No preview available
HomeMy WebLinkAboutPS Parking Lot Rental to Mike's Bikes 2019AGREEMENT FOR THE RENTAL OF SPACE BY HEADLANDS VENTURES, LLC, DBA MIKE'S BIKES AT THE CITY PARKING LOT LOCATED AT 5T" AND GARDEN STREETS. This Agreement is made and entered into this /6*74 day of 11" 1 L , 2019 by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and HEADLANDS VENTURES, LLC, dba MIKE'S BIKES (hereinafter "TENANT"). AGREEMENT 1. DESCRIPTION OF PREMISES The one (1) space located inside on the southeast side of the City -owned parking lot at 5th and Garden Streets, as depicted on exhibit A attached hereto (the "leased premises"). 2. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Parking Services Manager is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. TENANT. TENANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for TENANT. Ken Martin is hereby designated as the PROJECT DIRECTOR for TENANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason; the TENANT shall notify the CITY within ten (10) business days of the substitution. 3. COMPENSATION TENANT shall pay without deduction, setoff, prior notice, or demand, a rate established by the following rate structure: Year 1: $75.00 per month ($225.00 per quarter) Year 2: $75.00 per month ($225.00 per quarter) Year 3: $75.00 per month ($225.00 per quarter) Payment shall be due on or before the first day of each month or the first day of each quarter. 4. LATE CHARGES y_3-gUp rRMiWAL If any installment of any sum due from TENANT is not received by CITY within five (5) days after such amount is due, then, without any requirement for notice to TENANT, TENANT shall pay to CITY a late charge of twenty-five dollars ($25). 5. USE OF PREMISES: OPERATIONS TENANT shall use the leased premises for the purpose of storing trash, refuse, and recycled materials prior to disposal. TENANT shall not use, nor permit the use of, in whole or any part, the leased premises for any other purpose without the CITY's prior written consent. Tenant shall permit Sushi To Dai For restaurant to use the trash bins for their refuse. 6. TERM OF AGREEMENT. The term of this Agreement shall commence on May 1, 2019 and end on April 30, 2022. Notwithstanding the foregoing, this Agreement may be terminated by CITY before the expiration of the specified term upon TENANT's default as defined in Paragraph 7 herein. 7. DEFAULT BY TENANT The occurrence of any of the following shall constitute a default by TENANT: A. Failure to pay rent when due, if the failure continues for ten (10) days after notice has been given to TENANT. B. Abandonment and vacation of the leased premises (failure to occupy and operate the leased premises fourteen (14) consecutive days shall be deemed an abandonment and vacation). C. Failure to perform any other provision of this agreement if the failure to perform is not cured within thirty (30) days after notice has been given to TENANT. If the default cannot reasonably be cured within thirty (30) days, TENANT shall not be in default of this agreement if TENANT commences to cure the default within the thirty (30) day period, and, in the opinion of CITY, in good faith continues to cure the default. D. Failure to maintain and/or repair the leased premises as required by paragraph 9 herein. E. Assignment of Agreement without CITY consent as required by paragraph 11. 8. IMPROVEMENTS Upon termination of this Agreement, TENANT, at its sole expense, shall restore 2 the leased premises to its original condition to the reasonable satisfaction of CITY. 9. MAINTENANCE AND REPAIR TENANT shall keep and maintain in good order, condition, and repair a) all portions of the leased premises, b) all areas surrounding the leased premises affected by the TENANT's operation and usage and c) the refuse container on the leased premises. TENANT shall have the area surrounding the refuse container and the access routes across the CITY's parking lot from TENANT's adjacent property cleaned daily in order to remove any and all garbage, dirt, refuse, trash, and debris of any kind that have originated from TENANT's operations. Should TENANT fail to maintain these areas in a clean manner, CITY shall have the areas cleaned and invoice TENANT for the cost of the cleaning plus 15%. TENANT shall ensure that the areas designated in this paragraph do not generate or attract animal or insect pests. Should CITY find evidence of pest infestation, TENANT will be notified and shall have 30 days to mitigate the pest problem. If TENANT is notified more than twice in a twelve-month period to remove pests, CITY will engage a licensed, professional pest control company and invoice TENANT for the cost of the pest control contract at cost plus 15%. TENANT shall ensure that all garbage, recycling, and refuse are contained within garbage containers and/or bins and containers are secured within the leased premises at all times. TENANT shall regularly monitor the premises and surrounding areas to remove any and all garbage, dirt, refuse, trash, and debris of any kind. 10. MAINTENANCE WORK BY CITY Notwithstanding anything in this Agreement to the contrary, CITY has advised TENANT that during the term of this Agreement, CITY plans to undertake the complete repaving of the City -owned parking lot at 5th and Garden Streets and that TENANT may be unable to use the leased premises during the period when that project occurs. In the event TENANT is substantially unable to use the leased premises during such repaving project, TENANT'S rent shall be abated in proportion to the time during which the leased premises are unavailable for TENANT'S use. 11. ASSIGNABILITY. TENANT shall not voluntarily assign or encumber its interest in this Agreement or in the leased premises, or allow any other person or entity, except TENANT's authorized representative, to occupy or use any or part of the leased premises contrary to the terms of this Agreement, without first obtaining CITY's consent. Any assignments or encumbrance without the CITY's consent shall be voided and at CITY's election, shall constitute default. No consent to any assignment or encumbrance shall constitute a further waiver of the provisions of this paragraph. 