HomeMy WebLinkAboutLR Lease Agreement June 2024LEASE AGREEMENT
BY AND BETWEEN
GOLDSTSONE MANAGEMENT, INC.,
a California corporation
AS LANDLORD
and
THE CITY OF SAN RAFAEL,
a municipal corporation
ASTENANT
TABLE OF CONTENTS
PAGE
1.
2.
DEMISE................................................................................................................................3
PREMISES.............................................................................................................................3
2.1 Premises...................................................................................................................3
2.2 Parking Area............................................................................................................3
2.3 Common Areas........................................................................................................3
2.4 Landlord Work.........................................................................................................3
2.5 Possession................................................................................................................3
3.
TERM...................................................................................................................................3
3.1 Term.........................................................................................................................3
3.2 Early Access Period.................................................................................................4
3.3 Option to Renew......................................................................................................4
4.
RENT..................................................................................................................................4
4.1 Base Rent.................................................................................................................4
4.2 Additional Rent........................................................................................................4
4.3 Late Charge..............................................................................................................5
5.
USE; COMPLIANCE WITH LAWS..........................................................................................5
5.1 Use...........................................................................................................................5
5.2 Compliance with Laws............................................................................................5
6.
UTILITIES.............................................................................................................................5
7.
PERSONAL PROPERTY AND POSSESSORY INTEREST TAXES..............................................5
7.1 Personal Property Taxes..........................................................................................5
7.2 Possessory Interest Taxes........................................................................................6
7.3 Payment....................................................................................................................6
8.
ALTERATIONS......................................................................................................................6
8.1 Landlord Consent.....................................................................................................6
8.2 Alterations................................................................................................................6
8.3 Liens.........................................................................................................................6
9.
MAINTENANCE AND REPAIR OF PREMISES.........................................................................6
9.1 Maintenance and Repair by Tenant.........................................................................6
9.2 Maintenance and Repair by Landlord......................................................................6
1
TABLE OF CONTENTS
(CONTINUED)
PAGE
10.
ENVIRONMENTAL PROTECTION PROVISIONS....................................................................7
10.1 Hazardous Materials................................................................................................7
10.2 Reportable Uses Required Consent.........................................................................7
11.
ASSIGNMENT AND SUBLETTING..........................................................................................7
12.
WAIVER OF CLAIMS............................................................................................................7
12.1 Waiver of Claims....................................................................................................7
12.2 Survival/No Impairment..........................................................................................8
13.
INSURANCE..........................................................................................................................8
13.1 Tenant's Insurance...................................................................................................8
13.2 Self-Insurance..........................................................................................................8
13.3 Requirements For All Policies.................................................................................
8
13.4 Certificates of Insurance..........................................................................................8
13.5 Landlord's Insurance...............................................................................................8
14.
DAMAGE OR DESTRUCTION................................................................................................9
14.1 Extent of Damage....................................................................................................9
14.2 Abatement of Rent...................................................................................................9
15.
CONDEMNATION..................................................................................................................9
16.
DEFAULT............................................................................................................................10
16.1 Events of Default...................................................................................................10
16.2 Remedies................................................................................................................10
16.3 No Waiver..............................................................................................................11
16.4 Waiver of Redemption, Reinstatement, or Restoration.........................................11
16.5 Remedies Cumulative............................................................................................12
16.6 Landlord's Right to Perform Tenant's Obligations ...............................................12
16.7 Severability............................................................................................................12
17.
LIMITATION OF LIABILITY................................................................................................12
18.
SURRENDER OF PREMISES.................................................................................................12
19.
HOLDING OVER.................................................................................................................12
20.
MORTGAGES......................................................................................................................13
20.1 Subordination to Mortgages...................................................................................13
11
TABLE OF CONTENTS
(CONTINUED)
PAGE
20.2
Mortgage Protection...............................................................................................13
21. TENANT'S ESTOPPEL CERTIFICATE.................................................................................13
22. NOTICE..............................................................................................................................14
23. MISCELLANEOUS...............................................................................................................14
23.1
Governing Law......................................................................................................14
23.2
Severability............................................................................................................14
23.3
Attorneys' Fees.....................................................................................................14
23.4
Force Majeure........................................................................................................14
23.5
Signs .......................................................................................................................14
23.6
Brokers...................................................................................................................14
23.7
Access by Landlord................................................................................................15
23.8
Article and Section Titles.......................................................................................15
23.9
Authority................................................................................................................15
23.10
Quiet Possession....................................................................................................15
23.11
Asbestos Notification for Commercial Property Constructed Before 1979 ..........15
23.12
Lead Warning Statement........................................................................................15
23.13
OFAC Certification...............................................................................................15
23.14
Certified Access Specialist Disclosure..................................................................16
23.15
Time of the Essence...............................................................................................16
23.16
Entire Agreement...................................................................................................16
23.17
Counterparts...........................................................................................................16
iii
INDEX OF EXHIBITS
A PREMISES
A-1 PARKING AREA
B LANDLORD WORK
LEASE AGREEMENT
BASIC LEASE INFORMATION
Lease Date:
Dated as of , 2024 for reference purposes only
Landlord:
Goldstone Management, Inc.
Landlord's Address:
Goldstone Management, Inc.
