HomeMy WebLinkAboutCM Marin History Museum Lease TerminationORIGINAL
LEASE TERMINATION AGREEMENT
This Lease Termination Agreement ("Agreement") is entered into this 16th day of
April, 2015, by and between the City of San Rafael, a California charter city (the "City" or
"Landlord") and the Marin History Museum, a California non-profit public benefit corporation
(the "Museum" or "Tenant") and.
WHEREAS, City and Museum are parties to that certain "Lease Agreement Between the
City of San Rafael and the Marin History Museum" dated April 15, 2002 (the "Lease"),
pursuant to which City, as Landlord, leased to Museum, as Tenant, for a term of fifty-five (55)
years, certain real property in the City's Boyd Memorial Park consisting of the historic "Boyd
Gate House" and adjacent premises, all as more particularly described in Exhibits "A" and
attached hereto and incorporated herein by reference (the "Premises"); and
WHEREAS, pursuant to the Lease, Museum agreed to construct and operate a new
museum building and related plazas, landscaped areas, parking area and tennis structure
(collectively the "Improvements"), and to repair and maintain the Premises in good condition;
and
WIIEREAS, Museum has not constructed the Improvements, and presently has
insufficient capital and operating fronds to provide for the required ongoing maintenance and
repair of the Premises; and
WHEREAS, in view of Museum's inability to perform its obligations under the Lease.
the parties now desire to provide for the termination of the Lease, and the return of the Premises
to City, prior to the current expiration date of the Lease.
NOW, THEREFORE, in consideration of mutual promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed as follow:
1. Termination. The parties agree that in lieu of the original expiration date of April 14,
2057. the Lease shall terminate on April 16, 2015 ("Termination Date").
2. Lease Termination Fee. On or before the Termination Date, in consideration for
City's release of Museum from its obligations under the Lease on the terms set forth in this
Agreement, and in place of any other right or remedy of City pursuant to the Lease, Museum
shall pay to City a Lease Termination Fee of Forty -Six Thousand Dollars ($46,000.00). Payment
shall be by cashier's check made payable to the "City of San Rafael" and delivered to City's City
Manager.
3. Surrender of Premises; Indemnification. On or before the Termination Date,
Museum shall surrender the Premises to City, in broom -clean "as is" condition. Section 13.1 of
the Lease shall continue in effect after the termination of the Lease, and shall govern Museum's
surrender of the Premises to City, excetut that the Museum shall surrender the Premises and
improvements in "as is" condition, and the Museum shall not be liable to the City for the City's
costs to remove any alterations introduced with the City's prior consent. That provision reads as
follows:
13.1 Surrender of Premises. On expiration of the term, or on termination of the
term as provided in the Lease, the Museum shall surrender to the City the
Premises and all the Museum's improvements thereon in good condition, except
for ordinary wear and tear and except for alterations that the Museum has the right
to remove. The Museum shall remove all its personal property within thirty (30)
days following expiration or termination of the Lease. The Museum shall
perform all restoration to the Premises made necessary by the removal of any
alterations or the Museum's personal property within the time periods stated in
this section. The City may elect to retain, or dispose of in any manner, any
alterations or the Museum's personal property that the Museum does not remove
from the Premises prior to expiration or termination of the term as allowed or
required by this Lease by giving at least ten (10) days' notice to the Museum.
Title to any such alterations or the Museum's personal property that the City elects
to retain or dispose of on expiration of the ten (10) -day period shall vest in the
City. The Museum waives all claims against the City for any damage to the
Museum resulting from the City's retention or disposition of any such alterations
or the Museum's personal property. The Museum shall be liable to the City for
g, removing, and disposing of any alterations or the
the City's costs for storin
Museum's personal property. If the Museum fails to surrender the Premises to the
City on expiration of the term as required by this section, the Museum shall
defend, indemnify, protect and hold the City harmless from all damages, claims or
liabilities resulting from the Museum's failure to surrender the Premises, including,
without limitation, claims made by a succeeding tenant resulting from the
Museum's failure to surrender the Premises.
4. Mutual Release.
Except for the obligations of the Parties as set forth in this Agreement, the Parties. for
themselves and their officers, employees, agencies, directors, shareholders, affiliates and
respective successors and assigns, hereby frilly release and discharge each other, together with
their respective officers, employees, agencies, directors, shareholders, affiliates and respective
successors and assigns, from any and all claims, actions, causes of action, agreements, demands,
contracts, covenants, obligations, duties, damages, losses, liabilities and expenses of whatever
kind or nature, In law, equity or otherwise, whether known or unknown, suspected or
unsuspected, anticipated or unanticipated, which each of the Parties have, had, or hereafter may
have, directly or indirectly, arising out of, in connection with, relating to or concerning in any
way the Lease.
