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HomeMy WebLinkAboutORDINANCE 2892 N.C.S. 07/15/2024 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F EFFECTIVE DATE ORDINANCE NO. 2892 N.C.S. OF ORDINANCE August 14, 2024 Introduced by:Janice Cader Thompson Seconded by: Dennis Pocekay AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PETALUMA APPROVING A LEASE AMENDMENT WITH BASIN STREET PROPERTIES FOR OFFICE SPACE FOR THE PETALUMA FIRE DEPARTMENT LOCATED AT 161 2nd SREET, PETALUMA, CALIFORNIA WHEREAS,the City of Petaluma Fire Department currently occupies 1,015 square feet of leased office space at 151 2nd Street, Petaluma, California; and WHEREAS,the City of Petaluma Fire Department is in need of expanded office space to safely accommodate new Fire Department Staff and to serve as temporary Fire Administration headquarters; and WHEREAS, the City has found suitable office space located within 100 feet of the current Fire Department Headquarters, located at 161 2nd Street, Petaluma, California(Office Space); and WHEREAS,the Office Space is a total of 2,789 square feet and consists of seven enclosed office spaces and capacity for several additional workstations; and WHEREAS,the Office Space is managed by Basin Street Properties; and WHEREAS, the City deems it advantageous to lease the Office Space managed by Basin Street Properties; and WHEREAS, the lease amendment, which includes a five-year term through August 31, 2029 and an initial monthly rent of $4,350.84 (plus an annual escalator and triple net charges), is attached and made part of this Ordinance as Exhibit A; and WHEREAS, Section 46 of Article VII of the Petaluma City Charter provides, in pertinent part, that no City action providing for the sale or lease of real property having a value of$3,000 or more may be taken except by ordinance or pursuant to a general law of the State; and WHEREAS, introducing an ordinance to approve a lease which will provide office space for the Petaluma Fire Department is categorically exempt under the California Environmental Quality Act ("CEQA") in accordance with Sections 15301 (Existing Facilities), 15303 (New Construction or Conversion of Small Structures), and 15304 (Minor Alterations to Land) as the lease space is located at an already improved property, near the Fire Department Headquarters; and WHEREAS, the City Council unanimously passed the introduction of this ordinance with a 6-0 vote (with one absence) on July 1, 2024. NOW THEREFORE BE IT ORDAINED by the City Council of the City of Petaluma, as follows: Ordinance No. 2892 N.C.S. Page 1 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F Section 1. Recital Findings The City Council hereby finds and determines the foregoing recitals to be true and correct and hereby incorporates them into this Ordinance as findings and determinations of the City Council. Section 2. Exemptions from CEQA The City Council finds that introducing an ordinance to approve a lease which will provide office space for the Petaluma Fire Department is categorically exempt under the California Environmental Quality Act ("CEQA") in accordance with Sections 15301 (Existing Facilities), 15303 (New Construction or Conversion of Small Structures), and 15304 (Minor Alterations to Land) as the lease space is located at an already improved property, near the Fire Department Headquarters Section 3. Approval of Lease In accordance with Section 46 of Article VII of the Petaluma City Charter and other applicable law, the lease amendment between the City of Petaluma and Basin Street Properties that is attached to and is hereby made a part of this ordinance as Exhibit A is hereby approved, and the City Manager is hereby authorized and directed to execute on behalf of the City a lease agreement with Basin Street Properties that is substantially in accordance with that attached as Exhibit A and is approved as such by the City Attorney. Section 4. Severability If any section, subsection, sentence, clause, phrase or word of this ordinance is for any reason held to be unconstitutional, unlawful or otherwise invalid by a court of competent jurisdiction or preempted by State legislation, such decision or legislation shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Petaluma hereby declares that it would have passed and adopted this Ordinance and each and all provisions thereof irrespective of the fact that any one or more of said provisions be declared unconstitutional, unlawful or otherwise invalid. Section 5. Posting/Publishing of Notice The City Clerk is hereby directed to publish or post this Ordinance or a synopsis for the period and in the manner provided by the City Charter and any other applicable law. Section 6. Effective Date The Ordinance shall become effective thirty(30) days after the date of its adoption by the Petaluma City Council. INTRODUCED and ordered published and posted this 1 st day of July 2024. Ayes: McDonnell, Barnacle, Cader Thompson, Healy, Pocekay, Shribbs Noes: None Abstain: None Absent: Nau ADOPTED this 15th day of July 2024 by the following vote: Ayes: McDonnell, Barnacle, Cader Thompson, Healy,Nau, Pocekay, Shribbs Noes: None Abstain: None Absent: None DocuSigned by: Kevin c orinell, Mayor Ordinance No. 2892 N.C.S. Page 2 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F ATTEST: APPROVED AS TO FORM: DocuSigned by: DocuSSiigned by: Id Cait m or ey, City Clerk Eric an y, ity Attorney Ordinance No. 2892 N.C.S. Page 3 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F EXHIBIT