2044 Kala Bagai Way
Berkeley, CA 94704
Tel: (650) 327-1394
Attn: Paul Goldstone
Tenant:
City of San Rafael
1400 Fifth Avenue
San Rafael, CA 94901
Tel: (415) 485-3323
Attn: Director of Library & Recreation
Tenant's Address:
San Rafael City Hall
1400 Fifth Avenue
San Rafael, CA 94901
Tel: (415) 485-3323
Attn: Director of Library & Recreation
Premises:
Approximately 5,740.70 rentable square feet within the Building
Building:
The entire Building located at 1009 Fourth Street, San Rafael, CA
94901
Length of Term:
One hundred eighty days (180)
Commencement Date:
September 16, 2024
Expiration Date:
March 17, 2025
Extension Options:
Six extensions of thirty (30) days each
Base Rent:
Months
Monthly Base Rent
1-6
$5,740.70
Taxes and Utilities:
Tenant shall pay all costs for services and Utilities (defined in
Article 6) to the Premises. Tenant shall pay all Personal Property
Taxes (defined in Article 7) and possessory interest taxes, if any,
levied on or against the Premises or its personal property.
Landlord shall undertake the Landlord Work, as described in
Landlord Work:
Section 2.3 and on Exhibit B.
Permitted Use:
Temporary library use and uses ancillary to a library use,
including community events and meetings, and other uses
permitted by law.
Parking: Tenant shall have the non-exclusive right to have its employees
and staff park in the paved areas adjacent to the Building as
identified as the Parking Area on Exhibit A-1 attached hereto, as
further set forth in Section 2.2 herein below
l►L
2
LEASE AGREEMENT
This Lease Agreement is made and entered into by and between the City of San
Rafael, a municipal corporation ("Tenant"), and Goldstone Management, Inc., a California
corporation ("Landlord"). The Basic Lease Information, the Exhibits and this Lease Agreement
are and shall be construed as a single instrument and are referred to herein as the "Lease".
1. DEMISE.
In consideration for the rents and all other charges and payments payable by
Tenant, and for the agreements, terms and conditions to be performed by Tenant in this Lease,
Landlord does hereby lease to Tenant and Tenant does hereby hire and take from Landlord, the
Premises described below, upon the agreements, terms and conditions of this Lease for the Term
hereinafter stated.
2. PREMISES.
2.1 Premises. The Premises demised by this Lease are as specified in the Basic Lease
Information. The Premises have the address and contain the square footage specified in the
Basic Lease Information; provided, however, that any statement of square footage set forth in
this Lease is an approximation which Landlord and Tenant agree is reasonable and no economic
terms based thereon shall be subject to revision whether or not the actual square footage is more
or less.
2.2 Parking. Landlord grants Tenant a non-exclusive license for Tenant and its
employees, staff, agents and suppliers the right to use the parking lot adjacent to the Building for
parking purposes ("Parking Area"). Tenant may also use the Parking Area for the loading and
unloading of trucks shipping items to and from the Premises.
2.3 Common Areas. In addition to the Premises, Tenant shall have the exclusive right
to use the areas designated by Landlord as common area ("Common Areas"). The use of the
Common Areas shall be for the use of Tenant and Tenant's employees, agents, suppliers,
customers, volunteers and patrons.
2.4 Landlord Work. Prior to the Commencement Date, Landlord shall undertake and
complete, to the reasonable satisfaction of Tenant, the Landlord Work, as described on Exhibit
B.
2.5 Possession. Tenant accepts the Premises and Parking Area in "AS IS" "WITH
ALL FAULTS" condition and configuration without any representations or warranties by
Landlord, and subject to all matters of record and all applicable laws, ordinances, rules and
regulations; provided that Landlord shall undertake and complete the Landlord Work, as
described on Exhibit B, prior to the Commencement Date.
3. TERM.
3.1 Term. The term of this Lease ("Term") shall be for the period specified in the
Basic Lease Information commencing on the Commencement Date. This Lease shall terminate
3
at midnight on the one hundred eightieth (180th) day following the Commencement Date
("Expiration Date"), unless sooner terminated or extended as hereinafter provided.
3.2 Early Access Period. Notwithstanding Section 3.1, Tenant shall be permitted
early access to the Premises commencing on execution of the Lease by Landlord and Tenant and
continuing through the Commencement Date ("Early Access Period") for the purpose of
accessing, repairing and patching the roof of the Building; carrying out electrical
work/improvements in the Building; installing internet service in the Building; moving in and
setting up fixtures and furnishings in the Premises; installing equipment, property and materials
in the Premises; cleaning the Premises; and otherwise undertaking such tasks and work as are
necessary to ready the Premises for Tenant's Permitted Use. Effective as of the first day of the
Early Access Period, Tenant shall comply with all provisions of the Lease, except that Tenant
shall not be required to commence paying Base Rent until the Commencement Date.
3.3 Option to Renew.
(a) Renewal Options. Tenant shall have six (6) options to extend the Term
(each, a "Renewal Option") for a period of thirty (30) days each (each, a "Renewal Term").
Tenant shall exercise a Renewal Option by written notice ("Election Notice") from Tenant to
Landlord delivered at least five (5) days before the expiration of the Term or prior Renewal
Term, as applicable.
(b) Terms and Conditions. If Tenant exercises a Renewal Option, the Term
shall be extended for an additional period of thirty (30) days upon the same terms and conditions
as the initial Term, including the same Base Rent.
4. RENT.
4.1 Base Rent.
(a) Generally. From and after the Commencement Date, Tenant shall pay to
Landlord, in advance of the first day of each calendar month, without any setoff or deduction and
without further notice or demand, the monthly installments of rent specified in the Basic Lease
Information ("Base Rent"). One full installment of monthly Base Rent shall be due and payable
on the date of execution of this Lease by Tenant and shall be applied to the first full calendar
month for which monthly Base Rent is due. If the Commencement Date should be on a date
other than the first day of a calendar month, the monthly Base Rent installment paid for any
fractional month during the Term shall be prorated based upon a thirty (30) day calendar month.