12. INSURANCE. A. During the term of this Agreement, TENANT shall maintain, at no expense to CITY, a commercial 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; B. The insurance coverage required of the TENANT by section 11.A. shall also meet the following requirements: 1. The insurance shall be "primary and noncontributory" 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 policy shall be endorsed for contractual liability and personal injury; 3. The insurance policy shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policy. 4. TENANT shall provide to CITY's PROJECT MANAGER, (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 insured under the policies. 5. The insurance policy shall be endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policy except upon thirty (30) days written notice to CITY's PROJECT MANAGER. 6. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years; 7. The insurance policy shall provide for a retroactive date of placement coinciding with the effective date of this Agreement; 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. If it employs any person, TENANT shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. TENANT'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. D. By execution of this Agreement, CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. E. Any deductibles or self-insured retentions in TENANT's insurance policies must be declared to and approved by the CITY's Risk Manager and the City Attorney. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or TENANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 13. INDEMNIFICATION. TENANT shall defend, indemnify and hold harmless CITY, their officers, agents, employees and volunteers against and from any and all claims, actions demands, losses, injuries, death, damages or costs of any kind, including attorneys fees, brought by or on behalf of any person, firm, corporation or other entity, arising from the conduct of, management of, use of or occupation of the premises, or from any accident or incident in, on or about the premises or as a result of the operations or use of the premises. TENANT shall defend, indemnify and hold harmless CITY, Redevelopment Agency, their officers, agents, employees and volunteers against and from any and all claims, actions, demands, losses, damages or costs of any kind, including attorneys fees, arising from any breach or default on the part of the TENANT in the performance of any covenant term or condition of this lease, or arising from any act, omission or negligence of the TENANT, its agents, officers, contractors, servants, employees or licensees. TENANT shall release and waive any and all claims TENANT may have against CITY for damages to its goods, wares and merchandise in, on or about the premises, and for injuries to TENANT, its officers, agents, contractors, servants, licensees and employees occurring in, on or about the premises, and TENANT shall defend and hold CITY exempt and harmless for any such damage and/or injury to any such person. 14. NONDISCRIMINATION. TENANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 15. COMPLIANCE WITH ALL LAWS. TENANT shall observe and comply with all applicable federal, state and local laws, 5 ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. TENANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. TENANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 16. NO THIRD PARTY BENEFICIARIES. CITY and TENANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 17. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Parking Services Manager City of San Rafael 1033 C ST San Rafael, CA 94901 TO TENANT: Ken Martin Headlands Ventures, LLC Dba Mike's Bikes 55 Leveroni Court Novato, CA 94949 18. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the TENANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. 6 D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the TENANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. TAXES CITY hereby gives notice to TENANT, pursuant to Revenue and Tax Code Section 107.6 that this Agreement may create a possessor interest which is the subject of property taxes levied on such interest, the payment of which taxes shall be the sole obligation of TENANT. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. City of San Rafael Headlarjds Ve tures, LLC, Jim S hutz City Man4qer Ken Martin, Chief Executive ATTEST: Lindsay Lara, City Clerk APPROVED AS TO FORM: L '- J.- epo- Robert F. Epstein, CiN AttoF y u MOO m CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DIVISION PROJECT MANAGER: Contracting Division: Parking Services Project Manager: Jim Myhers Extension: 5335 Contractor Name: Headlands Ventures DBA Mike's Bikes Contractor's Contact: Ken Martin Contact's Email: ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) & attachments to City 3/25/2019 Atty c/o Laraine.Gittens@cityofsanrafael.org ❑ 2 City Attorney a. Review, revise, and comment on draft agreement Click here to and return to Project Manager enter a date. ❑ b. Confirm insurance requirements, create Job on Click here to PINS, send PINS insurance notice to contractor enter a date. ❑ 3 Project Manager Forward three (3) originals of final agreement to 4/5/2019 ❑ contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement © N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract> $125,000 Click here to Date of Council approval enter a date PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 4/22/19 Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed !� agreement 7 City Attorney Review and approve insurance in PINS, and bonds C/�23I19 (for Public Works Contracts) N 17 8 City Manager/ Mayor Agreement executed by Council authorized official ( t r 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager 2