A LEASE Ordinance No. 2892 N.C.S. Page 4 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE AGREEMENT (this "Amendment") dated as of , 2024 is entered into between GARAGE RETAIL CA LLC, a California limited liability company("Landlord") and CITY OF PETALUMA, a Municipal Corporation ("Tenant"). THE PARTIES ENTER INTO THIS AMENDMENT based upon the following facts, understandings and intentions: A. Landlord and Tenant previously entered into that certain Lease dated March 10, 2022 (the"Lease"),pursuant to which Landlord leases to Tenant approximately One Thousand Fifteen (1,015)rentable square feet of space in 151 2nd Street in Petaluma, California(the "Original Premises") as more particularly described in the Lease. The capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings given to such terms in the Lease. B. Landlord and Tenant now desire to amend the Lease as provided herein. NOW,THEREFORE,IN CONSIDERATION of the mutual covenants and promises of the parties, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Promotional Charge. The Lease is hereby amended to add a Promotional Charge provision: Landlord shall have the right to provide or cause to be provided a program of advertising or promotional events that, in Landlord's sole judgment, will serve to promote the Project. Tenant shall pay to Landlord, as Tenant's share of the cost of the program of advertising or promotional events, an annual promotional charge (the "Promotional Charge") in the amount stated in the Basic Lease Information. The Promotional Charge shall be due and payable, in advance and in equal monthly installments at the time and in the manner required for payment of Base Rent. The Promotional Charge shall be increased on January 1 of each year during the Term(the "CPI Promotional Adjustment Dates"), by a percentage equal to the percentage increase in the CPI measured from the Last CPI Promotional Publication Date to the New CPI Promotional Publication Date. In no event shall (i) any CPI adjustment be less than zero or(ii) the Promotional Charge in effect on any CPI Promotional Adjustment Date be less than the Promotional Charge in effect for the year immediately preceding the CPI Promotional Adjustment Date. The "CPI" is the Consumer Price Index,All Items, 1982-1984 = 100, All Urban Consumers, for the San Francisco-Oakland Metropolitan Area(1982 - 84= 100), as published by the United States Department of Labor, Bureau of Labor Statistics, or its successor index. The "Last CPI Promotional Publication Date" is the month for which the CPI was published immediately before the prior date for adjustment to the Promotional Charge (or prior to the Rent Commencement Date in the case of the first adjustment to the Promotional Charge). 1 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F The "New CPI Promotional Publication Date" is the month for which the CPI is published immediately preceding the CPI Promotional Adjustment Date. If the CPI as of the New CPI Promotional Publication Date is not available on a CPI Promotional Adjustment Date, Tenant shall continue to pay the same amount of the Promotional Charge payable prior to such CPI Adjustment Promotional Date until the CPI is available. In addition, Landlord may increase the Promotional Charge from time to time to the extent required as a result of an increase in the costs of promotional, public relations or advertising services provided pursuant to this Section. As consideration for providing the advertising and/or promotional services, Landlord shall be entitled to retain twenty-five percent(25%) of the Promotional Charges collected by Landlord each year. At the time of this Amendment, the Promotional Charges are estimated to be $0.05 per square foot per month. 2. Relocation Space. Effective on September 1, 2024 (the"Relocation Date"), the Original Premises shall be relocated to 161 2nd Street in Petaluma, California, as shown on Exhibit A and consisting of approximately Two Thousand, Seven Hundred Eighty-Nine (2,789) rentable square feet of space(the"Relocation Space"). Tenant shall accept the Relocation Space in its existing "as is" condition,with all faults and defects and without any representation or warranty of any kind, express or implied, except for the Tenant Improvements outlined in Section 6. Tenant shall vacate and surrender the Original Premises to Landlord within five (5) days after the Relocation Date. 3. Term. The Term of the Lease is hereby extended for an additional sixty(60) months commencing September 1, 2024 through and including August 31,2029 (the"Extended Term"). 4. Rent. The monthly NNN Base Rent for the Extended Term shall be as follows: PERIOD MONTHLY NNN BASE RENT 9/1/2024— 8/31/2025 $4,350.84 9/1/2025 — 8/31/2026 $4,481.37 9/1/2026— 8/31/2027 $4,629.74 9/1/2027— 8/31/2028 $4,768.63 9/1/2028 — 8/31/2029 $4,911.69 5. Tenant's Retail Area Percentage Share.Effective as of the Relocation Date, Tenant's Retail Area Percentage Share shall be 9.70% (2,789 r.s.f. /28,751 r.s.f.). 2 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F 6. Taxes and Operating Expenses. The estimated initial monthly allocation of Taxes and Operating Expenses for the current calendar year is $0.58 per square foot per month. Tenant shall continue to pay for its own separately metered utilities and Premises janitorial per the Lease. 