within the portion of the Center crass -hatched on Exhibit A attached hereto and made a part hereof by this reference_ No other portion of the Center may be used by Tenant except for the Common Area in common with other persons. As used herein, the term "Common Area" shall mean all realty and improvements in or at the Center now or hereafter made available by Landlord for die general use, convenience and benefit of Tenant and other tenants upon the Center. Tenant agrees that the Premises may be relocated at any time at the discretion of, and without liability to, the Landlord. 2. Term. The "Terns" of this Agreement shall commence on February 1, 1999 (the "Commencement Date") and will expire on January 31, 2000, unless sooner terminated as provided herein. Tenant will operate its business upon the Premises throughout the Terns. Tenant agrees that Tenant's rights under this Agreement may be terminated upon thirty (30) days written notice from Landlord for any reason. 3. Use. Tenant shall use the Premises during the Term for the purposes as a police annex and city hall in the mall and for no other use or purpose_ Pursuant to such use, Tenant may maintain on the Premises such furniture and equipment as Tenant determines is appropriate for the operation of a community office. Tenant may also have telephone lines installed to the Premises. Tenant shall not use or occupy the Premises in violation of law and shall discontinue any use of the Premises which is declared by any governmental authority to be a violation of law. Tenant, at its sole cost and expense, shall comply with any directive of any governmental authority which shall impose any duty upon Tenant or Landlord with respect to the Premises or the use or occupation thereof, which arises due to tlse stature of Tenant's use or occupancy of the Premises. Tenant shall not commit, or suffer to be committed, any waste or nuisance, including allowing objectionable noises or odors to emanate from Premises, or any act which may increase the cost of public liability or any other insurance Landlord elects to carry in connection with ownership, management, maintenance and operation of the Center or which is otherwise in contravention of insurance underwriting regulations, guidelines and practices. Tenant shall not nllow carts or portable signs, devices or any other objects to be stored or to remain outside the exterior walls and permanent doorways of the Premises. This agreement shall obligate Tenant to staff the Premises on a regular basis. 4. Securitv Denosit. Intentionally Omitted. 5. Earnest Monev Deposit. Intentionally Omitted_ G. Base Rent. Tenant shall pay to Landlord, as the "Base Rent' for Tenant's use of the Premises, the sum of$1.00. 7. Percentuee Rent. Intentionally Omitted. S. Other Rent/Contributions: Intentionally Omitted. 9. Utilities. In the event electricity and/or any other utility is separately metered to the Premises. Tenago shall solely be responsible for contracting for such separately metered utility and shall pay all costs directly to the utility supplier. Tenant shall be solely responsible for using any and all utilities in a safe and hazardless manner, complying in all respects with applicable codes and ordinances. Tenant shall be responsible for payment of all rubbish removal charges directly to provider. Tenant shall be responsible for payment of all rubbish removable charges directly to provider. City of San Rafael, "''v Hall Annex 10. Pavment Schedule. Unless otherwise provided herein, all sums due Landlord pursuant to this Agreement shall be paid in advance on or before the first day of each calendar month during the Term by Tenant by Certified Check or Money Order payable to Landlord. In the event the Term covers only a portion of any specific calendar month, the Base Rent and the Other Rent/Contributions for such month .shall he prorated by multiplying such amounts by a fraction, the uutnerntor of which is the number of days in such calendar month which fall within the Term and the denominator of which is the total number of days in such calendar month. 11. Plans and Specifications. Intentionally Omitted. 12. Mechanics' Liens. Tenant agrees not to permit or cause any mechanic's lien to be filed against the Promises or the Center by reason of any work, labor, services or material performed at or furnished to the Premises, to Tenant, or to anyone holding the Premises through or under the Tenant. Nothing in this Agreement shall be construed as a consent on the part of the Landlord to subject the Landlord's estate in the Premises to any mechanic's liens or liability under the mechanic's lien laws in the state in which the Center is located. 13. Sales Report. Intentionally Omitted. 14. Late Char. if Tenant shall fail to make any payment of Security Deposit, Base Rent, Percentage Rent, Other Rent/Contributions or any other charge to be paid hereunder when due, Tenant shall pay Landlord a late charge equal to One Hundred Dollars ($100.00). if default continues for a period in excess of five (5) days, Tenant in addition shall pay Landlord interest on the attrounm owing (until paid) at a rate equal to the lesser of: (i) twelve percent (12%) per annum; or (ii) the maximum legal rate. These late charges shall not be in lieu of Landlord's other remedies under this Agreement or at law, and acceptance by Landlord of such charges shall not preclude Landlord from seeking any other available remedy. 