HomeMy WebLinkAboutPW Rental AgreementRENTAL AGREEMENT
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This Rental Agreement ("AGREEMENT") is made and entered into this /V day
of March 2021 by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and
MOTOROLA SOLUTIONS, INC., a Delaware corporation (hereinafter "TENANT").
AGREEMENT
DESCRIPTION OF PREMISES
For and in consideration of the covenants and agreements on the part of Tenant
contained herein, and under and subject to the terms and conditions hereof, CITY
hereby leases to TENANT that certain improved real property located in the County of
Marin, City of San Rafael, California, commonly known as 30 Joseph Court, San Rafael,
California 94903, Assessor's Parcel No. 155-081-08 (the "Premises").
2. TERM OF AGREEMENT.
This Agreement shall commence as
"Commencement Date") and shall continue,
day of the month immediately following the
terminated in accordance with this Agreement.
3. COMPENSATION
of the date first above written (the
on a month-to-month basis from the first
Commencement Date; unless sooner
For the full use of the Premises, including all utilities, TENANT shall pay CITY as
rent the sum of $4,000 per month ("Monthly Rent") in advance on the first day of each
month. Monthly Rent shall be payable without deduction, prior notice, demand, or billing
statement. If the term of this Agreement shall commence other than on the first day of
the month, TENANT shall owe a pro rata portion of the first month's rent. With respect
to any month-to-month tenancy, CITY may from time to time adjust the monthly rent
and/or the other fees as established in this Agreement effective the month following
written notice by CITY to TENANT specifying the amount of such adjustment, which
notice shall be given not less than thirty (30) calendar days prior to the first day of the
month for which the adjustment shall be effective. The rent shall not be adjusted for the
first eight (8) months from the commencement date. Any single adjustment shall not be
greater than 5% and any more often than one (1) time annually. Any such adjustment in
the Monthly Rent shall not affect the other terms of this Agreement, and such other
terms shall continue in full force and effect.
4. LATE CHARGES
If any installment of any sum due from TENANT is not received by CITY within ten
(10) calendar days after such amount is due, then, without any requirement for notice to
TENANT, TENANT shall pay to CITY a late charge of $200.
5. USE OF PREMISES: OPERATIONS
TENANT shall use the premises for installation of radio communication
equipment in MERA (Marin Emergency Radio Authority) Next Generation vehicles.
TENANT shall not use, nor permit the use of, in whole or any part, the Premises for any
other purpose without the CITY's prior written consent.
6. CONDITION OF PREMISES
TENANT acknowledges that TENANT has inspected and examined the Premises
and acknowledges and agrees that the Premises are in good order, condition, and
repair and satisfactory for all purposes for which TENANT shall use the Premises.
TENANT accepts the Premises in an "as -is" condition.
7. ALTERATIONS
TENANT shall not make or allow any alterations of any kind or description
whatsoever to the Premises without, in each instance, the CITY'S prior written consent,
which CITY may give or withhold in its sole discretion. In the event that TENANT makes
any alteration to the Premises, whether with or without the consent of CITY, such
alteration shall become and remain part of the Premises and TENANT shall have no
right to remove such alteration. Notwithstanding the foregoing, in the event that
TENANT makes any alteration to the Premises, whether with or without the consent of
CITY, CITY shall have the right to require TENANT to remove such alteration at
TENANT'S sole cost and expense. In the event that TENANT refuses to so remove
such alteration, CITY shall have the right to remove the alteration, and TENANT agrees
to reimburse CITY as additional rent CITY'S cost in removing the alteration. Under no
circumstances shall TENANT install any extra wiring or heaters in the Premises.
8. MAINTENANCE AND REPAIR
TENANT shall keep and maintain the interior of Premises in good order, condition,
and repair. In the event of any damage or injury to the Premises arising from the
negligent or deliberate act or omissions of the TENANT, or for which TENANT is
otherwise responsible, all expenses reasonably incurred by the CITY to repair or restore
the Premises, including any expense incurred in connection with any investigation of
site condition, or any clean-up, removal, or restoration work required by any applicable
local, state, or federal law or regulation, or required by any agency regulating any
hazardous or toxic substance, material, or waste, shall be paid by TENANT as
additional rent and shall be due upon demand by CITY. Subject to the confidentiality
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obligations set forth in Section 25, CITY and CITY's agents shall have the right at any
reasonable times during normal business hours with reasonable notice to TENANT of
no less than one business day to access the Premises accompanied by TENANT for
the purpose of inspection or repair. In addition, anyone who enters the Premises must
comply with the instructions of TENANT security personnel on areas of the Premises
that require escorted access and sign the TENANT security logs as visitors, if required.