7. Tenant Improvements. Landlord shall, at its sole cost and expense, install new building standard carpet and paint in the Premises prior to the Relocation Date. 8. Option to Extend. a. Option to Extend. Tenant shall have two (2) options to extend the Term for a period of one (1) year (the "Extension Term"), provided that at the time Tenant's Extension Notice (defined below) is given and at the time the Extension Term is to commence no default by Tenant exists under this Amendment. Tenant shall exercise such option, if at all, by written notice ("Tenant's Extension Notice") to Landlord not later than nine (9) months, nor earlier than twelve (12) months, prior to the expiration of the original Term. Tenant's failure to deliver Tenant's Extension Notice to Landlord in a timely manner, shall be deemed a waiver of Tenant's option to extend the Term and Tenant's extension option, regardless of whether Landlord delivered a prior reminder to Tenant and regardless of any inaccuracies in any prior reminder. b. Exercise of Option. (1) If Tenant exercises its extension option for the Extension Term, the Term shall be extended for an additional period of one (1) year on all of the terms and conditions of this Amendment, except (i) Tenant shall have no further option to extend the Term, (ii) Landlord shall not be required to pay to Tenant any tenant improvement allowance or inducement and Tenant shall accept the Premises at the commencement of the Extension Term in its then existing "as-is" condition and (iii) the monthly Base Rent for the Extension Term shall be the Fair Market Rent prevailing at the commencement of the Extension Term. (2) Real Estate Commission. Tenant shall be responsible for all brokerage costs and/or finder's fees associated with Tenant's exercise of its option to extend the Term made by parties claiming through Tenant. Landlord shall be responsible for all brokerage costs and/or finder's fees associated with Tenant's exercise of its option to extend the Term made by parties claiming through Landlord. C. Determination of Fair Market Rent. (1) Agreement on Rent. For the purposes of this Amendment, "Fair Market Rent" means the monthly Base Rent that Landlord has accepted in then-recent transactions with non-affiliated parties for a comparable period of time in the Building and for comparable space ("Comparable Transactions"), or if there are no Comparable Transactions, then the monthly Base Rent expected to prevail as of the commencement of the applicable Extension Term for the entire Extension Term (including escalations) with respect to leases of comparable space within office buildings located in the same city as the Premises of a quality and with interior 3 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F improvements, parking, site amenities, building systems, location, identity and access all comparable to that of the Premises. "Fair Market Rent" shall be established by reference to rental terms in leases actually executed for comparable space under primary lease (and not sublease), taking into consideration the location of the Building and existing amenities, situated in similar buildings engaged in then-prevailing ordinary rental market practices with respect to tenant concessions (if any) (e.g. not offering promotional deals and other concessions to tenants in an effort to alleviate cash flow problems or in response to a greater than average vacancy rate in a particular building). Within fifteen (15) days after Landlord's receipt of Tenant's Extension Notice, by written notice to Tenant ("Landlord's Rent Notice"), Landlord shall advise Tenant as to Landlord's determination of the Fair Market Rent, together with the basis for such determination. Tenant shall, within five (5) days after Tenant's receipt of Landlord's Rent Notice, either (a) accept the determination of the Fair Market Rent set forth in Landlord's Rental Notice; or (b) if Tenant disagrees with Landlord's stated Fair Market Rent, advise Landlord as to Tenant's determination of Fair Market Rent, together with the basis for such determination, by written notice ("Tenant's Rent Notice"). If Tenant fails to respond as provided above, within the time period provided above, Tenant shall be deemed to have accepted Landlord's determination pursuant to subsection (a). If Tenant shall timely deliver to Landlord Tenant's Rent Notice pursuant to subsection (b), Landlord and Tenant shall attempt in good faith to reach agreement as to the Fair Market Rent within fifteen (15) days after Landlord's receipt of Tenant's Rent Notice. (2) Selection of Brokers. If Landlord and Tenant are unable to agree as to the amount of the Fair Market Rent within the aforementioned 15-day period as evidenced by a written amendment to this Amendment executed by them, then, within ten (10) days after the expiration of the 15-day period, Landlord and Tenant shall each, at its sole cost and by giving notice to the other party, appoint a competent real estate broker licensed in the state in which the Building is located and having not less than ten (10) years' actual experience, on a full-time basis, in commercial real estate leasing experience in the area of the city where the Premises is located to determine the Fair Market Rent. If either Landlord or Tenant does not appoint a broker within 10 days after the other party has given notice of the name of its broker, the single broker appointed shall be the sole broker and shall determine the Fair Market Rent. If both Landlord and Tenant appoint a broker, the two brokers shall submit to the other party its final determination of such Fair Market Rent within thirty (30) days following its selection, and