HomeMy WebLinkAboutPW Marin History Musuem Lease of Boyd Gate House____________________________________________________________________________
FOR CITY CLERK ONLY
Council Meeting: May 3, 2021
Disposition: Passed Ordinance No. 1993 to Print
Agenda Item No: 7.b
Meeting Date: May 3, 2021
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Public Works
Prepared by: Bill Guerin,
Director of Public Works
City Manager Approval: _________
TOPIC: MARIN HISTORY MUSEUM LEASE OF BOYD GATE HOUSE
SUBJECT: CONSIDERATION OF INTRODUCTION OF AN ORDINANCE APPROVING A LEASE
OF REAL PROPERTY AT 1125 B STREET (BOYD GATE HOUSE) TO THE MARIN
HISTORY MUSEUM
RECOMMENDATION: Pass Ordinance to Print Approving a Lease of Real Property at 1125 B Street,
known as Boyd Gate House, to the Marin History Museum.
BACKGROUND: From 2002 to 2015, the City Leased the Boyd Gate House at 1125 B Street to the
Marin History Museum. During that time, the Marin History Museum provided the public with art
exhibitions and educational programs to celebrate the traditions, innovation and creativity of the people
of Marin County.
For the last several years, the City has used the Boyd Gate House to house the Economic Development
Department during the construction of the Public Safety Center. With the completion of the Public Safety
Center and renovation of the lower floor of City Hall, the Economic Development Department is now
situated at City Hall.
The City issued a request for proposals for rental of the Boyd Gate House. The Marin History Museum
plans to reopen and applied to the City to again lease the Boyd Gate House for its exhibitions and
programs.
ANALYSIS: The proposed Lease provides new terms and conditions to continue the relationship
between the City and the Marin History Museum. In addition, the proposed use of the Premises provides
increased public benefit and memorializes the public access to the property.
The term of the Lease is for three years with an option to renew for two additional one-year terms. The
shorter term allows for both parties to adjust and modify the Lease as changing conditions in an around
downtown San Rafael evolve.
The permitted use is for the operation of a History Museum. The Lease allows for other Museum-related
uses as approved in advance by the City Manager.
The Lease requires the Museum to assume responsibility for all utilities and services furnished to the
Premises or used by the Museum.
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
The Lease assigns limited responsibility to the City to maintain the premises and allows the City to enter
the Premises to provide regular pest control, periodic exterior painting, and other long-term maintenance,
at its discretion.
Staff recommends approval of the Lease to encourage and promote the reopening of the Museum and
to revitalize the San Rafael downtown area. Article III, section 12 of the City Charter requires this lease
to be approved by ordinance.
FISCAL IMPACT: The proposed Lease agreement requires an annual payment to the City of $14,400
(in monthly installments of $1,200). Over the 3-year term the return to the City for the Museum’s use of
the property is $43,200. The revenue will be collected and deposited to the General Fund.
OPTIONS:
1. Pass the Ordinance to print approving the Lease to the Marin History Museum
2. Reject the Ordinance with direction to staff for revision
3. Reject the Ordinance and do not rent the Boyd House to the Marin History Museum
RECOMMENDATION: Pass to print the ordinance approving the Lease of real property at 1125 B
Street, Boyd Gate House, to the Marin History Museum
ATTACHMENTS:
1. An Ordinance of the City of San Rafael approving a Lease of real property at 1125 B street, Boyd
Gate House, to the Marin History Museum
2. Proposed Lease agreement between the City of San Rafael and the Marin History Museum
3. City Council Public Hearing Notice
1
ORDINANCE NO. 1993
AN ORDINANCE OF THE CITY OF SAN RAFAEL
APPROVING A LEASE OF REAL PROPERTY AT 1125 B STREET (BOYD
GATE HOUSE) TO THE MARIN HISTORY MUSEUM
WHEREAS, the City of San Rafael owns real property located at 1125 B Street, commonly
known as the Boyd Gate House; and
WHEREAS, between from 2002 and 2015 the Marin History Museum (“Museum”), a local
nonprofit organization, rented the Boyd Gate House from the City for public exhibitions and
educational programs celebrating the traditions, innovation and creativity of the people of Marin
County; and
WHEREAS, the Museum wishes to reopen and resume its operations at the Boyd Gate
House; and
WHEREAS, the City Council wishes to encourage and promote the reopening of the
Museum to support its mission and to revitalize the San Rafael downtown area, and finds that
leasing Boyd Gate House to the Museum for its operations would be in the best interests of the
public and would benefit the public health and welfare; and
WHEREAS, the City Council finds that approval of a lease of an existing structure is
categorically exempt from environmental review, pursuant to CEQA Guidelines Section 15301;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL DOES
ORDAIN AS FOLLOWS:
DIVISION 1.