(b) Abatement. Notwithstanding anything in this Article 4 to the contrary,
Tenant shall be entitled to an abatement of Base Rent in the amount of Ten Thousand and 00/100
Dollars ("Abated Rent") to be applied to Base Rent due for the first two (2) full calendar
months of the Term ("Abatement Period"). The Abated Rent in favor of Tenant is in
consideration of the repairs made by Tenant to the Building's roof.
4.2 Additional Rent. As used in this Lease, the term "Additional Rent" shall mean
all sums of money, other than Base Rent, that are due and payable by Tenant under the terms of
this Lease including, but not limited to, Tenant's share of Utilities in accordance with Article 6.
El
The term "Rent," as used herein, shall mean all Base Rent, Additional Rent and all other
amounts payable hereunder from Tenant to Landlord. Unless otherwise specified herein, all
items of Rent other than Base Rent shall be due and payable by Tenant on or before the date that
is thirty (30) days after billing by Landlord.
4.3 Late Charge. If any monthly Base Rent installment or Additional Rent is not
received by Landlord on or before the fifteenth (15th) day following the due date, or any
payment due Landlord by Tenant which does not have a scheduled date is not received by
Landlord on or before the thirtieth (30th) day following the date Tenant was invoiced for such
charge, a late charge of five percent (5%) of such past due amount shall be immediately due and
payable as Additional Rent.
5. USE; COMPLIANCE WITH LAWS.
5.1 Use. The Premises shall be used for the Permitted Use. Tenant acknowledges
that neither Landlord nor any agent of Landlord has made any representation or warranty with
respect to the Premises, Buildings or with respect to the suitability or fitness of either for the
conduct Tenant's business or for any other purpose.
5.2 Compliance with Laws. Tenant shall comply with all laws, ordinances, rules,
regulations and codes, of all municipal, county, state and federal authorities, including the
Americans With Disabilities Act, as amended, (42 U.S.C. Section 1201 et seq. [the "ADA"])
(collectively, "Laws") pertaining to Tenant's use and occupancy of the Premises and the conduct
of its business. Tenant shall not commit, or suffer to be committed, any waste upon the Premises
or any public or private nuisance, or other act or thing which disturbs the quiet enjoyment of any
other tenant in the Building. Tenant shall not permit any objectionable odor to escape or be
emitted from the Premises and shall ensure that the Premises remain free from infestation from
rodents or insects.
6. UTILITIES.
Tenant shall contract directly with the providers of, and shall pay all charges for, water,
sewer, storm water, gas, electricity, heat, cooling, telephone, refuse collection, janitorial, pest
control, security and monitoring services furnished to the Premises, together with all related
installation or connection charges or deposits ("Utilities"). If any such Utilities are not separately
metered or billed to Tenant for the Premises but rather are billed to and paid by Landlord, Tenant
shall pay to Landlord, as Additional Rent, its pro rata share of the cost of such services, as
reasonably determined by Landlord. If any Utilities are not separately metered, Landlord shall
have the right to determine Tenant's consumption by either submetering, survey or other methods
designed to measure consumption with reasonable accuracy.
7. PERSONAL PROPERTY AND POSSESSORY INTEREST TAXES.
7.1 Personal Property Taxes. Tenant shall pay all taxes levied or imposed against the
Premises or Tenant's personal property or trade fixtures placed by Tenant in or about the
Premises during the Term ("Personal Property Taxes").
7.2 Possessory Interest Taxes. The interest created by this Lease may at some time be
subject to property taxation under the laws of the State of California. If property taxes are
imposed, the party in whom the possessory interest is vested may be subject to the payment of
the taxes levied on such interest. This notice is included in this Lease pursuant to the
requirements of Section 107.6 (a) of the Revenue and Taxation Code of the State of California.
7.3 Payment. Tenant shall pay the Personal Property Taxes and possessory interest
taxes, if any, accordance with the instructions of the taxing entity.
8. ALTERATIONS.
8.1 Landlord Consent. Except as otherwise described below, Tenant shall not make
any alterations, improvements, or additions ("Alteration") in or about the Premises or any part
thereof without the prior written consent of Landlord, which consent shall not be unreasonably
withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the right to
make Alterations to the Premises without the consent of, Landlord provided that such Alterations
(a) are performed in compliance with this Article 8, and (b) are consistent with and in
furtherance of the Permitted Use.
8.2 Alterations. Any Alterations to the Premises shall be at Tenant's sole cost and
expense, and made in compliance with all applicable Laws.
8.3 Liens. Tenant shall pay when due all claims for labor or materials furnished
Tenant for use in the Premises. Tenant shall not permit any mechanic liens, stop notices, or any
other liens against the Premises, Building, Alterations or any of Tenant's interests under this
Lease for any labor or materials furnished to Tenant in connection with work performed on or
about the Premises by or at the direction of Tenant.
9. MAINTENANCE AND REPAIR OF PREMISES.
9.1 Maintenance and Repair by Tenant.
(a) Tenant Maintenance. Tenant shall, at its sole cost and expense, maintain
the interior of the Premises in good repair and in a neat and clean condition, including making all
necessary repairs and replacements.
(b) Tenant Repair. Tenant shall further, at its own costs and expense, repair
or restore any damage or injury to all or any part of the Building caused by Tenant or Tenant's
agents, employees, invitees, licensees, visitors or contractors.