CITY shall be responsible for the maintenance and repair of the exterior of the
Premises and for the mechanical systems serving the Premises. This includes HVAC,
electrical and plumbing matters. The CITY shall be responsible for major repairs at the
facility not caused by the TENANT.
9. ASSIGNABILITY.
TENANT shall not voluntarily assign or encumber its interest in this Agreement or in
the premises, or allow any other person or entity, except TENANT's authorized
representative, to occupy or use any or part of the premises, 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.
10. INSURANCE.
A. During the term of this Agreement, TENANT shall maintain, at no expense to
CITY, a commercial general liability insurance policy in the amount of one million
($1,000,000) dollars per occurrence and two million ($2,000,000) dollars aggregate, for
death, bodily injury, personal injury, or property damage;
B. The insurance coverage required of the TENANT by section 10.A. shall also
meet the following requirements:
1. The insurance policy shall include the CITY, its officers agents,
employees, and volunteers, as additional insureds under the policy.
2. 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.
3. The insurance policy shall be endorsed to waive any right to
subrogation which any insurer of TENANT may acquire against CITY by virtue of the
payment of any loss under such insurance. TENANT hereby grants to CITY a waiver of
any such right of subrogation regardless of whether or not CITY has received a waiver
of subrogation endorsement from the insurer
4. TENANT shall provide to CITY Certificates of Insurance and specific
endorsements evidencing the insurance coverage required herein. The insurance shall be
approved as to form and sufficiency CITY'S City Attorney such approval shall not be
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unreasonably withheld.
C. If it employs any person, TENANT 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 TENANT against all liability
for injuries to TENANT's officers and employees. TENANT'S worker's compensation
insurance shall be specifically endorsed to waive any right of subrogation against CITY.
11. 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 by TENANT, or from any
accident or incident in, on or about the premises or as a result of TENANT'S operations
or use of the Premises. TENANT shall defend, indemnify and hold harmless CITY, its
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.
Notwithstanding the foregoing provisions, to the extent that liability is caused by the
active negligence or willful misconduct of the CITY, the TENANT'S indemnification
obligation shall be reduced in proportion to the CITY'S share of liability for the active
negligence or willful misconduct for any and all claims, actions demands, losses,
injuries, death, damages or costs of any kind, including attorneys fees.
12. MECHANIC'S LIENS
TENANT will not permit any mechanic's, materialmen's, contractor's,
subcontractor's or other liens to stand against the Premises for any labor or material
furnished the TENANT in connection with work of any character performed on the
Premises by or at the direction of TENANT. TENANT shall pay or cause to be paid all
of such liens, claims, or demands before any action is brought to enforce the same
against the Premises.
13. 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 five fifteen (15)
calendar days after notice has been given to TENANT.
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B. Abandonment and vacation of the premises (failure to occupy and operate
the premises thirty (30) consecutive calendar 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 fifteen (15) calendar days after notice has been given to
TENANT. If the default cannot reasonably be cured within 15 calendar days, TENANT
shall not be in default of this Agreement if TENANT commences to cure the default within
the 15 -day period, and, in the reasonable opinion of CITY, in good faith continues to cure
the default.
herein.
D. Failure to maintain and/or repair the premises as required by paragraph 8
E. Assignment of Agreement without CITY consent as required by paragraph 9.
14. TERMINATION
A. CITY may terminate this Agreement at the expiration of any term by giving
written notice to TENANT not less than thirty (30) calendar days before expiration of the
term. Further, this Agreement may, at the option of CITY, be terminated upon on ten
(10) calendar days' written notice upon any uncured default by TENANT pursuant to
Section 13 of this Agreement.