The City Council hereby approves, and authorizes the Mayor to execute, a lease of the
Boyd Gate House to the Marin History Museum for a term of three (3) years, with an option to
renew for two additional one-year terms, at a base rental of One Thousand Two Hundred Dollars
($1,200) per month and on the other terms set forth in the “Lease Agreement Between the City of
San Rafael and the Marin History Museum” included with the staff report for this Ordinance,
subject to final approval as to form by the City Attorney.
2
DIVISION 2:
This Ordinance shall be published once, in full or in summary form, before its final
passage, in a newspaper of general circulation, published, and circulated in the City of San
Rafael, and shall be in full force and effect thirty (30) days after its final passage. If published in
summary form, the summary shall also be published within fifteen (15) days after the adoption,
together with the names of those Councilmembers voting for or against same, in a newspaper of
general circulation published and circulated in the City of San Rafael, County of Marin, State of
California.
KATE COLIN, Mayor
ATTEST:
______________________________
LINDSAY LARA, City Clerk
The foregoing Ordinance No. 1993 was introduced at a Regular Meeting of the City
Council of the City of San Rafael, held on the 3rd day of May 2021 and ordered passed to print by
the following vote, to wit:
AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate
NOES: Councilmembers: None
ABSENT: Councilmembers: None
and will come up for adoption as an Ordinance of the City of San Rafael at a Regular Meeting of
the Council to be held on the 17th day of May, 2021.
LINDSAY LARA, City Clerk
LEASE AGREEMENT
BETWEEN THE CITY OF SAN RAFAEL
AND THE MARIN HISTORY MUSEUM
________________, 2021
1
LEASE AGREEMENT
BETWEEN THE CITY OF SAN RAFAEL
AND THE MARIN HISTORY MUSEUM
_________________________, 2021
THIS LEASE is made as of ___________________, 2021, by and between the CITY
OF SAN RAFAEL, a California municipal corporation duly chartered under the laws of the State
of California (hereafter "City" or “Lessor”), and the MARIN HISTORY MUSEUM, a California
not-for-profit corporation (hereafter sometimes referred to as "Museum" or “Lessee”).
RECITALS
A. The City owns that certain real property in the City of San Rafael, County of
Marin, State of California, commonly known as Assessor’s Parcel No. 011-131-03 (the “City
Parcel”).
B. From 2002 to 2015, City leased to Marin History Museum a portion of the City
Parcel commonly known as the Boyd Gate House at 1125 B Street, San Rafael, California, and
more particularly described as set forth in Exhibit “A” attached hereto and incorporated herein
by reference (“the Premises”). During that time, the Marin History Museum provided the public
with exhibitions and educational programs.
D. City wishes to encourage and promote the reopening of the Museum to continue
to celebrate the traditions, innovation and creativity of the people of Marin County and to
revitalize the San Rafael downtown area.
E. Operations of the Museum on the Premises would be in the best interests of the
public and would benefit the public health and welfare.
F. To continue the mutual benefits provided by the Museum’s use of the Premises,
the parties desire to enter into a new lease of the Premises on the terms set out in this Lease.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. RENTAL OF PREMISES.
