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HomeMy WebLinkAboutCS Falkirk Office Space Rental AgreementC,rr of Agenda Item No: 4. d n. Meeting Date: October 7, 2013 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Community Services Prepared by: Carlene McCart, Director City Manager Approval% SUBJECT: RESOLUTION ACCEPTING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A RENTAL AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND MICHAEL. STOCKER, DESIGN COMMUNICATIONS AND DAVID HASKELL ASSOCIATES FOR USE OF OFFICE SPACE IN THE FALKIRK CULTURAL CENTER RECOMMENDATION: Approve the Resolution BACKGROUND: The second floor of the Falkirk Cultural Center includes a suite of three rooms that has been rented in the past as office space for private business and commercial purposes. The suite is approximately 800 square feet and has an independent entrance and security system. Over fifteen years four tenants have leased the space from the City. The current tenant, Basis Architecture and Consulting. Iuc vacated at the end of July of this year. ANALYSIS: Michael Stocker, Design Communications and David Haskell and Associates ("Renters") are a design firm, a marketing firm, and professional consultant wishing to share office space as related businesses. 'The proposed use of the suite is consistent with the mission of the Cultural Center and the preservation of the historical significance of the structures and grounds. Renters employ six staff members, a minimal impact the public use of the mansion and grounds. FISCAL. IMPACT: The monthly rental fee is $920 with a 2.5% annual increase. The fee is consistent with rates charged for rental space in non-profit facilities. The annual rental revenue, $11,040 will be applied to the support of Falkirk Cultural Center operations. OPTIONS: Approve the Resolution Reject the Resolution ACTION REQUIRED: Encls. 1. Resolution accepting and authorizing the City dlanager to execute a Rental Agreement between the City of San Rafael and Michael Stocker. Design Communications and David Haskell and Associates for use of office space in the Falkirk Cultural Center 2. Draft Rental Agreement Between the City of San Rafael and Michael Stocker, Design Communications and David Haskell and Associates for Use of Office Space in the Falkirk Cultural Center FOR CITY CLERK ONLY File No.: !+_io -_& -7 Council Meeting: t -(:)/ .;Its;:rs Disposition: r 6 RESOLUTION NO. 13620 Mn�F RESOLUTION ACCEPTING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A RENTAL AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND MICHAEL STOCKER, DESIGN COMMUNICATIONS AND DAVID HASKELL ASSOCIATES, FOR USE OF OFFICE SPACE IN THE FALKIRK CULTURAL CENTER WHEREAS, the City has a three room suite for rent on the second floor of the Falkirk Cultural Center; and WHEREAS, Michael Stocker, Design Communications and David Haskell Associates ("Renters") require office space for operations; and WHEREAS, the City will receive a monthly payment of $920 from the Renters for use of the space; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES AS FOLLOWS: To authorize the City Manager on behalf of the City of San Rafael, to execute a rental Agreement Between the City of San Rafael and Michael Stocker, Design Communications and David Haskell and Associates for use of office space in the Falkirk Cultural Center, a copy of which is hereby attached and by this reference made a part hereof. I, ESTER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Monday, the seventh day of October, 2013 by the following vote, to wit: AYES: COUNCILMEMBERS: Colin, Connolly, Heller, McCullough & Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None ESTH^ffER C. BEIRNE, CITY CLERK THE OCEAN FOUNDATION MEMORANDUM OF UNDERSTANDING and AGREEMENT Between THE OCEAN FOUNDATION, DAVID HASKELL, and KIKI LaPORTA d.b.a. DESIGN COMMUNICATIONS This Memorandum of Understanding and Agreement ("Agreement') is entered into between The Ocean Foundation ("TOF"), David Haskell ("DH"), and Kiki LaPorta d.b.a. Design Communications ("Design") (Collectively "the Parties" or "co -tenants") for the purpose of describing their individual responsibilities with respect to the terms and obligations of that certain Lease Agreement (hereinafter "Lease Agreement"), dated November, 2013 between the Parties (as co -tenants) and the City of San Rafael ("Landlord's for the use of office space in the Falkirk Cultural Center ("Premises"). It is expressly understood that TOF, DH and Design are jointly and severally liable to Landlord for all obligations and responsibilities of the Lease Agreement. This Agreement sets forth the understandings between the Parties as to specific details related to fulfilling their obligations under the Lease Agreement. Accordingly, the Parties agree as follows: 1. Rent, Fees. Adiustments. Taxes a. The monthly rental payments for the first year due to Landlord shall be split between the Parties as follows: I. TOF shall pay $540 per month; IL DH shall pay $190 per month; and W. Design shall pay $190 per month. The annual adjustment of 2.5% per year shall be split equally between the co -tenants. b. In the event that the Lease Agreement is amended and another tenant is added for this space, the respective rental obligations of the Parties shall be reapportioned fairly to account for such additional tenants use of the office area and common spaces. c. TOF agrees to remit payment of the full rental obligation to Landlord of US nine hundred and twenty dollars ($920.00) on behalf of the Parties each month by the I e day of the month for the month for which a rental payment is due. DH