9.2 Maintenance and Repair by Landlord. Landlord shall maintain in good repair
(i) the structural elements of the Building, including structural elements of exterior walls and
foundations; and (ii) Common Areas, if any, provided such repairs are not necessitated by the
actions of Tenant, Tenant's invitees or anyone in the employ or control of Tenant. Tenant
hereby waives any and all rights under and benefits of subsection 1 of Section 1932, and
Sections 1941 and 1942 of the California Civil Code or any similar or successor Laws now or
hereby in effect. Tenant shall promptly give Landlord written notice of the need for repair of the
items for which Landlord is responsible. If Tenant or Tenant's invitees or anyone in the
rol
employed or control of Tenant caused any damages necessitating such repair, then Tenant shall
pay to Landlord the reasonable cost thereof upon demand. Except as otherwise expressly set
forth in this Lease, Tenant waives any right to terminate this Lease or offset or abate Rent by
reason of any failure of Landlord to make repairs to the Premises or Building.
10. ENVIRONMENTAL PROTECTION PROVISIONS.
10.1 Hazardous Materials. "Hazardous Materials" shall mean any material,
substance or waste that is or has the characteristic of being hazardous, toxic, ignitable, reactive,
flammable, explosive, radioactive or corrosive, including, without limitation, petroleum,
solvents, lead, acids, pesticides, paints, printing ink, PCBs, asbestos, materials commonly known
to cause cancer or reproductive harm and those materials, substances and/or wastes, including
wastes which are or later become regulated by any local governmental authority, the state in
which the Premises are located or the United States Government, including, but not limited to,
substances defined as "hazardous substances," "hazardous materials," "toxic substances" or
"hazardous wastes" in the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act,
49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act; all environmental laws
of the state where the Premises are located, and any other environmental law, regulation or
ordinance now existing or hereinafter enacted. "Hazardous Materials Laws" shall mean all
present and future federal, state and local laws, ordinances and regulations, prudent industry
practices, requirements of governmental entities and manufacturer's instructions relating to
industrial hygiene, environmental protection or the use, analysis, generation, manufacture,
storage, presence, disposal or transportation of any Hazardous Materials, including without
limitation the laws, regulations and ordinances referred to in the preceding sentence.
10.2 Reportable Uses Required Consent. Except with respect to typical cleaning
products or other usual household solvents, Tenant hereby agrees that Tenant and Tenant's
officers, employees, representatives, agents, contractors, subcontractors, successors, assigns,
subtenants, concessionaires, invitees and any other occupants of the Premises (collectively,
"Tenant Parties") shall not cause or permit any Hazardous Materials to be used, generated,
manufactured, refined, produced, processed, stored or disposed of, on, under or about the
Premises or Building or transported to or from the Premises or Building without the express prior
written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed.
11. ASSIGNMENT AND SUBLETTING.
Tenant shall not voluntarily or by operation of law, (a) mortgage, pledge, hypothecate or
encumber this Lease or any interest therein, or (b) assign or transfer this Lease or any interest
herein, sublease the Premises or any part thereof or any right or privilege appurtenant thereto, or
allow any other person (the employees and invitees of Tenant excepted) to occupy or use the
Premises, or any portion thereof, without first obtaining the written consent of Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed.
12. WAIVER OF CLAIMS.
12.1 Waiver of Claims. Except in the event of its own negligence or willful
misconduct, Landlord shall not be liable to Tenant and Tenant hereby waives all claims against
7
Landlord its principals, officers, directors, employees, contractors and agents ("Landlord
Related Party") for any injury or damage to any person or property occurring or incurred in
connection with or in any way relating to the Premises or Building from any cause.
12.2 Survival/No Impairment. The obligations of Tenant under this Article 12 shall
survive any termination of this Lease.
13. INSURANCE.
13.1 Tenant's Insurance.
(a) Liability Insurance. Tenant shall maintain in full force throughout the
Term, commercial general liability insurance providing coverage on an occurrence form basis
with limits of not less than Two Million Dollars ($2,000,000.00) each occurrence for bodily
injury and property damage combined, or such larger amount as Landlord may prudently require
from time to time, covering bodily injury and property damage liability and product liability if a
product is sold from the Premises. Each policy of liability insurance required by this Section
shall: (i) provide that it is primary to and not contributing with, any policy of insurance carried
by Landlord covering the same loss; (ii) name Landlord and such other parties in interest as
Landlord may from time to time reasonably designate to Tenant in writing, as additional insureds
in an Additional Insured Endorsement.
(b) Worker's Compensation Insurance. Tenant shall, at Tenant's expense,
maintain in full force and effect during the Term of this Lease, worker's compensation insurance
with not less than the minimum limits required by law.
(c) Automobile Liability. Tenant shall maintain in full force and effect during
the Term of this Lease, Commercial Automobile Liability. Such policy shall be in an amount of
not less than One Million Dollars ($1,000,000) combined singled limit.
13.2 Self -Insurance. Landlord acknowledges that Tenant is a public entity pursuant to
Government Code Section 990, and that Tenant shall self -insure the insurance requirements
described in this Article 13.
13.3 Requirements For All Policies. All insurance companies issuing such policies
shall be admitted carriers licensed to do business in the state where the Property is located.
Tenant shall, at least thirty (30) days prior to expiration of each policy, furnish Landlord with
certificates of renewal thereof and shall provide Landlord with at least thirty (30) days prior
written notice of any cancellation or modification.
13.4 Certificates of Insurance. If requested by Landlord, Tenant shall furnish to
Landlord a certificate of insurance reflecting that the insurance required by this Article 13 is in
force, accompanied by an endorsement(s) showing the required additional insureds that are
reasonably satisfactory to Landlord.
13.5 Landlord's Insurance. During the Term, Landlord shall keep in effect property
insurance covering the Building and Premises in amounts not less than the full insurance
replacement value thereof with customary limits and deductibles, together with such other types
of insurance coverage typically maintained by commercial Landlords in the Marin County area.