For valuable consideration, the City leases to Marin History Museum and Marin History
Museum leases from City the Premises described in Exhibit “A” hereto, including any
improvements located thereon, on the terms, covenants and conditions set out in this Lease. The
Museum acknowledges that it is taking possession of Premises on an “as-is” basis without
warranty of any type.
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2. TERM.
2.1. Term. The term of the Lease ("Term") shall be for three (3) years. The Term
shall commence on _____________, 2021 (the "Commencement Date") and shall expire on
_____________, 2024 (“Expiration Date”).
2.2. Option. The Museum shall have the option to renew this Lease on the same
terms, subject to Section 3.2, for two additional periods of one (1) year, upon written notice to
renew the Lease provided to City not less than six (6) months prior to the Expiration Date or the
end of the renewal term, as the case may be.
3. RENT.
3.1. Rent. The Museum shall pay the City rent in the sum of ONE THOUSAND
TWO HUNDRED DOLLARS ($1,200) per month, payable on the Commencement Date of the
Lease and on the first day of each month thereafter throughout the term.
3.2. Rent Adjustment.
a. The monthly rent shall be increased at the commencement of any renewal
term pursuant to the option granted under Section 2.2 ("adjustment date" herein) to the lesser of: a)
the monthly rent in effect immediately preceding the adjustment date plus five per cent (5%); or b)
the monthly rent in effect immediately preceding the adjustment date as adjusted for the change in
the Consumer Price Index (CPI), as calculated in Section 3.2.b; provided that in no event will the
monthly rent be lower than the monthly rent in effect immediately preceding the adjustment date.
b. The base for computing the CPI adjustment is the Consumer Price Index for
all Urban Consumers (base years 1982-1984=100) for San Francisco-Oakland-Hayward, published
by the U.S. Department of Labor, Bureau of Labor Statistics ("Index" herein), which is in effect on
the date of the commencement of the term ("Beginning Index" herein). The Index published most
immediately preceding the adjustment date in question ("Extension Index" herein) is to be used in
determining the amount of the CPI adjustment. If the Extension Index has increased over the
Beginning Index, the CPI adjustment shall be calculated by multiplying the monthly rent by a
fraction consisting of the Extension Index as the numerator and the Beginning Index as the
denominator. If the Index is discontinued or revised during the term, such other government index
or computation with which it is replaced shall be used to obtain substantially the same result as
would have been obtained if the index had not been discontinued or revised.
4. USE OF PREMISES.
4.1 Permitted Uses. The Premises shall be used for the following uses:
a. Operation and maintenance of a history museum, including providing a
Collections Facility and Research Library, educational programs and
exhibits to the public.
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b. Other Museum-related uses approved in advance by the City Manager,
which approval shall not be unreasonably withheld.
4.2 Limits on Use. Museum shall not use the Premises for any purpose, other than as
set forth in this Lease, nor in any manner that will constitute waste, nuisance, or unreasonable
annoyance to owners or occupants of adjacent properties.
5. Intentionally not used.
6. UTILITIES.
Museum shall make all arrangements for and shall pay for all utilities and services
furnished to the Premises or used by Museum, including, without limitation, gas, electricity,
water, telephone service, and garbage collection, and for all connection charges. City represents
and warrants that all utilities are currently provided to the Premises and that all utilities are
separately metered.
7. IMPROVEMENTS.
No improvements to the Premises shall be undertaken without prior written approval of
the City, which approval shall not unreasonably be withheld. Title to all improvements
constructed by the Museum shall be owned by the Museum until expiration of the Term or any
renewal thereof, or the earlier termination of this Lease. All improvements to the Premises at the
expiration of the Term or any renewal thereof, or the earlier termination of this Lease shall,
without compensation to the Museum, then automatically and without any act of the Museum or
any third party become the property of the City. The Museum agrees to execute, acknowledge,
and deliver to the City any instrument reasonably requested by the City as necessary in the City's
opinion to perfect the City's right, title, and interest to the improvements and the Premises, at
such time and in such form as the City may request and the City Attorney shall approve.