and Design both agree to pay their respective shares of the rent to TOF no later than the 22nd day of the month preceding the month for which a rental payment from the Parties is due. d. Any fees required to be paid to Landlord in accordance with Section 3(B), related to use of the Center facilities not included in the Premises, shall be paid directly by the Party engaging in such use. e. In the event that TOF is required to pay Landlord for any taxes or assessments related to the Premises in accordance with Section 6 of the Lease Agreement, DH and Design both agree to reimburse TOF for their fair share of one-third each of such tax or assessment, payable immediately upon receipt of notice from TOF that such payment to Landlord is required. f. In the event that TOF is required to pay Landlord for any repairs to the Premises in accordance with Section 7 of the Lease Agreement DH and Design both agree to reimburse TOF for their fair share of one-third each of such cost of repairs, payable immediately upon receipt of notice from TOF that such payment to Landlord is required. 2. First Month's Rent and Security Deposit TOF, DH and Design agree that together they shall pay an equivalent of one month's rent as their share of the security deposit owed to Landlord. TOF shall remit payment of the entire security deposit to Landlord on behalf of the Parties, together with the first month's rent DH and Design both agree to remit payment of their equivalent share of the security deposit together with their shares of the first month's rent, to TOF no later than 15 days following the execution of this Agreement. 3. Allocation of Space DH and Design shall have exclusive use of the western -most office space as agreed between the Parties. TOF shall have exclusive use of the remaining office space in the Premises as agreed between the Parties. Each of the Parties shall share non-exclusive use of the kitchenette, two bathrooms, and the common access area. 4. Internet and Wireless Services All internet and wireless services procured to serve the rental space will be jointly shared and each Party shall pay an equal share of the cost of such services. Accordingly, each Party agrees to pay one third of the cost of Internet and wireless services. In the event that any other tenants are added to occupy the back offices, the cost of these services will be reapportioned. IQ S. Cleaninq Each Party shall be responsible for the cleaning and maintenance of its respective designated office space. Cleaning and maintenance of the kitchenette, bathrooms and common access area shall be the joint responsibility of all tenants. 6. Events in the Rental Space In the event that a Party to this Agreement desires to hold a public event, such Party must give written notice to both of the other Parties at least one month in advance of such event. The timing of any public event must be coordinated with each of the other tenants. Any Fees owed to Landlord in connection with such event are the sole responsibility of the Party holding the event. 7. Tenn The term of this Agreement shall coincide directly with the term of the Lease Agreement, except that any accrued financial obligations due to TOF as described herein shall survive the expiration of the term. 8. Default on Pavments to TOF a. In the event that either DH or Design fails to make any payment to TOF as required in Sections 1 or 2 hereof, TOF, in its sole discretion, may elect to make its payment to Landlord on behalf of such defaulting co -tenant in accordance with Section 1(c) and/or (d). If such defaulting co -tenant fails to cure its default within 30 days, or fails to remit payment to TOF for a second month, such defaulting co -tenant shall be considered in breach of this Agreement AND of the Lease Agreement, and TOF shall stop remitting payment to Landlord on such co -tenant's behalf. b. DH and Design each expressly agree that in the event that either of them defaults on a payment to TOF that is required pursuant to Sections 1 and/or 2 hereof, TOF has the right to utilize any legal means available to collect such defaulted payment. c. Any defaulting co -tenant as described in this section agrees to indemnify, hold harmless, and defend the other co -tenants, their officers, directors, agents and employees against any and all costs, expenses, claims or liabilities (including attomey's fees and other costs of defending any action or proceeding) incurred as a result of the default. 9. Insurance Requirements Each Party is required to acquire and maintain its own liability insurance in accordance with the terms of Section 11 the Lease Agreement. Each Party is similarly required to acquire and maintain its own contents insurance adequate to cover its office equipment, furnishings, and supplies, and sufficient to cover its share of the contents of the common areas. 10. Amendments All signatories to this Agreement must agree to any proposed amendments to this Agreement. No amendment shall be effective until it is set forth in a written document that is signed by each of the Parties. 11. Termination of Lease Any Party may terminate this Agreement so long as such party has terminated the Lease Agreement in full compliance with the requirements of termination as set forth in the Lease Agreement. 12. It is exDressiv understood that nothing in this Aareement shall be interoreted to relieve anv Partv from its ioint and several liability to Landlord for the rewonsibilities and obligations set forth in the, Lease Aweement. 