B. TENANT may terminate this Agreement at any time by giving not less than
10 calendar days' written notice to CITY. If either party defaults under any of its
obligations under this Agreement and such default remains uncured, the non -defaulting
party may pursue any available remedies under applicable law or this Agreement, by
giving written notice of termination to the defaulting not less than 5 calendar days before
the date of termination. A party's decision to pursue one remedy shall not prevent such
party from pursuing other available remedies.
C. On expiration of the term, or on earlier termination thereof as provided
herein, TENANT shall surrender to CITY the Premises and all improvements thereon in
good condition, except for ordinary wear and tear.
15. NONDISCRIMINATION.
Neither party shall 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.
16. COMPLIANCE WITH ALL LAWS.
TENANT shall observe and comply with all applicable federal, state and local laws,
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.
17. 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.
18. 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: Bill Guerin, Director
Department of Public Works
111 Morphew Street
San Rafael, CA 94901
TO TENANT: Motorola Solutions, Inc
Attn: Karen Carroll
2000 Progress Parkway, Floor 3
Schaumburg, IL 60196
19. 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.
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.
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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.
20. 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.
21. COSTS AND ATTORNEY'S FEES.
The prevailing party in any action brought to
this Agreement, or arising out of the performance
reasonable costs (including claims administration)
connection with such action.
22. TAXES
enforce the terms and conditions of
of this Agreement, may recover its
and attorney's fees expended in
CITY hereby gives notice to TENANT, pursuant to Revenue and Tax Code
Section 107.6 that this Agreement may create a possessory interest which is the subject
of property taxes levied on such interest, the payment of which taxes shall be the sole
obligation of TENANT.
23. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
24. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed by electronic signature and in any number of
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one document. Counterpart signature pages may be delivered by telecopier,
email or other means of electronic transmission.
25. CONFIDENTIALITY
As CITY and CITY's agents will have reasonable access rights to the Premises,
CITY will come into contact with TENANT's business information. CITY agrees that any
information which it gathers, observes or comes into contact with pursuant to this
Agreement about TENANT operations and business practices, shall be kept confidential
and not disclosed to any third party without the prior written consent of TENANT except as
required by law. CITY agrees that it will not in any manner use its knowledge of TENANT's
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business for the benefit of any other person or company or divulge to others information or
data concerning TENANT's business affairs, including the names of customers, names of
employees, marketing strategies or terms or particulars of TENANT's business. CITY
further agrees not to use or disclose to any party any information, systems, ideas,
processes, practices, methods of operation or manufacture observed at TENANT's
Premises
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day,
month and year first above written.
CITY OF SAN RAFAEL
ATTEST:
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r LINDSAY LARA, City Clerk
APPROVED AS TO FORM:
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ROBERT F. EPSTEIN, C Attorney
MOTOROLA SOLUTIONS, INC.
By: aZ�k__
Name: Jennifer Rodriguez
Title: Director Corporate Real Estate
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V/ I T H P' y
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 DEPARTMENT PROJECT MANAGER:
Contracting Department: Public Works
Project Manager: Iman Kayani for FG Extension: 3352
Contractor Name: Motorola Solutions, Inc.
Contractor's Contact: Matt Herrington Contact's Email: matt.herrington@motorolasoIutions.com
❑ 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 hc,- , ,
❑
enter a date.
b. Email contract (in Word) and attachments to City
2/4/2021
Attorney c/o Laraine.Gittens@cityofsanrafael.org
❑x IKK
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
Department Director
Approval of final agreement form to send to
Click or tap
❑
contractor
to enter a
Forward three (3) originals of final agreement to
date.
4
Project Manager
Click here to
❑
contractor for their signature
enter a date.
5
Project Manager
When necessary, contractor -signed agreement
❑ N/A
agendized for City Council approval *
*City Council approval required for Professional Services
❑
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
Click here t
Date of City Council approval
enter a datE
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Project Manager
Forward signed original agreements to City
Attorney with printed copy of this routing form
7
City Attorney
Review and approve hard copy of signed
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agreement
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8
City Attorney
Review and approve insurance in PINSa d bonds
(for Public Works Contractso--
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9
City Manager/ Mayor
Agreement executed by City Council affthorized
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74--11
official
10
City Clerk
Attest signatures, retains original agreement and
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forwards copies to Project Manager
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