Improvements shall not be interpreted to include any display cases or casework installed to
display historical artifacts or educational materials.
8. MAINTENANCE AND REPAIRS.
8.1. Lessee’s Duty to Maintain Premises. At all times during the term, Museum
shall, at its cost and expense, keep and maintain the Premises and all improvements thereon and
all facilities appurtenant thereto in good order and repair and safe condition, and the whole of the
Premises in a clean, sanitary, orderly, and attractive condition. The Museum shall make any and
all repairs in and about the Premises and the improvements that may be required and shall
otherwise observe and comply with all public laws, ordinances, and regulations from time to
time applicable to the Premises; and Museum shall indemnify and save harmless the City against
all actions, claims, costs and damages incurred by reason of Museum’s failure to comply with
and perform the provisions of this section.
Rev. April 5, 2021 4
8.2. City’s Limited Responsibility to Maintain Premises. At all times during the
term, City may in its discretion, at its cost and expense, enter the Premises to provide regular pest
and management control, cyclical exterior painting, roof and slab maintenance, structural repairs
not considered maintenance in nature and other long-term building maintenance. City shall also
maintain all sewer and water lines from the property line to the point of entry into the Premises.
8.3. No Responsibility of City. Other than as outlined in Paragraph 8.2 above, City
shall not be required or obligated to make any changes, alterations, additions, improvements, or
repairs in, on, or about the Premises, or any part thereof, during the Term or extended term of
this Lease.
8.4. Mechanic’s Liens. Marin History Museum shall not suffer or permit to be
enforced against the Premises, or any part thereof, any mechanic’s, materialman’s, contractor’s
or subcontractor’s liens arising from any work of construction, repair, restoration, replacement or
improvement, or any other claim or demand; the Museum 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. The Museum agrees to indemnify and hold harmless the City and the Premises from
all liability for all such liens, claims, and demands, together with City’s reasonable attorney’s
fees and costs and expenses in connection therewith.
9. INSURANCE.
9.1. Insurance. During the term of this Lease and any renewal thereof, the Museum
shall maintain, at its sole cost and expense: (a) Commercial General Liability insurance with
limits of liability of not less than Two Million Dollars ($2,000,000) per occurrence and Four
Million Dollars ($4,000,000) annual aggregate, insuring against all liability of the Museum and
its authorized representatives arising out of or in connection with the Museum's use or
occupancy of the Premises; and (b) 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, endorsed to waive
any right of subrogation against the City. Upon the Museum’s exercise of any option provided
for in Section 2, if, in the reasonable opinion of the City, the amount of insurance coverage at the
time is not adequate, the Marin History Museum shall increase the insurance coverage as
reasonably required by the City.
9.2. The Marin History Museum’s Fire Insurance for Personal Property. The
Museum shall, at its sole cost and expense, maintain on all the personal property located within
the Premises, a policy of standard fire and extended coverage insurance, with vandalism and
malicious mischief endorsements, to the extent of at least 100% of their actual cash value. The
proceeds from any such policy shall be used by the Museum for the replacement of said personal
property or for the restoration of the Museum’s improvements or alterations.
9.3. Other Insurance Requirements. All the insurance required under this Lease
shall meet the following requirements:
Rev. April 5, 2021 5
a. All policies shall be issued by insurance companies authorized to do
business in the State of California, with a financial rating of at least A+ by A.M. Best as rated in
the most recent edition of Best's Insurance Reports and a Standard & Poor’s rating of AAA.
b. General Commercial Liability insurance shall provide, or be endorsed to
provide that the City, its officers, agents, employees, and volunteers are additional insureds
under the policy.
c. General Commercial Liability insurance shall provide, or be endorsed to
provide, that the Museum’s insurance shall be primary and noncontributory with respect to any
insurance or coverage maintained by the City.