13. Notice Notices under this Agreement shall be provided by facsimile, overnight mail, or may be scanned and sent by electronic mail to the designated representatives. For the purposes of this Agreement, the following individuals shall represent the Parties hereto. For The Ocean Foundation Mark J Spalding, President The Ocean Foundation 1990 M Street, NW Suite 250 Washington, DC 20036 202-887-8992 (phone) 202-887-8987 (fax) mspjqlding@oceanfdn.org W4 Michael Stocker Ocean Conservation Research (a Project of TOF) P.O. Box 559 Lagunitas, CA 94938 415-488-0553 (phone) mstocker@msa-,desigR.q9m For David Haskell David Haskell 25 Glen Dr Fairfax, CA 94930 Ph. (415) 342-8123 david@gardenkids.net For Design Communications For Design Communications Kiki KikPladboft M6*06dgwMainatiarisations 25 Glen Dr. Fairfax CA 94930 Ph. (415) 461-6677 Kiki LaPorta kiki@descomstudios.com [address] [THIS SPACE INTENTIONALLY LEFT BLANK] 4 IN WITNESS WHEREOF, the parties hereto acknowledge their agreement with the terms and conditions set forth herein, effective upon execution. THE OCEAN FOUNDATION By: / ' J Mark J. , Pr 'dE Date: I i• �` r .. 1� KIKI PORTA, d.b.a. DESIGN COMMUNICATIONS x By: Date: Kiki LaPorta S Rental Aureement Between the Citv of San Rafael and Michael Stocker, Design Communications and David Haskell RENTERS For Use of Office Space in the Falkirk Cultural Center This Agreement is made on the day of , 2013, between the CITY OF SAN RAFAEL ("CITY" herein), a chartered Municipal Corporation organized and existing under the laws of the State of California and MICHAEL STOCKER, Design Communications and David Haskell RENTERS ("RENTERS" herein), a private corporation existing in Marin County, California for the purpose of design services in the area; and WHEREAS, City is the owner of certain real property located at 1408 Mission Avenue, San Rafael, California, commonly known as Falkirk Cultural Center consisting of the mansion and grounds ("CENTER", herein) and said CENTER contains a second floor office space ("PREMISES", herein) as is more particularly described in the diagram attached and incorporated herein as Exhibit "A", and WHEREAS, CITY is willing to rent PREMISES to RENTERS and RENTERS is willing to rent PREMISES from CITY for office uses related to its business activities pursuant to the provision of this Agreement. NOW, THEREFORE, the Parties agree as follows: 1. RENTAL OF PREMISES. CITY agrees to rent to RENTERS, and RENTERS agrees to rent from CITY, space on the second floor of the CENTER located at 1408 Mission Avenue in the City of San Rafael, consisting of three rooms, D, E, F (PREMISES, herein) as is more particularly described in Exhibit "A", and the use of room G, a restroom facility attached hereto and incorporated herein. RENTERS understands, acknowledges and agrees that it is renting PREMISES "as is". 2. TERM. This Agreement shall commence on September 1, 2013, and shall continue thereafter until the Agreement is terminated by either party upon giving notice of termination to the other party at least sixty (60) days in advance of the effective date of the termination. RENT, DEPOSIT AND FEES. A. Rent. RENTERS shall pay to CITY as rent, without deduction, setoff, prior notice, or demand, the sum of Nine Hundred, Twenty Dollars ($920.00) per month in advance on the first (0) day of each month. RENTERS shall pay prorated rental payment for first month if this Agreement commences after the I" of the month. The rent amount paid by RENTERS includes RENTERS' share of PG&E utility costs, garbage, water, and security alarm services. CITY shall provide RENTERS with five (5) keys to PREMISES. B. Fees. For any and all programs and events which it sponsors, produces or manages utilizing CENTER facilities not included in PREMISES, RENTERS shall pay CITY any and all associated fees for reservation, staffing, insurance and all other associated costs. RENTERS shall pay any and all costs associated with RENTERS officers, employees, visitors or agents incurring costs associated with false security alarms in CENTER. C. Annual Rent Adjustment. The rent shall be adjusted annually on the anniversary of the Agreement each year in the amount of two and one half percent (2.5%) increase. D. Security Deposit. Prior to commencement of its tenancy, RENTERS shall pay to CITY a security deposit in the amount of Nine Hundred, Twenty Dollars ($920.00). Said deposit may be used by CITY in the event RENTERS fails to pay timely rent or causes damage to PREMISES. Upon termination of the Agreement and upon a finding by the CITY that RENTERS has 1) fully paid all amounts due to CITY, 2) has completely vacated the PREMISES and 3) has left PREMISES in the manner and in the condition specified in Section 18, CITY shall return deposit to RENTERS. 4. LATE CHARGES. If any installment of rent or any other sum due to CITY is not received from RENTERS within five (5) business days after such amount is due, then, without any requirement for notice to RENTERS, RENTERS shall pay to CITY a late charge equal to five percent (5%) of such overdue amount. 5. USE OF PREMISES; OPERATIONS. A. RENTERS shall use the PREMISES only for the purpose of conducting the business of the architectural and consulting firm. RENTERS shall not use nor permit the use of the whole or any part of the PREMISES for any other purpose without the CITY's prior written consent. RENTERS shall not conduct nor permit on PREMISES or on any portion of the CENTER, any activity or use of any sort that may be prohibited under standard forms of fire and liability insurance policies or by any federal state or local law or regulation. B. Parking for a maximum of five cars is reserved for RENTERS officers and employees Monday through Friday during regular business hours (8 a.m.