14. DAMAGE OR DESTRUCTION.
14.1 Extent of Damage. If at any time during the Term there is damage for which the
cost to repair exceeds one month's Base Rent, Landlord may terminate this Lease effective sixty
(60) days following the date of occurrence of such damage by giving a written termination notice
to Tenant within thirty (30) days after the date of occurrence of such damage. Notwithstanding
the foregoing, if Tenant at that time has an exercisable option to extend this Lease, then Tenant
may preserve this Lease by (a) exercising such option and (b) providing Landlord with any
shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or
before the earlier of (i) the date which is ten (10) days after Tenant's receipt of Landlord's
written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such
option expires. If Tenant duly exercises such option during such period and provides Landlord
with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Landlord
shall, at Landlord's reasonable expense, repair such damage as soon as reasonably possible and
this Lease shall continue in full force and effect. If Tenant fails to exercise such option and
provide such funds or assurance during such period, then this Lease shall terminate on the date
specified in the termination notice and Tenant's option shall be extinguished.
14.2 Abatement of Rent. In the event of damage for which Tenant is not responsible
under this Lease, the Rent payable by Tenant for the period required for the repair, remediation
or restoration of such damage shall be abated in proportion to the degree to which Tenant's use
of the Premises is impaired, and such abatement shall be Tenant's sole remedy for such
impairment of use.
15. CONDEMNATION.
If the whole or if any material part of the Premises or Building is taken or
condemned for any public or quasi -public use under either state or federal law, by eminent
domain or purchase in lieu thereof ("Taking"), and (a) such Taking renders the Premises or
Building unsuitable, in Landlord's reasonable opinion, for the purposes for which they were
constructed; or (b) the Premises or Building cannot be repaired, restored or replaced at
reasonable expense to an economically profitable unit, then Landlord may, at its option,
terminate this Lease as of the date possession vests in the condemning party. If twenty-five
percent (25%) or more of the Premises is taken and if the Premises remaining after such Taking
and any repairs by Landlord would be untenantable (in Tenant's reasonable opinion) for the
conduct of Tenant's business operations, Tenant shall have the right to terminate this Lease as of
the date possession vests in the condemning party. The terminating party shall provide written
notice of termination to the other party within thirty (30) days after it first receives notice of the
Taking. The termination shall be effective as of the effective date of any order granting
possession to, or vesting legal title in, the condemning authority. If this Lease is not terminated,
Base Rent shall be appropriately adjusted to account for any reduction in the square footage of
the Premises. If only a part of the Premises is subject to a Taking and this Lease is not
terminated, Landlord, with reasonable diligence, will restore the remaining portion of the
Premises as nearly as practicable to the condition immediately prior to the Taking. Tenant
hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the
Z
California Code of Civil Procedure, or any similar or successor Laws. Landlord shall be entitled
to any and all compensation, damages, income, rent, awards or any interest thereon which may
be paid or made in connection with any such Taking, and Tenant shall have no claim against
Landlord for the value of any expired term of this Lease or otherwise; provided, however, that
Tenant shall be entitled to receive any award separately allocated by the condemning authority to
Tenant for Tenant's relocation expenses, the value of Tenant's fixture, equipment and personal
property (specifically excluding components of the Premises which under this Lease or by law
are or at the expiration of the Term will become the property of Landlord, including, without
limitation, fixtures and Alterations), or Tenant's loss of business goodwill, provide that such
award does not reduce any award otherwise allocable or payable to Landlord.
16. DEFAULT.
16.1 Events of Default. The occurrence of any of the following shall constitute a
"Default" by Tenant:
(a) Tenant fails to make any payment of Rent when due, if payment in full is
not received by Landlord within fifteen (15) days after written notice that it is past due.
(b) Tenant abandons the Premises as defined in Section 1951.3 of the
California Civil Code.
(c) Tenant violates the restrictions on Transfer set forth in Article 11.
(d) Tenant ceases doing business as a going concern; makes an assignment for
the benefit of creditors; is adjudicated an insolvent, files a petition (or files an answer admitting
the material allegations of a petition) seeking relief under any state or federal bankruptcy or other
statute, law or regulation affecting creditors' rights; all or substantially all of Tenant's assets are
subject to judicial seizure or attachment and are not released within thirty (30) days, or Tenant
consents to or acquiesces in the appointment of a trustee, receiver or liquidator for Tenant or for
all or any substantial part of Tenant's assets.
(e) Tenant fails to perform or comply with any provision of this Lease other
than those described in (a) through (d) above, and does not fully cure such failure within thirty
(30) days after notice to Tenant or, if such failure cannot be cured within such thirty (30) day
period, Tenant fails within such thirty (30)-day period to commence, and thereafter diligently
proceed with, all actions necessary to cure such failure as soon as reasonably possible.
16.2 Remedies. Upon the occurrence of any Default under this Lease, Landlord shall
have the option to pursue any one or more of the following remedies without any notice (except
as expressly prescribed herein) or demand whatsoever. Without limiting the generality of the
foregoing, Tenant hereby specifically waives notice and demand for payment of Rent or other
obligations, and waives any and all other notices or demand requirements imposed by applicable
Law:
(a) Terminate this Lease and Tenant's right to possession of the Premises and
recover from Tenant an award of damages equal to the sum of the following:
10
(i) The Worth at the Time of Award of the unpaid Rent which had
been earned at the time of termination;
(ii) The Worth at the Time of Award of the amount by which the
unpaid Rent which would have been earned after termination until the time of award exceeds the
amount of such Rent loss that Tenant affirmatively proves could have been reasonably avoided;
(iii) The Worth at the Time of Award of the amount by which the
unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent
loss that Tenant affirmatively proves could be reasonably avoided discounted to the then present
value;
(iv) Any other amount necessary to compensate Landlord for all the
detriment either proximately caused by Tenant's failure to perform Tenant's obligations under
this Lease or which in the ordinary course of things would be likely to result therefrom; and
(v) All such other amounts in addition to or in lieu of the foregoing as
may be permitted from time to time under applicable law.