15. Dutv to Maintaiq. Tenant shall, at its sole cost and expense, keep the Premises and all equipment, fixtures and plate glass therein in a clean and wholesome condition, in good order and repair. free and clear of litter and debris and free from any objectionable noises, odors or nuisances and in compliance with all health and police regulations, in all respects and at all times. in the event the Premises involve a kiosk or are otherwise within the Common Area, Tenant's duty to maintain as provided by the foregoing sentence shall also apply to the Common Area within a radius of twenty feet (20') of the Premises. Tenant agrees to dispose of litter and debris only in receptacles designated by Landlord. if Tenant refuses or neglects to make repairs or perform maintenance at required hereby, Landlord shall have the right (without notice in emergency situations and upon reasonable notice in other situations), but not the obligation, to make such repairs or perform such maintenance and to bill Tenant for the reasonable costs thereof, which costs shall be immediately payable by Tenant to Landlord as additional rent. 16. Comnliance with Laws. Tenant shall, at its sole cost and expense, comply with all laws, ordinances, orders, rales and regulations (state, federal, municipal or any other agency having or claiming jurisdiction) related to the use, occupancy or condition of the Premises. All business licenses and other applicable permits and licenses shall be secured and paid for by Tenant. 17. Manner of Operation. At all times, Tenant shall conduct its activities in a tasteful manner in accordance with Landlord's rules and regulations for the Center as described in Paragraph 20 of this Agreement and in a manner that will compliment the aesthetics of the Premises and tiie Center. Tenant and its employees shall wear appropriate attire at all times while in die Center. 18. Insurance. City of San Rafael will self -insure. 19. Indemnity. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all loss, cost, damage, injury or expense arising out of or in any way related to claims of injury to or death of persons, or damage to property, occurring or resulting directly or indirectly from the use or occupancy of the Premises or activities of Tenant in or about the Premises or Center, except to the extent such claims arise solely from the gross negligence of Landlord; such indemnity shall include, without limitation, the obligation to provide all costs of defense against such claims. 20. Rules and Reetilations. Tenant agrees to comply with (and cause its officers, employees. contractors, invitees and all others doing business with Tenant, to comply with) all rules and regulations of general applicability regarding the Center as may be established by Landlord at any time and from time to time during the Tenn, including without limitation rules and regulations pertaining to signs, to the extent possible under law for a municipality. City of San Rafael, t iall Annex 21 Hours of Oneradon. Tenant shall be open for business at the Premises with such hours agreed to by the Tenant and the Landlord. Landlord shall pay Tenant the sunt of 520,000 in monthly installments of $1,666.66 per month in consideration for Tenant providing city staff to be on duty during the hours agreed to by the Tenant and The Landlord. 22. Assienment. This Agreement, and the rights granted hereunder, are personal to Tenant and are non -assignable and non -transferable by Tenant. Any attempted assignment or other transfer of this Agreement, or sublease of any rights hereunder, by Tenant (collectively, "assign" and/or all "assignment") shall be null and void, have no effect and confer no rights upon any third party. Subject to the foregoing, the terms and conditions of this Agreement shall be binding upon and inure to the benefit of Landlord and Tenant and their respective successors, assigns, heirs, administrators, executors and representatives. 23 Default. The occurrence of any of the following shall constitute an event of default on the part of Tenant: L Any failure by Tenant to pay any sums due hereunder if such failure continues for a period of time in excess of three (3) days after notice from Landlord to Tenant (which notice shall be in lieu of, and not in addition to, any notice required by law); 2. Any failure by Tenant to perform any other of the terms, conditions, or covenants of this Agreement to be observed or performed by Tenant if such failure continues for a period of time in excess of 10 days after notice from Landlord to Tenant (which notice shall be in lieu of, and not ill addition to, any notice required by law); 3. if (1) Tenant should institute any proceedings under the Bankruptcy Act, as such now exists or under any amendments, reenactments, or replacements thereof that may hereinafter be enacted, or tinder any other act relating to the subject of insolvency or bankruptcy, whether in such proceeding Tenant seeks to be adjudicated a bankrupt, or to be discharged of its debts or to effect a plan of liquidation, composition or reorganization; or (2) any involuntary proceeding should be filed against Tenant under any such bankruptcy laws; or (3)Tenant should become insolvent or be adjudicated a bankrupt in any court of competent jurisdiction, or a receiver or trustee should be appointed of Tenant's property, or Tenant should make assignment for the benefit of creditors; or (4) there should occur the attachment, execution, or other judicial seizure of substantially all of Tenant's assets located at the Premises, or if a writ of attachment is executed on this Agreement; or (5) this Agreement, or any interest therein or to the Premises, should otherwise by operation of law dissolve or pass to any person or persons other than Tenant; 4. Tenant's abandonment of the Premises; or S. Tenant's attempt to "assign" this Agreement or any of Tenant's rights hereunder contrary to Paragraph 22 of this Agreement. If an event of default occurs, then Landlord, in addition to any other rights or remedies it may have at law or in equity or under this Agreement, shall have the immediate right to unilaterally terminate this Agreement and to remove all persons and property from the Premises (such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant), all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby. 24. Termination. Upon the expiration or earlier termination of this Agreement for any reason whatsoever, Tenant shall leave the Premises in a