-5.p.m.) in the rear parking lot behind the greenhouse structure. RENTERS officers and employees may not utilize general visitor parking in the driveway or areas on the CENTER grounds. 2 4 C. RENTERS may install on the CENTER grounds a maximum of two directional signs indicating PREMISES location. Size, design, wording, color and location of signs are to be approved by CITY prior to sign installation. 6. TAXES AND ASSESSMENTS. RENTERS understands, acknowledges and agrees that it is responsible for any and all taxes and assessments which may be levied upon RENTERS, including but not limited to any possessory interest tax. RENTERS shall pay all applicable taxes on its personal property, fixtures and leasehold or possessory interest in the leased PREMISES and any other assessment which may be lawfully levied. 7. MAINTENANCE AND REPAIR. RENTERS shall keep and maintain in good order, condition and repair, excepting only reasonable wear and tear, all portions of the PREMISES including without limitation, all fixtures, interior walls, floors ceilings, plumbing, windows, and heating facilities serving the rented PREMISES. Costs of repair for damages resulting from the acts or omissions of RENTERS, its employees, agents, officers, guests, visitors, and invitees will be paid by RENTERS. Repairs shall be performed by CITY's staff or CITY -retained contractors at the discretion and schedule determined by CITY staff. RENTERS shall ensure that the PREMISES meet all applicable federal, state and local laws, ordinances, codes and regulations prior to its occupancy of the PREMISES. 8. IMPROVEMENTS RENTERS shall not erect any permanent or temporary structures of any sort on the leased PREMISES, nor make nor cause to be made any alterations, improvements, additions, or fixtures that in any way affect the PREMISES or CENTER, without the express written consent of the CITY. All alterations, improvements or additions that are now or in the future attached permanently to the PREMISES shall become the property of CITY and shall remain with the Premises at the termination of the Agreement, except that CITY can elect within thirty (30) days of the termination of the Agreement to require RENTERS, at its sole cost and expense, to remove any alterations, improvements or additions which RENTERS has made to PREMISES. RENTERS or its contractor may paint the interior wall surfaces of the PREMISES with a color/shade that has been reviewed and approved in advance by the CITY. 9. DAMAGE OR DESTRUCTION. If the PREMISES are totally or partially destroyed from any cause, rendering the PREMISES totally or partially inaccessible or unusable, CITY may either continue or terminate this Agreement by giving notice to RENTERS within thirty (30) days of the date of destruction. If CITY elects to continue the Agreement in full force and effect, 3 k *fin R" then CITY shall restore PREMISES and the rent shall be abated, from the date of destruction until the date restoration is completed, in an amount proportionate to the extent to which the destruction interferes with RENTERS `s use of PREMISES. If CITY fails to give notice of its decision to terminate or to continue this Agreement within the thirty (30) day period, RENTERS may elect to terminate this Agreement. RENTERS waives the provisions of Civil Code sections 1932(2) and 1933(4) with respect to any destruction of the PREMISES. 10. INDEMNIFICATION. RENTERS shall indemnify, defend and hold harmless CITY, its officers, agents, contractors, invitees employees, from 1) any and all claims of liability for damage to property, for injury or for death to any person occurring in, on or about the rented PREMISES, or in, on or about the CENTER during RENTERS sponsored or supervised events, 2) any and all claims of liability arising from RENTERS' failure to perform any provision of this Agreement, 3) any and all claims of liability arising from any act or omission by RENTERS, its officers, agents, contractors, invitees, and employees, and 4) any and all damages, liability, fines, penalties and any other consequences arising from any noncompliance with or violation of any federal, state or local laws, codes, rules or regulations. 11. INSURANCE. A. During the term of this Agreement, RENTERS shall maintain, at no expense to CITY, the following insurance policies: 1. A broad form comprehensive general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage. 2. A property damage insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence B. The insurance coverage required of RENTERS by Section I LA, shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution. 2. The insurance policies shall be endorsed for contractual liability and personal injury. 3. The insurance policies shall be specifically endorsed to include, without cost to CITY, the CITY, its officers, agents, employees and volunteers, as additionally named insureds under the policies. 0 2 4. RENTERS shall provide CITY, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to CITY. 6. The insurance shall be approved as to form and sufficiency by CITY's Risk Manager and City Attorney. C. If it employees any person, RENTERS shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both RENTERS and CITY against all liability for injuries to RENTERS officers, agents, volunteers and employees. D. Any deductibles or self-insured retentions in RENTERS' insurance policies must be declared to and approved by the CITY's Risk Manager and the City Attorney. 