d. All policies shall be endorsed to waive against the City any right to
subrogation which any insurer of Museum may acquire against City by virtue of the payment of
any loss under such insurance, and Museum agrees to obtain any endorsement that may be
necessary to effect this waiver of subrogation, but this provision applies regardless of whether
City has received a waiver of subrogation endorsement from the insurer.
e. Within thirty (30) days after the Commencement Date of this Lease, the
Museum shall submit to the City Attorney for approval as to form and sufficiency as requested: (1)
Certificates of Insurance evidencing the insurance coverages required in this Lease; (2) a copy of
the policy declaration page and endorsement page listing all policy endorsements for the general
liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other
insurance requirements set forth in this Lease. The City shall additionally have the right to obtain a
full certified copy of any insurance policy and endorsements upon reasonable request.
9.4 Broader Insurance Proceeds Available to Lessor. It shall be a requirement
under this Lease that any available insurance proceeds broader than or in excess of the specified
minimum insurance coverage requirements and/or limits shall be available to the City or any other
additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the
minimum coverage and limits specified in this Lease; or (2) the broader coverage and maximum
limits of coverage of any insurance policy or proceeds available to the named insured; whichever is
greater.
10. INDEMNIFICATION.
Museum shall defend, protect, indemnify and hold harmless the City against and from
any and all claims, suits, liabilities, judgments, costs, demands, causes of action and expenses
(including, without limitation, reasonable attorneys’ fees, costs and disbursements) (collectively
“Claims”) arising in any way out of the Museum’s operations on or use of the Premises under
this Lease, regardless of whether or not a liability is caused or contributed to by the active or
passive negligence of the City. However, to the extent that liability is caused by the active
negligence or willful misconduct of the City, Marin History Museum’s indemnification
obligation shall be reduced in proportion to the City’s share of liability for the active negligence
or willful misconduct. The defense and indemnification obligations of this Lease are undertaken
in addition to, and shall not in any way be limited by, the insurance obligations contained in this
Rev. April 5, 2021 6
Lease, and shall survive the termination or completion of this Lease for the full period allowed
by law.
11. DESTRUCTION.
If, during the term, the Premises are totally or partially destroyed or damaged, rendering
the Premises totally or partially inaccessible or unusable, either party may terminate the Lease by
giving the other party at least 30 days’ notice.
12. ASSIGNMENT.
The Museum shall not voluntarily assign or encumber its interest in this Lease or in the
Premises, or sublease all or any part of the Premises, without first obtaining the City's written
consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any
assignment, encumbrance or sublease without the City's consent shall be void and shall
constitute a default. No consent to any assignment, encumbrance or sublease shall constitute
consent to a subsequent assignment, encumbrance or sublease.
13. DEFAULT.
13.1. Marin History Museum 's Default. The occurrence of any of the following
shall constitute a default by the Museum:
a. Failure to pay any amount under this Lease when due if such failure
continues for thirty (30) days.
b. Failure to perform any other provision of this Lease if such failure to
perform is not cured within thirty (30) days after notice of such failure has been given by the
City to the Museum. If the default is curable but cannot reasonably be cured within thirty (30)
days , the Museum shall not be in default of this Lease if the Museum commences to cure the
default within the thirty (30)-day period and diligently and in good faith continues to pursue the
cure of such default.
c. An assignment, encumbrance, or sublease without obtaining the City's
written consent pursuant to Section 12.
d. Abandonment or surrender of Premises by the Museum.
f. Any attachment, execution, levy, or seizure under legal process, of the
Museum’s interest in Premises.
g. Appointment of a receiver to take possession of the Museum’s interest in
the Premises, for any reason.
h. Filing of a petition in bankruptcy by or against the Museum.
Rev. April 5, 2021 7
i. Any other event designated by this Lease as an event of default.
13.2. Notice of Marin History Museum Default. Notices of default given under this
section shall specify the alleged default and the applicable lease provisions and shall demand that
the Museum perform the provisions of this Lease, within thirty (30) days, or quit the Premises.
