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HomeMy WebLinkAboutCC Resolution 9158 (Child Care Services)RESOLUTION NO. 9158 A RESOLUTION AUTHORIZING THE SIGNING OF A CONTRACT, LEASE OR AGREEMENT THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: The MAYOR and CITY CLERK are authorized to execute, on behalf of the City of San Rafael a contract, lease or agreement with San Rafael School District for a Lease -Purchase Agreement for a portable building at Coleman School for Child Care Services. 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 20th day of June, 1994 by the following vote, to wit: AYES: COUNCILMEMBERS: Cohen, Heller, Thayer, zappetini & Mayor Boro NOES: COLTNCILMEMBERS: None ABSENT COUNCILMEMBERS: None JEANNE M. LEONCI I, City Clerk ORIGINAL LEASE/PURCHASE AND GROUND LEASE AGREEMENT This Lease/Purchase and Ground Lease Agreement (hereinafter "Agreement") made and entered into this 20th day of Ji nP , 19 94 , by and between the City of San Rafael, a California municipal corporation, hereinafter designated as "City", and San Rafael City School District of Marin County, California, hereinafter designated "District", is as follows: WITNESSETH: City, for the consideration hereinafter set forth, hereby leases certain ground space and leases and agrees to purchase over the term of the Agreement from District certain personal property described below subject to the terms and conditions as follows: 1. PREMISES. City hereby leases from District the portable classroom identifiable as OSA #605731 11 -93 -DH -170, A/B located at the Coleman School, 140 San Rafael Drive, San Rafael, California 94901 (hereinafter "Premises"). The Premises consists of personal property and does not include any interest in the realty at the school site. During the term of this Agreement, and any extensions, District leases to City and City leases from District sufficient property on the grounds of the Coleman School for the placement and use of the Premises. During the term of this Agreement, and any extensions, District also grants to City and City accepts an easement solely for access to the Premises by City, its employees, day care customers, and agents. City shall pay to District $2.00 per year for the ground lease and access easement, which shall be 1 COPY payable on or befo- the 1st day of January r each year. The access easement granted herein shall expire of its own terms upon termination of this Agreement. 2. TERM. The term of this Agreement shall be for four (4) years and shall commence on June 20, 1 1994. At the conclusion of the term, City, if not in default, shall become owner of the Premises. The right of City to purchase the Premises is self-executing and neither party must exercise an option hereunder. By mutual agreement of the parties, in the event the child care facility must be closed due to a lack of funds or insufficient enrollment, City shall be entitled to accelerate payment of the entire purchase price due under paragraph 4, and to thereby terminate this Agreement and remove the Premises to another site upon reasonable advance written notice to District. In the event such option is exercised, District shall provide City with documentation of the transfer of title to the Premises as provided in paragraph 17. 3. USE OF PREMISES. The Premises shall be used by City solely for the purpose of providing a child care facility. 4. RENT/PURCHASE PRICE. As consideration for entering into this Agreement, City agrees to pay One Thousand Dollars ($1000.00) per month. Rent shall be due and payable on the first day of each and every month at the location designated by District in Section 13. The total purchase price shall be Forty Eight Thousand Dollars ($48,000.00). 2 d-4 - : 4 T HU 1 - 3S P _ 02 5. CARE. MAINTENANCE AND REPAIR. City, at its sole cost, shall provide usual and customary care to the Premises including custodial services and minor repairs for ordinary wear and tear. So long as District retains title to the Premises, District shall be responsible for repairs of damage to the Premises caused by fire, earthquake, act of God or the elements and vandalism. 6. ALTERATIONS. No alterations may be made by City without written consent of District. Should the purchase of the Premises fail to culminate, City shall have the right to remove from the Premises immediately before the expiration of the term or with 1.0 days after any termination of the term or any notice terminating this Agreement, any alterations, additions or improvements City has made to the Premises, as Jong as City at its cost promptly restores any damage caused by the removal. 7. UTILITIES. City shall pay all utilities and services, including without limitation, telephone, garbage, gas, electricity and water for services at the Premises. 8. MOLD HARMLESS. City shall hold harmless, defend and indemnify District, its officers, agents and employees, from and against any liability, claim, action, cost, damage or lose, including reasonable costs and attorneys' fees, for injury, including death, to any person or damage to any property arising out of any structural defects from City's alterations of the Premises and/or City's maintenance of the Premises and/or City's activities under this Agreement, whether or not there is concurrent passive or active negligence on the part of District, but excluding 3 I H U 1 2: 3 9 liability due to the sole negligence or willful misconduct of District. This obligation shall continue beyond the term of this Agreement as to any act or omission which occurred during or under this Agreement. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to City or its employees or agents under workers' compensation acts, disability benefit acts, or other employee benefit acts. District shall hold harmless, defend and indemnify City, its officers, agents and employees, from and against any liability, claim, action, cost, damage or loss, including reasonable costs and attorneys' fees, for injury, including death, to any person or damage to any property arising out of structural defects and/or maintenance of the Premises and/or District's activities under this Agreement, whether or not there is concurrent passive or active negligence on the part of City, but excluding liability due to the sole negligence or willful misconduct of City, This obligation shall continue beyond the term of this Agreement as to any act or omission which occurred during or under this Agreement. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to District or its employees or agents under workers' compensation acts, disability benefit acts, or other employee benefit acts. 9. INSURANCE. With respect to this Agreement, the parties shall maintain insurance as described below: N a) City: The City is self -insured and participates with other cities and public entities in the California Joint Powers Risk Management Authority for excess coverage. The City shall provide a Certificate of Coverage, and such other proof of excess coverage as District may reasonably request. The City is authorized hereunder to self -insure its own equipment or to procure insurance coverage therefore. b) District: The District shall maintain in force general liability insurance in the amount of $9,000,000. The existing fire and extended coverage insurance on the other school buildings shall be extended to cover the Premises, if not already so covered. Such fire and extended coverage of the Premises shall be at replacement cost based on Fair Market Value. c) Policy Obligations: Indemnity and other obligations of both parties shall not be limited by the foregoing insurance requirements. d) Material Breach: If City or District, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of the Agreement. 10. DESTRUCTION OF PREMISES.. In the event of destruction of the leased Premises or of any improvement, alteration or addition made by City thereon, City shall be entitled, at its election, to 67 terminate the Agreement and all liability of City for rent accruing subsequent to the date of destruction shall cease. 11. ASSIGNMENT. This Agreement, or any interest of City therein, shall not be assignable by City or by operation of law without the written consent of District. Any attempt to so assign without first obtaining such written consent shall be null and void. In the event such written consent should be given by District, said consent shall not constitute a waiver of this provision, which shall remain in effect with respect to any and all subsequent attempts to assign. 12. SEVERABILITY. The invalidity or illegality of any provision shall not affect the remainder of the Agreement. 13. NOTICE. As used in this Agreement, notice includes but is not limited to the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver and appointment. All notices must be in writing. Notice is considered given either (a) when delivered in person to the recipient named as below, or (b) when deposited in the United States mail in.a sealed envelope or container, postage and postal charges prepaid, addressed by name and address to the party or person intended as follows: Notice to City: City of San Rafael P. O. Box 151560 San Rafael, CA 94915-1560 Attn: Bill Scharf Child Care Manager Notice of District: San Rafael Elementary and High School Districts Attn: Tom Solis 6 225 Woodland Avenue San Rafael, CA 94901 14. SUCCESSORS IN INTEREST. The provisions and conditions of this Agreement shall extend to and bind the assignees or transferees under said Agreement, and shall also extend to and bind heirs, executors, administrators and successors in interest of the parties hereto. 15. STATUS UPON TERMINATION. If either party terminates this Agreement due to a default, as provided in Section 16, title to the Premises shall remain vested with the District. District and City agree to a settlement of the issue of rental payments as follows: District shall refund any unearned rental payment as of the date of default and shall refund one-half of all earned rental payments paid by City from the date of the first rental payment to the date of the default. Unearned rental payments shall be defined to mean any rental payments, or portions thereof, made by City for a period of time which follows a default. Earned rental payment shall be defined to mean any rental payments, or portions thereof, made by City for a period of time which precedes a default. 16. REMEDIES FOR BREACH. It is agreed between City and District that in the event City shall use or attempt to use the leased Premises for any purpose other than that hereinabove authorized, or shall fail to care, improve and maintain said Premises, or to keep and maintain said Premises in repair as hereinabove required, or to pay or make settlement of the rental hereunder reserved at the times and in the manner hereinabove specified, or to pay to District at the times herein provided any 7 sum or sums accruing under the term of this Agreement, or shall default, in the performance of, or shall breach any other covenant or condition of this Agreement at the times herein provided and any such default or breach (except that of assigning) shall continue for a period of fourteen (14) days after written notice thereof by District to City, then District may, as its sole remedy, terminate this Agreement at its option, and upon such termination this Agreement shall cease and end, and District may re-enter the leased Premises and take possession thereof, and oust City and all improvements, alterations, and additions therefrom. In the event of such default, City shall forfeit any and all claims of interest in the Premises. District shall be in default of this Agreement if it fails or refuses to perform any provision of this Agreement that it is obligated to perform if the failure to perform is not cured within fourteen (14) days after notice of default has been given by City to District. If the default cannot reasonably be cured within fourteen days, District shall not be in default if District commences to cure the default within the 14 -day period and diligently and in good faith continues to cure the default. In the event of default by District, then City may terminate this Agreement and upon such termination this Agreement shall cease and end. 17. TITLE TO PREMISES. Upon conclusion of the Term and in conjunction with the final rental payment under the Agreement, and providing City is not in default as provided in this Agreement, fz five (5) year period at an annual rental of $2 per year provided that City shall have given District written notice of its exercise of the option at least three (3) months prior to expiration of the initial four (4) year term. The City's ground lease and easement shall not be so extended if the District and City reach an agreement for the District to purchase the Premises back from City upon expiration of the initial term, or if the Premises have been moved. The obligations of both parties specified herein shall continue during any extension of the ground lease and easement, provided, that upon passage of title of the Premises to City, City shall assume responsibility for all insurance on the Premises, maintenance of the Premises and shall be responsible for repairs of damage to the Premises caused by fire, earthquake, act of God, or the elements and vandalism. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF SAN RAFAEL By: yo j- ert` J. Boro Attest: CiClerk - Jeahne M. Leoncini APPROVED AS TO CONTENT: City nager - Pamela J. Nicolai APP FORM: 10 ty Att ney - Gary T. Raggllluiiâ–º.l SAN ASL CI CHOOL DISTRICT By. perintendent Approved by the District Board: 9/13/93 Director of Business Services