12. COMPLIANCE WITH ALL LAWS. RENTERS shall observe and comply with all applicable laws, ordinances, codes and regulations of all governmental agencies, including federal, state, municipal and local bodies having jurisdiction over any or all of RENTERS' activities. All RENTERS' activities must be in accordance with these laws, ordinances, codes, and regulations and RENTERS shall indemnify, defend and hold CITY harmless from and all claims and actions arising out of RENTERS' alleged or actual failure to comply with all applicable laws, ordinances, codes and regulations. 13. NON-DISCRIMINATION. RENTERS agrees not to, and shall not discriminate against any person because of race, color, religion, ancestry, national origin, age, sex pregnancy, marital status, sexual preference or disability in violation of any federal, state or local laws and regulations. 14. ASSIGNMENT AND SUBLETTING. 5 RENTERS shall not assign this Agreement, nor sub -rent all or any part of the PREMISES, or allow any other person or entity (except RENTERS' employees and guests) to occupy or use all or any part of the leased PREMISES, without first obtaining CITY's written consent. Any assignments, encumbrance, or sub -rental without CITY's written consent shall be voidable. No consent to any assignment, encumbrance, or sublease shall constitute a further waiver of the provisions of this paragraph. 15. ENTRY. CITY and its authorized representatives shall have the right to enter the PREMISES at all reasonable times for any reasonable purpose, including but not limited to: A. Determine whether the PREMISES are in good condition B. Determine whether RENTERS is complying with all of its obligations under the Agreement. C. Perform any necessary maintenance of PREMISES. D. Protect and ensure the safety of CENTER and the people using CENTER and of the general public. 16. NOTICES. A written notice required by the terms and conditions of this Agreement shall be deemed served when a party sends the notice in an envelope addressed to the other party to this lease and deposit it with the U. S. Postal Service, postage prepaid. For purposes of this Agreement, notices shall be addressed as follows: To CITY: Carlene McCart, Director San Rafael Community Service P.O. Box 151560 San Rafael, CA 94915-1560 To RENTERS: Michael Stocker Michal Stocker RENTERS P.O. Box 559 Lagunitas, CA 94938 Service of Notice on any of the lessees shall be deemed service on all lessees. 17. WAIVER. N No delay or omission in the exercise of any right or remedy of CITY on any default by RENTERS shall impair such a right or remedy or be construed as a waiver. The receipt and acceptance by CITY of delinquent rent shall not constitute a waiver of any other default; it shall constitute only a waiver of timely payment for the particular rent payment involved. Any waiver by CITY 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. CITY's consent to or approval of any act by RENTERS requiring CITY's consent or approval shall not be deemed to waive or render unnecessary CITY's consent to or approval of any subsequent act by RENTERS. 18. SURRENDER OF PREMISES, REMOVAL OF PERSONAL PROPERTY. At the termination of this Agreement, RENTERS shall 1) vacate PREMISES and surrender PREMISES, in as good a state and condition as when the rental term began, excepting only reasonable wear and tear; and 2) remove all property which is not a fixture of or permanent attachment on PREMISES and which is owned by RENTERS. If RENTERS fails to remove all personal property from PREMISES and after CITY has given due notice as required by law, CITY shall remove and store all said personal property at the sole cost and expense of RENTERS. The personal property shall only be released to RENTERS upon payment of all CITY incurred costs. 19. ATTORNEY'S FEES If either party commences an action 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 attorney's fees and costs of suit, including costs of administration. 20. COVENANTS AND CONDITIONS. Each term and each provision of this lease performable by RENTERS shall be understood and construed as both a covenant and a condition. 21. TIME OF ESSENCE. Time shall be of the essence of each provision of this lease. 22. TERMS BINDING ON SUCCESSORS. All the terms, covenants and conditions of this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties to this Agreement. The provisions of this section shall not be deemed a waiver of any of the conditions against assignment contained in this Agreement. 23. GOVERNING LAW. 7 The laws of the State of California shall govern this lease. 24. ENTIRE AGREEMENT, AMENDMENTS. This Agreement and all exhibits attached and any documents expressly incorporated by reference contain the entire Agreement between the parties regarding the rental of the PREMISES described herein and shall supersede any and all prior agreements, oral or written, between the parties regarding the rental of the PREMISES. This Agreement cannot be altered or otherwise modified except by a written amendment executed by the parties. IN WITNESS WHEREOF, CITY and RENTERS have executed this lease as of the date written on the first paragraph of this lease. CITY OF SAN RAFAEL MICHAEL STOCKER RENTERS Nancy Mackle, City Manager Michael Stocker, President Carlene McCart, Community Services Director Approved as to Form Robert F. Epstein, City Attorney •,wry G4vw;.vyx ymi +�rcmayi. �wu r Rental AEreement Between the Citv of San Rafael and Michael Stocker, Desien Communications and David Haskell Associates For Use of Office Space in the Falkirk Cultural Center This Agreement is made on the day of , 2013, between the CITY OF SAN RAFAEL ("CITY" herein), a chartered Municipal Corporation organized and existing under the laws of the State of California