The "Worth at the Time of Award" of the amounts referred to in
parts (i) and (ii) above, shall be computed by allowing interest at
the lesser of a per annum rate equal to: (A) the greatest per annum
rate of interest permitted from time to time under applicable law,
or (B) the Prime Rate plus 5%, and as referred to in part (iii)
above, shall be computed by discounting such amount at the
discount rate of the Federal Reserve Bank of San Francisco at the
time of the award plus one percent (1 %).
(b) Employ the remedy described in California Civil Code § 1951.4 (Landlord
may continue this Lease in effect after Tenant's breach and abandonment and recover Rent as it
becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations);
or
(c) Notwithstanding Landlord's exercise of the remedy described in
California Civil Code § 1951.4 in respect of an event or events of Default, at such time thereafter
as Landlord may elect in writing, to terminate this Lease and Tenant's right to possession of the
Premises and recover an award of damages as provided above.
16.3 No Waiver. The subsequent acceptance of Rent hereunder by Landlord shall not
be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition
of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless
of Landlord's knowledge of such preceding breach at the time of acceptance of such Rent. No
waiver by Landlord of any breach hereof shall be effective unless such waiver is in writing and
signed by Landlord.
16.4 Waiver of Redemption, Reinstatement, or Restoration. Tenant hereby waives any
and all rights conferred by Section 3275 of the Civil Code of California and by Sections 1174(c)
and 1179 of the Code of Civil Procedure of California and any and all other laws and rules of
11
law from time to time in effect during the Lease Term or thereafter providing that Tenant shall
have any right to redeem, reinstate or restore this Lease following its termination as a result of
Tenant's breach.
16.5 Remedies Cumulative. No right or remedy herein conferred upon or reserved to
Landlord is intended to be exclusive of any other right or remedy, and each and every right and
remedy shall be cumulative and in addition to any other right or remedy given hereunder or now
or hereafter existing by agreement, applicable Law or in equity. Forbearance by Landlord to
enforce one or more of the remedies herein provided upon an event of Default shall not be
deemed or construed to constitute a waiver of such Default.
16.6 Landlord's Right to Perform Tenant's Obligations. If Tenant is in Default of any
of its non -monetary obligations under this Lease, in addition to the other rights and remedies of
Landlord provided herein, then Landlord may at Landlord's option, but without any obligation to
do so and without further notice to Tenant, perform any such term, provision, covenant or
condition or make any such payment and Landlord by reason of doing so shall not be liable or
responsible for any loss or damage thereby sustained by Tenant. If Landlord performs any of
Tenant's obligations hereunder in accordance with this Section 16.6, the full amount of the costs
and expense incurred or the payments so made or the amount of the loss so sustained shall be
immediately be owed by Tenant to Landlord, and Tenant shall promptly pay to Landlord upon
demand, as Additional Rent, the full amount thereof.
16.7 Severabil�. This Article 16 shall be enforceable to the maximum extent such
enforcement is not prohibited by applicable Law, and the unenforceability of any portion thereof
shall not thereby render unenforceable any other portion.
17. LIMITATION OF LIABILITY.
Notwithstanding anything to the contrary contained in this Lease, the liability of
Landlord (and of any successor landlord) shall be governed by applicable state and federal laws.
Neither Landlord nor any Landlord Related Party shall be personally liable for any judgment or
deficiency, and in no event shall Landlord or any Landlord Related Party be liable to Tenant for
any lost profit, damage to or loss of business or a form of special, indirect or consequential
damage. Before filing suit for an alleged default by Landlord, Tenant shall give Landlord and
the Mortgagee(s) whom Tenant has been notified hold Mortgages (defined in Article 20), notice
and reasonable time to cure the alleged default.
18. SURRENDER OF PREMISES.
At the termination of this Lease or Tenant's right of possession, Tenant shall remove
Tenant's property from the Premises, and quit and surrender the Premises to Landlord, broom
clean, and in good order, condition and repair, ordinary wear and tear and damage which
Landlord is obligated to repair hereunder excepted.
19. HOLDING OVER.
If Tenant fails to surrender all or any part of the Premises at the termination of
this Lease, occupancy of the Premises after termination shall be that of a tenancy at sufferance.
12
Tenant's occupancy shall be subject to all the terms and provisions of this Lease and Tenant shall
pay an amount (on a per month basis without reduction for partial months during the holdover)
equal to 125% of the sum of the Base Rent due for the period immediately preceding the
holdover. No holding over by Tenant shall operate to extend the Term. Any holding over by
Tenant with the written consent of Landlord shall thereafter constitute a lease from month to
month.
20. MORTGAGES.
20.1 Subordination to Mortgages. Tenant accepts this Lease subject and subordinate to
any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising
upon the Premises, or Building and any ground lease(s) or other agreements or covenants
running with the land now or subsequently arising upon the Building, and to renewals,
modifications, refinancing and extensions thereof (collectively, a "Mortgage"). The party
having the benefit of a Mortgage shall be referred to as a "Mortgagee". This clause shall be
self -operative, but upon request from a Mortgagee, Tenant shall, within ten (10) days written
request therefor from Landlord, execute a commercially reasonable subordination agreement in
favor of the Mortgagee. Landlord shall use commercially reasonable efforts to obtain for Tenant
a non -disturbance provision in any such subordination agreement. As an alternative, a
Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon
request, Tenant, shall attorn to any successor to Landlord's interest in this Lease.