neat and broom clean condition, free of debris and in as good condition as when the Premises were originally delivered to Tenant, ordinary wear and tear and casualty damage excepted, and shall promptly remove all personal property placed on the Premises by or on behalf of Tenant. Tenant hereby authorizes and 'Irrevocably appoints Landlord as its true and lawful attorney-in-fact to remove all such personal property upon Tenant's failure to remove all personal property from the Center within three (3) days after the expiration or earlier termination of this Agreement. Tenant hereby wnivcs any and all loss or damage thereto arising from the exercise of this power, and covenants to indemnify and hold harmless Landlord from and against any costs, claims, liens. damages or attorney fees, costs and disbursements arising from such removal. City of San Rafael, r 'all Annex 25. Suitability of Premises. Tenant hereby accepts the Premises in an "AS IS" condition and Landlord expressly disclaims any warranty or representation with regard to the condition, safety, security or suitability of the Center or Premises. It is understood by Tenant that Landlord does not provide security protection for the Premises and/or Tenant's personal property. The above notwithstanding, Landlord agrees to provide at its cost and prior to the commencement of the lease tern, the tenant improvements of a vanilla shell build out consisting of: Flooring and floor covering, Plumbing. HVAC. Fire SprinIder, Drywall and demising walls, Acoustical Ceiling, Ceiling lighting, Painting, Restmum, and Storefront. (not including storefront signage). 26. Landlord's Access to Premises. Tenant agrees that Landlord, its agents, employees or any person authorized by Landlord may enter the Premises at reasonable times for the purpose of inspecting its condition, making repairs or improvements to the Premises or the Center as Landlord may elect (or be required) to make or exhibiting the Premises to prospective lessees. Landlord agrees not to disturb Tenant's conduct of business during such access except in the case of emergency. 27. Entire Aerecmenl. This Agreement contains the entire agreement of the parties. Any representations or modifications concerning this instrument shall be of no force and effect, excepting a subsequent modification in writing signed by the party to be charged. 28. Notices. All notices required hereunder shall be in writing and may be delivered by personal service to the other party (in which case such notice shall be deemed delivered as of lite day of such delivery), or sent postage prepaid by certified mail, return receipt requested (in which case such notice shall be deemed delivered as of the third day alter the date of such mailing), to tile address set forth below each party's signature block. 29. Severabilitv. If any term or provision of this Agreement or any portion of a term or provision hereof or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement and each portion thereof shall be valid and be enfnrced to the fullest extent permitted by law. 30. Captions and Terms. The captions and section numbers appearing in the Agreement are for convenience only and are not a part of the Agreement and do not in any way limit, amplify, define, construe or describe the scope or intent of the terms and provisions of this Agreement, nor in any way affect this Agreement. 31. fi"zardous Materials. Tenant shall at all times in all respects comply with all federal, state and local laws, ordinances and regulations relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, presence, disposal or transportation of petroleum products or by-products, or hazardous or toxic substances, materials or waste which is or becomes regulated by any local, state or federal agency (collectively, "Hazardous Materials")_ Tenant shall not cause or permit any Hazardous Materials to be brought upon, kept or used in or about the Premises Without the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. 32.37irne of the Essence; Nonwaiver. Time is of the essence of each and every provision of this Agreement. The waiver by Landlord in any instance of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition in any other instance and shall not be deemed a waiver of Landlord's rights and remedies with respect to any subsequent breach of the saltie or any other term, covenant or condition herein contained. The subsequent acceptance of Base Rent, Percentage Rent, Other Rent/Contribution or any other sum hereunder by Landlord shall not be deemed to be a waiver of any preceding default by Tenant of any term, covenant or condition of this Agreement regardless of Landlord's knowledge of such preceding default at the time of the acceptance of such sum. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Landlord: Northgate Mall Associates, A California General Partnership By: Macerich Management Co. or Macerich Property Management Co. (as the case may be) its Managing Agent By: Michael Johnson Regional Vice President Date: 5800 Northgate San Rafael, CA 94903 Tenant: City of San Rafael By Rod Gould City Manager Date: 11 `x/9 T ATTEST: By: . J n M Leonci i City Clerk Federal Employer Identification Number: 9440383-9 1400 Fifth Avenue P. O. Box 151560, San Rafael, CA 94915-1560 SEARS � se• - - 62' ." �►GG:,,i771 w alac>t R nat:::: a 111111111111 x -I** C,y1s 1A - 7, 1e� =ntwp0� 7C C • • � D a utat r�i o r*1 w D y 6'1 N � ' � • � � A � � �•N�i��y,�la�= f*1m C �qz qPM Q 12:V 2 8 q R $ 0 p. 1/I - 129' ' ^ ' _ _ q 5625 ttr _ ell w•,�® 120' i c a B, DALTON ■ z u� Z7]I SF D ro'z get: CMAYPS SPORTS o w - I . 113' m :s •0' 4510 SF Z m uQ 1619 Sr 8L9 40' { I EiPRE55LV Cd,1SlIMEA R` u� ] It Ia60LAq PWS �� N© Zola 51, 95 CEM R ALAOOkI S tC SF o F 5 0' 110' w"W's A CASTLE fTl N�� 1NE�0AP • ® aQ 2°00 g'$ rUlco011 Be ® � I0 It Sri ■ w�,r a� ou o �© PATS PLUS eesi D sr [CaOCT �{YC SUNCOAST MOTION • 1300 Sr 30. 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