and MICHAEL STOCKER, Design Communications and David Haskell RENTERS ("RENTERS" herein), a private corporation existing in Marin County, California for the purpose of design services in the area; and WHEREAS, City is the owner of certain real property located at 1408 Mission Avenue, San Rafael, California, commonly known as Falkirk Cultural Center consisting of the mansion and grounds ("CENTER", herein) and said CENTER contains a second floor office space ("PREMISES", herein) as is more particularly described in the diagram attached and incorporated herein as Exhibit "A", and WHEREAS, CITY is willing to rent PREMISES to RENTERS and RENTERS is willing to rent PREMISES from CITY for office uses related to its business activities pursuant to the provision of this Agreement. NOW, THEREFORE, the Parties agree as follows: 1. RENTAL OF PREMISES. CITY agrees to rent to RENTERS, and RENTERS agrees to rent from CITY, space on the second floor of the CENTER located at 1408 Mission Avenue in the City of San Rafael, consisting of three rooms, D, E, F (PREMISES, herein) as is more particularly described in Exhibit "A", and the use of room G, a restroom facility attached hereto and incorporated herein. RENTERS understands, acknowledges and agrees that it is renting PREMISES "as is". 2. TERM. This Agreement shall commence on October 8, 2013, and shall continue thereafter until the Agreement is terminated by either party upon giving notice of termination to the other party at least sixty (60) days in advance of the effective date of the termination. 3. RENT, DEPOSIT AND FEES. A. Rent. RENTERS shall pay to CITY as rent, without deduction, setoff; prior notice, or demand, the sum of Nine Hundred, Twenty Dollars (5920.00) per month in advance on the first (I") day of each month. RENTERS shall pay prorated rental payment for first month if this Agreement commences after the 1st of the month. The rent amount paid by RENTERS includes RENTERS' share of PG&E utility costs, garbage, water, and security alarm services. CITY shall provide RENTERS with five (5) keys to PREMISES. B. Fees. For any and all programs and events which it sponsors, produces or manages utilizing CENTER facilities not included in PREMISES, RENTERS shall pay CITY any and all associated fees for reservation, staffing, insurance and all other associated costs. RENTERS shall pay any and all costs associated with RENTERS officers, employees, visitors or agents incurring costs associated with false security alarms in CENTER. C. Annual Rent Adjustment. The rent shall be adjusted annually on the anniversary of the Agreement each year in the amount of two and one half percent (2.5%) increase. D. Security Deposit. Prior to commencement of its tenancy, RENTERS shall pay to CITY a security deposit in the amount of Nine Hundred, Twenty Dollars ($920.00). Said deposit may be used by CITY in the event RENTERS fails to pay timely rent or causes damage to PREMISES. Upon termination of the Agreement and upon a finding by the CITY that RENTERS has 1) fully paid all amounts due to CITY, 2) has completely vacated the PREMISES and 3) has left PREMISES in the manner and in the condition specified in Section 18, CITY shall return deposit to RENTERS. 4. LATE CHARGES. If any installment of rent or any other sum due to CITY is not received from RENTERS within five (5) business days after such amount is due, then, without any requirement for notice to RENTERS, RENTERS shall pay to CITY a late charge equal to five percent (5%) of such overdue amount. USE OF PREMISES; OPERATIONS. A. RENTERS shall use the PREMISES only for the purpose of conducting the business of the architectural and consulting firm. RENTERS shall not use nor permit the use of the whole or any part of the PREMISES for any other purpose without the CITY's prior written consent. RENTERS shall not conduct nor permit on PREMISES or on any portion of the CENTER, any activity or use of any sort that may be prohibited under standard forms of fire and liability insurance policies or by any federal state or local law or regulation. B. Parking for a maximum of five cars is reserved for RENTERS officers and employees Monday through Friday during regular business hours (8 a.m.-5.p.m.) in the rear parking lot behind the greenhouse structure. RENTERS officers and employees may not utilize general visitor parking in the driveway or areas on the CENTER grounds. 0 C. RENTERS may install on the CENTER grounds a maximum of two directional signs indicating PREMISES location. Size, design, wording, color and location of signs are to be approved by CITY prior to sign installation. 6. TAXES AND ASSESSMENTS. RENTERS understands, acknowledges and agrees that it is responsible for any and all taxes and assessments which may be levied upon RENTERS, including but not limited to any possessory interest tax. RENTERS shall pay all applicable taxes on its personal property, fixtures and leasehold or possessory interest in the leased PREMISES and any other assessment which may be lawfully levied. 7. MAINTENANCE AND REPAIR. RENTERS shall keep and maintain in good order, condition and repair, excepting only reasonable wear and tear, all portions of the PREMISES including without limitation, all fixtures, interior walls, floors ceilings, plumbing, windows, and heating facilities serving the rented PREMISES. Costs of repair for damages resulting from the acts or omissions of RENTERS, its employees, agents, officers, guests, visitors, and invitees will be paid by RENTERS. Repairs shall be performed by CITY's staff or CITY -retained contractors at the discretion and schedule determined by CITY staff. RENTERS shall ensure that the PREMISES meet all applicable federal, state and local laws, ordinances, codes and regulations prior to its occupancy of the PREMISES. 