No such notice shall be deemed a forfeiture or a termination of this Lease unless the City so
elects in the notice. The purpose of the notice requirements set forth in this section is to extend
the notice requirements of the unlawful detainer statutes of California. Such notices are the only
notices required to be given by the City to the Museum in the event of a default and are not in
addition to any statutory notices required under the unlawful detainer statutes of California.
13.3. City's Remedies.
a. Nature of Remedies. The City shall have the following remedies if the
Marin History Museum commits a default. These remedies are not exclusive; they are
cumulative and in addition to any other remedies now or later allowed by this Lease or by law.
b. Termination of the Marin History Museum's Right to Possession. The
City may terminate the Museum's right to possession of the Premises at any time if the Museum
fails to cure a default within any applicable cure period. No act by the City other than giving
specific written notice to the Museum of the City's intent to terminate the Museum’s right to
possession of the Premises shall be necessary to terminate this Lease. Acts of maintenance by
City to protect the City's interest under this Lease shall not constitute a termination of the
Museum 's right to possession of the Premises.
c. City's Right to Cure the Marin History Museum's Default. The City,
at any time after the Museum commits a default, may, but need not cure the default at the
Museum's cost. If the City at any time, by reason of the Museum's default, pays any sum or does
any act that requires the payment of any sum, the sum paid by the City shall be due immediately
from the Museum to the City at the time the sum is paid, and if paid at a later date shall bear
interest at the maximum rate an individual is permitted by law to charge from the date the sum is
paid by the City until the City is reimbursed by the Museum .
14. CITY'S ENTRY ON PREMISES.
The City, its officers, employees, agents & volunteers shall have the right to enter the
Premises at all reasonable times and on reasonable notice for any of the following purposes:
a. To determine whether the Premises are in good condition and whether the
Museum is complying with its obligations under this Lease.
b. To perform any necessary construction or maintenance and to make any
restoration to the Premises that the City has the right or obligation to perform.
c. To serve, post, or keep posted any notices required or allowed under the
provisions of this Lease or required by law.
Rev. April 5, 2021 8
15. NOTICE.
All notices and other communications required or permitted under this Agreement shall
be in writing and shall be conclusively deemed to have been duly given (1) when hand delivered
to the other party; or (2) three (3) business days after the same has been deposited in a United
States post office with first class or certified mail return receipt requested postage prepaid and
addressed to the parties as set forth below. A courtesy copy will be sent by email to the email
addresses shown below.
The City: City o f San Rafael
Attention: City Clerk
1400 Fifth Avenue, Room 209
San Rafael, CA 94901
City.clerk@cityofsanrafael.org
with copy to: City of San Rafael, Office of the City Attorney
1400 Fifth Avenue, Room 292
San Rafael, CA 94901
City.attorney@cityofsanrafael.org
The Marin History Museum:
Marin History Museum
Attention: Gary Ragghianti
45 Leveroni Court
Novato, CA 94949
gtraggs@rflawllp.com
Each party shall make an ordinary, good faith effort to ensure that it will accept or receive
notices that are given in accordance with this paragraph, and that any person to be given notice
actually receives such notice. A party may change or supplement the addresses given above by
giving the other party written notice of the new address in the manner set forth above.
16. NONWAIVER.
No delay or omission in the exercise of any right or remedy of either party shall impair
such a right or remedy or be construed as a waiver. Any waiver by either party 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.
17. ATTORNEYS' FEES.
If either party commences an action or suit 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.
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18. SURRENDER OF PREMISES, HOLDING OVER.