20.2 Mortgage Protection. Tenant shall give to any Mortgagee, in accordance with the
notice requirements of Article 20, at the same time as it is given to Landlord, a copy of any
notices of default given to Landlord, provided that, prior to such notice, Tenant has been notified
in writing (by way of notice of assignment of rent and leases, or otherwise) of the existence and
address of such Mortgagee. Tenant further agrees that, if Landlord shall have failed to cure such
default within the time provided for in this Lease, then the Mortgagee shall have an additional
reasonable period of time within which to cure such default, or if such default cannot be cured
without Mortgagee pursuing its remedies against Landlord, then mortgagee shall have such
additional time as may be necessary to commence and complete a foreclosure proceeding.
21. TENANT'S ESTOPPEL CERTIFICATE.
Within thirty (30) days after written request therefor, Tenant shall execute and deliver to
Landlord, in a form provided by or satisfactory to Landlord, an estoppel certificate stating, that
this Lease is in full force and effect, describing any amendments or modifications thereto,
acknowledging that this Lease is subordinate or prior, as the case may be, to any Mortgage and
stating any other information Landlord may reasonably request, including the Term, the monthly
Base Rent, the date to which Rent has been paid, the amount of any security deposit or prepaid
rent, whether either party hereto is in default under the terms of the Lease, and whether Landlord
has completed any construction obligations hereunder. Any such estoppel certificate may be
relied upon by any person or entity purchasing, acquiring an interest in or extending finance with
respect to the Building, or any part thereof. If Tenant fails to provide such certificate within
thirty (30) days as herein provided, such failure shall at Landlord's election, constitute a Default
and Tenant shall be deemed to have given such certificate as above provided without
modification and shall be deemed to have admitted the accuracy of any information supplied by
Landlord to a prospective purchaser or mortgagee or deed of trust holder.
13
22. NOTICE.
All notices shall be in writing and delivered by hand or sent by registered,
express, or certified mail, with return receipt requested or with delivery confirmation requested
from the U.S. postal service, or sent by overnight or same day courier service at the party's
respective Notice Address(es) set forth in the Basic Lease Information ("Notice Address").
Each notice shall be deemed to have been received on the earlier to occur of actual delivery or
the date on which delivery is refused, or, if Tenant has vacated the Premises or any other Notice
Address of Tenant without providing a new Notice Address, three (3) days after notice is
deposited in the U.S. mail or with a courier service in the manner described above. Either party
may, at any time, change its Notice Address (other than to a post office box address) by giving
the other party written notice of the new address.
23. MISCELLANEOUS.
23.1 Governing Law. This Lease shall be interpreted and enforced in accordance with
the Laws of the State of California and Landlord and Tenant hereby irrevocably consent to the
jurisdiction and proper venue of such state.
23.2 Severability. If any section, term or provision of this Lease is held invalid by a
court of competent jurisdiction, all other sections, terms or severable provisions of this Lease
shall not be affected thereby, but shall remain in full force and effect.
23.3 Attorneys' Fees. In the event of an action, suit, arbitration or proceeding brought
by Landlord or Tenant to enforce any of the other's covenants and agreements in this Lease, the
prevailing party shall be entitled to recover from the non -prevailing party any costs, expenses
(including out of pocket costs and expenses) and reasonable attorneys' fees incurred in
connection with such action, suit or proceeding.
23.4 Force Majeure. Whenever a period of time is prescribed for the taking of an
action by Landlord or Tenant (other than the payment of Rent), the period of time for the
performance of such action shall be extended by the number of days that the performance is
actually delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist acts,
pandemics, civil disturbances, extreme weather and other causes beyond the reasonable control
of the performing party ("Force Majeure").
23.5 Signs. Tenant may install signage on the Building or on, in or about the Premises
to identify use of the Premises for the Permitted Use. Tenant shall maintain any such signs
installed on the Premises.
23.6 Brokers. Landlord and Tenant each represents and warrants to the other that
neither it nor its officers or agents nor anyone acting on its behalf has dealt with any real estate
broker. Each party agrees to indemnify, defend and hold harmless the other from any claim or
claims, and costs and expenses, including attorneys' fees, incurred by the indemnified party in
conjunction with any such claim or claims of any other broker or brokers to a commission in
connection with this Lease as a result of the actions of the indemnifying party.
14
23.7 Access by Landlord. In addition to access provided by this Lease, Landlord shall
be allowed access to the Premises at all reasonable times throughout the term of this Lease, for
any reasonable purpose upon prior written notice to Tenant.
23.8 Article and Section Titles. The Article and Section titles use herein are not to be
consider a substantive part of this Lease, but merely descriptive aids to identify the paragraph to
which they referred. Use of the masculine gender includes the feminine and neuter, and vice
versa.
23.9 Authori. If Tenant is a corporation, partnership, trust, association or other
entity, Tenant and each person executing this Lease on behalf of Tenant does hereby covenant
and warrant that (a) Tenant is duly incorporated or otherwise established or formed and validly
existing under the laws of its state of incorporation, establishment or formation, (b) Tenant has
and is duly qualified to do business in California, (c) Tenant has full corporate, partnership, trust,
association or other power and authority to enter into this Lease and to perform all Tenant's
obligations hereunder, and (d) each person (and all of the persons if more than one signs) signing
this Lease on behalf of Tenant is duly and validly authorized to do so.
23.10 Quiet Possession. Landlord covenants and agrees with Tenant that, upon
Tenant's payment of Rent and observing and performing all of the terms, covenants, conditions,
provisions and agreements of this Lease on Tenant's part to be observed or performed, Tenant
shall have the quiet possession of the Premises throughout the Term.