8. IMPROVEMENTS RENTERS shall not erect any permanent or temporary structures of any sort on the leased PREMISES, nor make nor cause to be made any alterations, improvements, additions, or fixtures that in any way affect the PREMISES or CENTER, without the express written consent of the CITY. All alterations, improvements or additions that are now or in the future attached permanently to the PREMISES shall become the property of CITY and shall remain with the Premises at the termination of the Agreement, except that CITY can elect within thirty (30) days of the termination of the Agreement to require RENTERS, at its sole cost and expense, to remove any alterations, improvements or additions which RENTERS has made to PREMISES. RENTERS or its contractor may paint the interior wall surfaces of the PREMISES with a color/shade that has been reviewed and approved in advance by the CITY. 9. DAMAGE OR DESTRUCTION. If the PREMISES are totally or partially destroyed from any cause, rendering the PREMISES totally or partially inaccessible or unusable, CITY may either continue or terminate this Agreement by giving notice to RENTERS within thirty (30) days of the date of destruction. If CITY elects to continue the Agreement in fill force and effect, 3 then CITY shall restore PREMISES and the rent shall be abated, from the date of destruction until the date restoration is completed, in an amount proportionate to the extent to which the destruction interferes with RENTERS `s use of PREMISES. If CITY fails to give notice of its decision to terminate or to continue this Agreement within the thirty (30) day period, RENTERS may elect to terminate this Agreement. RENTERS waives the provisions of Civil Code sections 1932(2) and 1933(4) with respect to any destruction of the PREMISES. 10. INDEMNIFICATION. RENTERS shall indemnify, defend and hold harmless CITY, its officers, agents, contractors, invitees employees, from 1) any and all claims of liability for damage to property, for injury or for death to any person occurring in, on or about the rented PREMISES, or in, on or about the CENTER during RENTERS sponsored or supervised events, 2) any and all claims of liability arising from RENTERS' failure to perform any provision of this Agreement, 3) any and all claims of liability arising from any act or omission by RENTERS, its officers, agents, contractors, invitees, and employees, and 4) any and all damages, liability, fines, penalties and any other consequences arising from any noncompliance with or violation of any federal, state or local laws, codes, rules or regulations. 11. INSURANCE. A. During the term of this Agreement, RENTERS shall maintain, at no expense to CITY, the following insurance policies: 1. A broad form comprehensive general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage. 2. A property damage insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence B. The insurance coverage required of RENTERS by Section I LA, shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution. 2. The insurance policies shall be endorsed for contractual liability and personal injury. 3. The insurance policies shall be specifically endorsed to include, without cost to CITY, the CITY, its officers, agents, employees and volunteers, as additionally named insureds under the policies. C! 4. RENTERS shall provide CITY, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to CITY. 6. The insurance shall be approved as to form and sufficiency by CITY's Risk Manager and City Attorney. C. If it employees any person, RENTERS shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both RENTERS and CITY against all liability for injuries to RENTERS officers, agents, volunteers and employees. D. Any deductibles or self-insured retentions in RENTERS' insurance policies must be declared to and approved by the CITY's Risk Manager and the City Attorney. 12. COMPLIANCE WITH ALL LAWS. RENTERS shall observe and comply with all applicable laws, ordinances, codes and regulations of all governmental agencies, including federal, state, municipal and local bodies having jurisdiction over any or all of RENTERS' activities. All RENTERS' activities must be in accordance with these laws, ordinances, codes, and regulations and RENTERS shall indemnify, defend and hold CITY harmless from and all claims and actions arising out of RENTERS' alleged or actual failure to comply with all applicable laws, ordinances, codes and regulations. 13. NON-DISCRIMINATION. RENTERS agrees not to, and shall not discriminate against any person because of race, color, religion, ancestry, national origin, age, sex pregnancy, marital status, sexual preference or disability in violation of any federal, state or local laws and regulations. 14. ASSIGNMENT AND SUBLETTING. RENTERS shall not assign this Agreement, nor sub -rent all or any part of the PREMISES, or allow any other person or entity (except RENTERS' employees and guests) to occupy or use all or any part of the leased PREMISES, without first obtaining 5 CITY's written consent. Any assignments, encumbrance, or sub -rental without CITY's written consent shall be voidable. No consent to any assignment, encumbrance, or sublease shall constitute a further waiver of the provisions of this paragraph. 