5. Waiver of Civil Code, Section 142.
Each Party understands and agrees that the Mutual Release in this Agreement extends to
all claims of any nature and kind, known or unknown, suspected or unsuspected, anticipated or
unanticipated, arising out of, in connection with, relating to or concerning in any way, the Lease
and in that regard each Party acknowledges that its authorized representative has read,
considered and understands the provisions and significance of Section 1542 of the California
Civil Code, which reads as follows:
SECTION 1542. GENERAL RELEASE. A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH A
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.
Each Party understands and acknowledges that a risk exists that it incurred or suffered or
may incur or suffer, loss or damages as a result of the matters, facts, events, occurrences,
transactions, causes and things referred to in this Agreement which were unknown, unsuspected
or unanticipated at the time this Agreement was executed. Each Party assumes this risk, and
agrees that the foregoing release shall in all respects be effective and not subject to termination
or rescission.
EACH PARTY VOLUNTARILY, AND WITH FULL KNOWLEDGE OF ITS
SIGNIFICANCE, WAIVES AND RELINQUISHES ANY AND ALL RIGHTS THAT IT MAY
HAVE UNDER SECTION 1542 AS WELL AS UNDER THE PROVISIONS OF ALL
COMPARABLE, EQUIVALENT OR SIMILAR STATUTES AND PRINCIPLES OF
COMMON LAW OR OTHER DECISIONAL LAW OF ANY AND ALL STATES OF THE
UNITED STATES.
6. Final Agreement. This Agreement shall constitute the final agreement and
understanding of the parties on the subject matter hereof. This Agreement may be modified only
by a further writing signed by the parties. City and Museum each expressly acknowledge and
state that they have consulted their respective attorneys of record herein concerning all portions
of this Agreement and the mutual release set forth in paragraph 4 above, and have been fully
advised by their own attorneys with respect to their rights and obligations hereunder. City and
Museum each acknowledge that (1) this Agreement and its reduction to final form is the result of'
extensive good faith negotiations between them through their respective counsel; (2) said counsel
has carefully reviewed and examined this Agreement for execution by said parties; and (3) each
of them has cooperated in the drafting and preparation of this Agreement and therefore any
statute or rule of construction that ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Agreement.
7. Binding upon Successors and Assigns. This Agreement shall be for the benefit of
and be binding upon, the parties hereto and their respective successors and assigns.
8. Attorney's Fees. If any legal action is commenced to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs in
addition to any other relief to which the prevailing party may be entitled.
9. California Law; Illegality. This Agreement shall be governed by the laws of the
State of California. In case any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid, illegal or unenforceable provisions had not been contained herein.
10. Authority to Execute Agreement. Museum expressly represents and warrants that
its governing body has validly authorized the execution of this Agreement by the person signing
below on Museum's behalf, and that this Agreement, as so executed, will be binding upon
Museum.
11. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first set forth above.
l I1:7`►f17111JR0
City of San Rafael, a California
charter city
Nancy 94ackle
City Manager
Esther Beirne, City Clerk
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jqjFj a ffelffe-M
L
Lisa A. Goldfien, Ai .a—
Asst. lty Attorney
TENANT:
Marin History Musc,;u""1i, a California non -
prof t g�ublic b y„ O co ration
zz
By:
Title:
By:
Title: ..._
u
4
1"Il
. �,. Bank of Marin
1101 Fourth Street
San Rafael, CA 94901
I 0;l'
7 ,�e `�" tars
■FORTY-SIX THOUSAND TWO HUNDRED NINETY-FOUR DOLLARS AND SEVENTEEN CENTS ..........
Pay to the
Order of: CITY OF SAN RAFAEL
MARIN HISTORY MUSEUM
Remitter
11
90-4187
Cashiers Check IT I
CHECK NO.
DATE
290000242
04116'2015
AMOUNT I*****$46, 294.17
DOLLARS
NON-NEGOTIABLE
CUSTOMER COPY
d''IN 0:1!4p :G!11I D:13; 11! 9Ili"N V'li° v (. Vdq'i,.lh l: NVII $:Jj V .V"VPoIr&`. kld lFjNtalRK tl; 14 Nifl VVdGcll " !llM 14V p! hl !' l d E Iall v!1�IV " "3: iilNVN�"V l .