18.1. Surrender of Premises. On expiration of the Term or any extension, or on
earlier termination thereof as provided in the Lease, the Museum shall surrender to the City the
Premises and all improvements thereon in good condition, except for ordinary wear and tear. The
Museum shall remove all its personal property within thirty (30) days following expiration or
termination of the Lease. The Museum shall perform all restoration to the Premises made
necessary by the removal of any alterations or the Museum's personal property within the time
periods stated in this section. The City may elect to retain, or dispose of in any manner, any
alterations or the Museum's personal property that the Museum does not remove from the
Premises prior to expiration or termination of the Term as allowed or required by this Lease by
giving at least ten (10) days' written notice to the Museum. Title to any such alterations, or the
Museum 's personal property that the City elects to retain or dispose of on expiration of the ten
(10)-day period, shall vest in the City. The Museum waives all claims against the City for any
damage to the Museum resulting from the City's retention or disposition of any such alterations
or the Museum’s personal property. The Museum shall be liable to the City for the City's costs
for storing, removing, and disposing of any alterations or the Museum's personal property. If the
Museum fails to surrender the Premises to the City on expiration of the Term or extension as
required by this section, the Museum shall defend, indemnify, protect, and hold the City
harmless from all damages, claims, or liabilities resulting from the Museum's failure to surrender
the Premises, including, without limitation, claims made by a succeeding tenant resulting from
the Museum's failure to surrender the Premises.
18.2. Holding Over. If the Museum, with the City's prior consent, remains in
possession of the Premises after expiration or termination of the Term or extension thereof, or
after the date in any notice given by the City to the Museum terminating this Lease, such
possession by the Museum shall be deemed to be a month-to-month tenancy terminable on thirty
(30) days' notice given at any time by either party. All provisions of this Lease shall apply to the
month-to-month tenancy. Monthly rental during any such holding over may be increased as
provided in Section 3.2 at the beginning of the holding over period and not more frequently than
annually thereafter.
19. MISCELLANEOUS PROVISIONS.
19.1. General Conditions.
a. Time of Essence. Time is of the essence of each provision of this Lease.
b. Consent of Parties. Whenever consent or approval of either party is
required and no standard for that approval is specified herein, that party shall not unreasonably
withhold or delay such consent or approval.
c. Successors. This Lease shall be binding on and inure to the benefit of the
parties and their successors and assigns.
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d. Non-Discrimination. The Museum shall not discriminate, in any way,
against any person on the basis of age, sex, sexual orientation, race, color, religion, ancestry,
national origin or disability in connection with or related to the performance of its duties and
obligations under this Lease.
19.2. Interpretation of Lease.
a. California Law; Venue. This Lease shall be construed and interpreted in
accordance with the laws of the State of California. Any and all actions to enforce this agreement
shall be conducted in the County of Marin, California.
b. Integrated Agreement; Modification. This Lease contains all the
agreements of the parties and cannot be amended or modified except by a written agreement
signed by the parties.
c. Captions; Table of Contents. The captions and the table of contents of
this Lease shall have no effect on its interpretation.
d. Singular and Plural. When required by the context of this Lease, the
singular shall include the plural.
e. Severability. The unenforceability, invalidity, or illegality of any
provision of this Lease shall not render the other provisions unenforceable, invalid, or illegal.
19.3. Taxes. Museum is advised that this Lease may create a possessory interest, or
some other interest subject to taxation or assessment. The Museum understands, acknowledges,
and agrees that it is solely responsible for payment of all applicable taxes.
19.4. Compliance with all Laws. Museum 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. The Museum shall perform all services under
this Lease in accordance with these laws, ordinances, codes and regulations.
20. PROCEDURE FOR DISPUTES.
20.1. Mediation. Any dispute between the parties relating to the interpretation of the
Lease and/or enforcement of their rights and obligations under this Lease shall be referred to
mediation within thirty (30) days written notice of one party to the other. Mediation shall be
conducted by a mediator mutually agreed upon by the parties. If the parties cannot agree within
ten (10) calendar days of receipt of the Notice to Mediate, the parties may apply to the presiding
judge of the Marin Superior Court to appoint a mediator. The mediation shall be conducted
within ninety (90) days of appointment of the mediator. Costs of mediation shall be divided
equally between the two parties.