23.11 Asbestos Notification for Commercial Property Constructed Before 1979. Tenant
acknowledges that Landlord has advised Tenant that, because of its age, the Building may
contain asbestos -containing materials ("ACMs"). If Tenant undertakes any Alterations as may
be permitted by Article 8, Tenant shall, in addition to complying with the requirements of Article
8, undertake the Alterations in a manner that avoids disturbing ACMs present in the Building. If
ACMs are likely to be disturbed in the course of such work, Tenant shall encapsulate or remove
the ACMs in accordance an approved asbestos -removal plan and otherwise in accordance with
all applicable Environmental Laws, including giving all notices required by California Health &
Safety Code Sections 25915-25919.7.
23.12 Lead Warning Statement. Tenant acknowledges that Landlord has advised
Tenant that buildings built before 1978 may contain lead -based paints ("LBP"). Lead from
paint, paint chips and dust can pose health hazards if not managed properly. Subject to Article 8
of this Lease, Tenant may at its sole cost and expense, have a state certified LBP Inspector
complete a LBP inspection and abatement and provide an abatement certification to Landlord.
Landlord has no specific knowledge of the presence of lead -based paint in the Premises.
23.13 OFAC Certification. Tenant represents, warrants and covenants that: (a) Tenant
and its principals are not acting, and will not act, directly or indirectly, for or on behalf of any
person, group, entity, or nation named by any Executive Order or the United States Treasury
Department as a terrorist, "Specially Designated and Blocked Person" or other banned or
blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is
enforced or administered by the Office of Foreign Assets Control; and (b) Tenant acknowledges
that the breach of this representation, warranty and covenant by Tenant shall be an immediate
Default under the Lease.
15
23.14 Certified Access Specialist Disclosure/Inspection by Certified Access Specialist.
Landlord discloses that Landlord has not caused the Premises to undergo inspection by a
Certified Access Specialist as referenced in California Civil Code Section 1938 subsection (e)
which provides: "A Certified Access Specialist (CASp) can inspect the subject premises and
determine whether the subject premises comply with all of the applicable construction -related
accessibility standards under state law. Although state law does not require a CASp inspection
of the subject premises, the commercial property owner or lessor may not prohibit the lessee or
tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential
occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually
agree on the arrangements for the time and manner of the CASp inspection, the payment of the
fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of
construction -related accessibility standards within the premises.
23.15 Time of the Essence. Time is of the essence of this Lease and each and all of its
provisions.
23.16 Entire Agreement. This Lease contains all of the agreements of the parties hereto
with respect to any matter covered or mentioned in this Lease, and no prior agreements or
understandings pertaining to any such matter shall be effective for any purpose. No provision of
this Lease may be amended or added except by an agreement in writing signed by the parties
hereto or their respective successors -in -interest.
23.17 Counterparts. This Lease may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which, together, shall constitute one and the same
instrument.
Landlord and Tenant have executed this Lease as of the day and year first above written.
TENANT:
City of San Rafael,
a municipal��rporapn
By: 4 X i V v
C ' ti lilovich
Its: City Manager
Dater
APPROV S �7r_"
By:
Geneviev le
Assi st City Attorney
Date: U I U I
LANDLORD:
Goldsganent,
Inc.,
aC iion
By: 9)
Paul i (�-o4_0j 0 /E_ 0
Its: PA
Date: '
16
EXHIBIT A
PREMISES
EXHIBIT A
7�
Ater
_St —.
A.th- St -
I�D,,,yide • '
pe
xwell nn.
k- - �
Lk,A.
-1
C COMRINR"i Media Center
f Mar'i*n* ri*nl,-.
Vivalon
Virg o,,,V,g'rn i's he�
nva ShA-d,lno
4th St
1
Rafael Joe
Ian, Us el
Fro Treats Is
EXHIBIT B
LANDLORD WORK
• Repair all exterior lighting to its operational state.
• Repaint the front and back exterior walls of the Building in either dark blue (see dark
blue below) or a neutral shade selected by Landlord and comparable to the existing paint
color currently on the Building exterior.
Dark Blue
• Remove window film from the front windows of the Building and clean the windows.
EXHIBIT B
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: Library & Recreation
Project Manager: Catherine Quffa Extension: 3078
Contractor Name: Goldstone Management, Inc.
Contractor's Contact: Paul Goldstone Contact's Email: paul@goldstonemgmt.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step RESPONSIBLE DESCRIPTION
DEPARTMENT
1 Project Manager a. Email PINS Introductory Notice to Contractor
b. Email contract (in Word) and attachments to City
Attorney c/o Laraine.Gittens@cityofsanrafael.org
2 City Attorney a. Review, revise, and comment on draft agreement
and return to Project Manager
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3 Department Director Approval of final agreement form to send to
contractor
4 Project Manager Forward three (3) originals of final agreement to
contractor for their signature
5 Project Manager When necessary, contractor -signed agreement
agendized for City Council approval *
*City Council approval required for Professional Services
Agreements and purchases of goods and services that exceed
$75,000; and for Public Works Contracts that exceed $175,000
_
PRINT
Project Manager
Date of City Council approval
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Forward signed original agreements to City
City Attorney
Attorney with printed copy of this routing form
7
Review and approve hard copy of signed
agreement
8
City Attorney
Review and approve insurance in PINS , and bonds
(for Public Works Contracts)
9
City Manager / Mayor
Agreement executed by City Council authorized
official
Attest signatures, retains original agreement and
10
City Clerk
forwards copies to Project Manager
COMPLETED
DATE _
N/A
5/15/2024
5/22/2024
N/A
5/22/2024
5/22/2024
® N/A
Or
Click here to
enter a date
6/6/2024
REVIEWER
Check/Initial
El
❑X CGQ
❑X Lease
developed by
Lisa Maxwell,
BWS Law
0
0 CGO
❑X CGQ
❑X
CQ