15. ENTRY. CITY and its authorized representatives shall have the right to enter the PREMISES at all reasonable times for any reasonable purpose, including but not limited to: A. Determine whether the PREMISES are in good condition B. Determine whether RENTERS is complying with all of its obligations under the Agreement. C. Perform any necessary maintenance of PREMISES. D. Protect and ensure the safety of CENTER and the people using CENTER and of the general public. 16. NOTICES. A written notice required by the terms and conditions of this Agreement shall be deemed served when a party sends the notice in an envelope addressed to the other party to this lease and deposit it with the U. S. Postal Service, postage prepaid. For purposes of this Agreement, notices shall be addressed as follows: To CITY: Carlene McCart, Director San Rafael Community Service P.O. Box 151560 San Rafael, CA 94915-1560 To RENTERS: Michael Stocker, Design Communications and David Haskell Associates c/o Michael Stocker P.O. Box 559 Lagunitas, CA 94938 Service of Notice on any of the lessees shall be deemed service on all lessees. 17. WAIVER. No delay or omission in the exercise of any right or remedy of CITY on any default by RENTERS shall impair such a right or remedy or be construed as a waiver. The receipt and acceptance by CITY of delinquent rent shall not constitute a waiver of any other default; it shall constitute only a waiver of timely payment for the particular [: rent payment involved. Any waiver by CITY 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. CITY's consent to or approval of any act by RENTERS requiring CITY's consent or approval shall not be deemed to waive or render unnecessary CITY's consent to or approval of any subsequent act by RENTERS. 18. SURRENDER OF PREMISES, REMOVAL OF PERSONAL PROPERTY. At the termination of this Agreement, RENTERS shall 1) vacate PREMISES and surrender PREMISES, in as good a state and condition as when the rental term began, excepting only reasonable wear and tear; and 2) remove all property which is not a fixture of or permanent attachment on PREMISES and which is owned by RENTERS. If RENTERS fails to remove all personal property from PREMISES and after CITY has given due notice as required by law, CITY shall remove and store all said personal property at the sole cost and expense of RENTERS. The personal property shall only be released to RENTERS upon payment of all CITY incurred costs. 19. ATTORNEY'S FEES If either party commences an action 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 attorney's fees and costs of suit, including costs of administration. 20. COVENANTS AND CONDITIONS. Each term and each provision of this lease performable by RENTERS shall be understood and construed as both a covenant and a condition. 21. TIME OF ESSENCE. Time shall be of the essence of each provision of this lease. 22. TERMS BINDING ON SUCCESSORS. All the terms, covenants and conditions of this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties to this Agreement. The provisions of this section shall not be deemed a waiver of any of the conditions against assignment contained in this Agreement. 23, GOVERNING LAW. The laws of the State of California shall govern this lease. 24. ENTIRE AGREEMENT, AMENDMENTS. 7 fin.• This Agreement and all exhibits attached and any documents expressly incorporated by reference contain the entire Agreement between the parties regarding the rental of the PREMISES described herein and shall supersede any and all prior agreements, oral or written, between the parties regarding the rental of the PREMISES. This Agreement cannot be altered or otherwise modified except by a written amendment executed by the parties. IN WITNESS WHEREOF, CITY and RENTERS have executed this lease as of the date written on the first paragraph of this lease. CITY OF SAN RAFAEL MICHAEL STOCKER Nancy Mackie, City Manager Michael Stocker Carlene McCart, Community Services Director Approved as to Form Robert F. Epstein, City Attorney g I I I % I I � ttl Im cd 4-) 0 (1) lu � 4J ca U CT Lt U) to O LO Ul C4 r- zT u 19 rpt ce. rff F:- PA4 fJ LO 0 .6 CITY OF SAN RAFAEL ROUTING SLIP / APPROVAL FORM INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT, ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY. SRRA / SRCC AGENDA ITEM NO. 4. d DATE OF MEETING: October 7, 2013 ITEM: Rental Agreement Between the City of San Rafael and f ray for Use of Office Space in the Falkirk Cultural Center C FROM: Carlene McCart, Director DEPARTMENT: Community Services DATE: September 27, 2013 Department Head (signature) (LOWER HALF OF FORM FOR APPROVALS ONLY) APPROVED AS COUNCIL / AGENCY AGENDA ITEM: City Manager (signature) NOT APPROVED REMARKS: APPROVED AS TO FORM: City Attorney (signature) ) Esther Beirne From: Michael Stocker <mstocker@msa-design.com> Sent: Thursday, October 10, 2013 12:21 PM To: Carlene McCart Cc: Beth Goldberg; Esther Beirne; 'Karen Muir Nabhan'; Tamika L. Washington Subject: RE: Falkirk Lease Categories: Red Category Carlene I hare. just spoken \vith The Ocean Foundation (TOF) and they will he the lessee. Could vou send res the agreenicnt dial the ('it% approved in a word doc`' Karen and Tamika from I OF are on this e-niail l'lianks �'llchat 7 From: Carlene McCart fmailto: Carlene. McCartCd)citvofsanrafael.oral Sent: Tuesday, October 08, 2013 6:14 PM To: Michael Stocker Cc: Beth Goldberg; Esther Beirne Subject: Falkirk Lease The Lease was approved by the City Council last night. The City Clerk is executing the paperwork from our end. We will need your signatures Michael, and copies of the insurance and we are good to go. Beth, please get the Lease document from Esther for Michael. Thanks. Welcome! Carlene McCart, Director San Rafael Community Services 618 B Street San Rafael, CA 94901 teL 415.485.3340 fax: 415.485.3186