Rev. April 5, 2021 11
20.2. Judicial Action. Should mediation not resolve the dispute between the parties,
either party may pursue judicial remedies in the appropriate court. The prevailing party in any
judicial action shall recover their reasonable attorneys’ fees and costs.
Initials: The City __________ The Marin History Museum __________
21. COUNTERPARTS.
This Lease may be executed by the parties by electronic signature and in counterparts,
each of which shall be deemed to be an original copy.
IN WITNESS WHEREOF, this Lease is hereby executed as of the date first above
written.
CITY OF SAN RAFAEL MARIN HISTORY MUSEUM
A California municipal corporation A California non-profit corporation
______________________________ By: ________________________________
KATE COLIN, Mayor
Title: ______________________________
Dated: ___________________________ Dated: _____________________________
By_____________________________
And (add signature of second corporate officer)
ATTEST:
_________________________________ By: ________________________________
LINDSAY LARA, City Clerk
Title: ______________________________
Dated: _____________________________
APPROVED AS TO FORM:
_________________________________
ROBERT F. EPSTEIN, City Attorney
LEGAL DESCRIPTION
Real property situate in the City of San Rafael, County of Marin, State of California,
described as follows:
Beginning at the Northwest comer of Hanson Street (now Mission Street) and B Street as
said streets are shown on the plat of the Townsite of the Town of San Rafael, filed in the
office of the County Recorder of Marin County on the 14th day of October A~D. 1873:
thence along the Westerly line of said B Street, north 7° 13' East, 93:8 feet to the
Northerly line of Sixth Street (now Mission Street); thence along the prolongation of said
Westerly line of B Street, north 7° 13' East, 23.201 feet; thence North 83° 03' West,
164.945 feet; thence North 6° 57' East, 26.00 feet; thence North 83° 03' West, 84.00 feet
to a point on the Westerly line of the lands conveyed to the City of San Rafael by John F.
Boyd et ux, by deed dated May 1, 1905, and recorded in Volume 92 of Deeds, Page 369,
Marin County Records; thence along said Westerly line, south 6° 57' West, 143.00 feet to
the Northerly line of said Hanson Street (now Mission Street); thence along the said
Northerly line of Hanson Street (now Mission Street), South 83° 03' East, 248.4 feet to
the point of beginning.
Containing 31,278.7 square feet.
EXHIBIT" A"
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EXHIBIT "B"
CITY OF SAN RAFAEL
NOTICE OF PUBLIC HEARING
The City Council of the City of San Rafael will hold a public hearing:
PURPOSE: Public Hearing: To consider adoption of an ordinance
approving a Lease of real property at 1125 B Street, Boyd
Gatehouse, to the Marin History Museum for a term of three
years with an option to renew for two additional one-year terms.
DATE/TIME/PLACE: Monday, May 3, at 7:00 p.m.
Consistent with Executive Orders No.-25-20 and No. N-29-20
from the Executive Department of the State of California and
the Marin County Shelter in Place Order, the San Rafael City
Council hearing of May 3, 2021 will not be physically open to
the public and the meeting will be streamed live to YouTube at
www.youtube.com/cityofsanrafael. Instructions on how to
participate online will be available on the YouTube channel.
You will also be able to listen/speak by telephone. The number
will be provided on agenda.
WHAT WILL HAPPEN: You may comment on the proposed Lease Agreement
ordinance. The City Council will consider all public testimony
and will then decide whether to pass the Lease to print.
IF YOU CANNOT ATTEND: You may send a letter to City Clerk, City of San Rafael,
1400 Fifth Avenue, Room 209, San Rafael, CA 94903 or by
email LindsayL@cityofsanrafael.org.
FOR MORE INFORMATION: You may contact Faby Guillen, Public Works Sr. Project
Manager, at (415) 485-3435 or faiolag@cityofsanrafael.org.
Office hours are Monday through Friday, 8:30 a.m. to 5:00 p.m.
SAN RAFAEL CITY COUNCIL
/s/ LINDSAY LARA
LINDSAY LARA, City Clerk