90-4187
Cashiers Check 121,
Ak-'. Bank of Marin
1101 Fourth Street CHECK NO. 290000242
San Rafael, CA 94901
PPA ff rr �� DATE 04/16/2015
?Ts AMOUNT 1 *****$46,294.17
■FORTY-SIX THOUSAND TWO HUNDRED NINETY-FOUR DOLLARS AND SEVENTEEN CENTS DOLLARS
Pay to the
Order of: CITY OF SAN RAFAEL
MARIN HISTORY MUSEUM
Remitter
11'29000024211' 1: L 2 L L4 LEI 7 71:
AUTHORIZED
kGTHORIZEDS JNATURE
093000 511'
Esther Beirne
From: Nancy Mackle
Sent: Friday, April 17, 2015 9:12 AM
To: Carlene McCart; Esther Beirne; Mark Moses; Kevin McGowan; Leslie Blomquist; Richard
Landis; Rob Epstein; Lisa Goldfien; Sarah Houghton
Cc: Jim Schutz
Subject: Marin History & Boyd
Attachments: Marin History Payment for Lease Termination.pdf, Marin History Lease Termination.pdf
Attached is a fully executed lease termination agreement with Marin History Museum for the Boyd Gate House. Also a
copy of their check. Thanks to all that helped with this effort. Carlene has keys to the building and the alarm info.
One original agreement will be filed with the Clerk and I will get the other mailed to MHM.
The check is with Finance. Mark, Council has not taken formal action to assign this money to repairs at the Boyd Gate
House, and it is not in our CIP yet, but that's where we are headed. So I would think we should create a Boyd Gate
House project code so we can track these funds. But I leave that detail to you to sort out what's best in the accounting
world.
DPW and Carlene know this, but for the rest of you .... We have an idea about the most important work to be done on the
building, but now that it is empty we (ie DPW) will need to get a more detailed inspection completed to see what the
essential list is, and what the cost estimates are. The mold smell was pretty overwhelming when we walked through the
building yesterday. We (ie Carlene and Richard) are also bringing our ADA consultant through to see what additional
access work might be required.
I will get this on an open Council agenda as soon as we have this information available. This is clearly a "money pit" and
Council has not given direction regarding what level of investment we should put into the building—vs what to leave for
a potential tenant ---nor have they deliberated about what to do with it in terms of a desired tenant. And on top of
that, this is on the short list for the New Library site. So we have some collective work to do, and we just need to collect
data and ideas now.
Thanks
Nancy
Nancy Mackle
City Manager
415-485-3070
0
Esther Beirne
From:
Nancy Mackle
Sent:
Thursday, April 16, 2015 6:07 PM
To:
Nancy Mackle
Cc:
Jim Schutz; Carlene McCart; Kevin McGowan; Leslie Blomquist; Mark Moses; Lisa
Goldfien; Rob Epstein; Esther Beirne
Subject:
Boyd Gate House
Dear City Council
The Mayor, Carlene and I met Marin History at the Boyd House and the deal is done. We executed the lease termination
agreement, got the keys and they gave us a check. Big kudos to the Mayor forgetting the $$ from this organization!!
We have an idea about the most important work to be done on the building, but now that it is empty we will need to get
a more detailed inspection completed to see what the essential list is, and what the cost estimates are. We are also
bringing our ADA consultant through to see what additional access work might be required.
I will get this on an open agenda as soon as we have this information available when the Council.
Nancy
Nancy Mackle
City Manager
415-485-3070
Aug-1rP-O5 12=51P
LEGAL DESCRIPTION
Real property situate in the City of San Rafael, County of Marin, State of California,
described as follows:
Beginning at the Northwest corner of Hanson Sheet (now Mission Street) and B Street as
said streets are shown on the plat of the Townsite of the Town of San Rafael, filed in the
office of the County Recorder of Marin County on the 14'e day of October A.D. 1873:
thence along the Westerly. line of said B Street, north 7* 13' East, 93:8 feet to the
Northerly line of Sixth Street (now Mission Street); thence along the prolongation of said
Westerly line of B Street, north 7* 13' East, 23.201 feet,, thence North 83° 03' West,
164.945 feet; thence North 61 57' Last, 26.00 feet; thence North 83° 03' West, 84.00 feet
to a point on the Westerly line of the lands conveyed to the City of San Rafael by John F.
Boyd et ux, by deed dated May 1, 1905, and recorded in Volume 92 of Deeds, Page 369,
Marin County Records; thence along said Westerly line, south 6° 57' West, 143.00 feet to
the Northerly line of said Hanson Street (now Mission Street); thence along the said
Northerly line of Hanson Street (now Mission Street), South 83° 03' East, 248.4 feet to
the point of beginning.
Containing 31, 278.7 square feet.
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