if the Fair Market Rents differ by less than five percent (5%), the Fair Market Rent shall be the average of the two rates. If the Fair Market Rents differ by five percent (5%) or more, the two brokers shall select third broker meeting the qualifications stated in this Section within ten (10) days, provided that the third broker shall be a person who has not previously acted in any capacity for either Landlord or Tenant. Within fifteen (15) days following appointment, the third broker shall select one of the two Fair Market Rents promulgated by the parties as the final Fair Market Rent for this Amendment. Landlord and Tenant each shall pay its own broker and bear one-half(1/2) of the cost of the third broker's fee. If they are unable to agree on the third broker, the engagement of the brokers shall be terminated and the determination of Fair Market Rent shall be submitted to arbitration in the county in which the Premises is located under the commercial rules of the American Arbitration Association. 4 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F d. Limitations. Notwithstanding anything in the foregoing to the contrary, in no event shall the monthly Base Rent during the Extension Term be less than one hundred three percent (103%) of the Base Rent payable by Tenant for the calendar month immediately preceding the commencement of the Extension Term. If the Fair Market Rent for the Premises has not been determined prior to the commencement of an Extension Term, Tenant shall continue to pay monthly Base Rent at the rate in effect immediately prior to the commencement of such Extension Term, and any required adjustment shall be paid by Tenant within ten (10) days after the determination of Fair Market Rent. Tenant shall continue to pay additional Rent during the Extension Term, and the Base Year shall not be adjusted. Fair Market Rent shall include the periodic rental increases of at least three percent (3%) per year, or such greater amount as is consistent with the market at that time. 9. Costs of Tenant Improvements. Notwithstanding anything to the contrary in the Lease and except as otherwise specifically provided in this Amendment, Tenant shall be responsible, at its sole cost and expense, for the cost of changes to the Premises, the Building or the Project required(or any such requirement is enforced)under any existing or future law, ordinance, regulation or requirement(including, without limitation, the Americans with Disabilities Act and Title 24 of the California Code of Regulations) of any governmental authority having jurisdiction over the Building as a result of any improvements or alterations to the Premises performed by or at the request of Tenant after the date of this Amendment. 10. Prior Rights and Options. Tenant's rights of first refusal, rights of first option, rights of early termination, rights or options to extend the Term of the Lease, and any similar rights or options under the Lease (collectively, the "Prior Rights") are limited to those, if any, set forth in this Amendment. All of Tenant's Prior Rights set forth in the Lease, if any, shall be of no further force or effect. 11. Work by Tenant. Any Alterations or other work performed by Tenant or its agents, contractors, subcontractors or employees in or about the Premises, Building or Project, regardless of whether a permit is required, shall comply with Landlord's Construction Standards in effect from time to time. A copy of Landlord's current Construction Standards are attached to this Amendment as Exhibit B. 12. Payment. All payment due from Tenant to Landlord hereunder shall be made to Landlord without deduction or offset, in lawful money of the United States of America. Unless otherwise direct by Landlord in writing,payments shall be made to Landlord by electronic funds transfer of immediately available federal funds in accordance with the payment instructions set forth in Exhibit C attached hereto (which may be changed from time to time by Landlord by written notice to Tenant) and shall be initiated by Tenant for settlement on or before the applicable date due in each case; provided,however that if the due date is not a business day, then settlement shall be made on the next succeeding business day. 13. Entire Agreement. This Amendment, together with the Lease, represents the entire understanding between Landlord and Tenant concerning the subject matter hereof, and there are no understandings or agreements between them relating to the Lease or the Premises not set forth 5 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F in writing and signed by the parties hereto. No party hereto has relied upon any representation, warranty or understanding not set forth herein, either oral or written, as an inducement to enter into this Amendment. 14. Continuing Obligations. Except as expressly set forth to the contrary in this Amendment, the Lease remains unmodified and in full force and effect. To the extent of any conflict between the terms of this Amendment and the terms of the Lease, the terms of this Amendment shall control. 15. Counterparts/Facsimile. This Amendment may be executed in counterparts and delivered via facsimile or electronically. [SIGNATURES TO FOLLOW ON NEXT PAGE] 6 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. "Landlord" "Tenant" GARAGE RETAIL CA LLC, CITY OF PETALUMA,a Municipal a California limited liability company Corporation By: PARKING GARAGE RETAIL LLC, By: a California limited liability company, its Sole Member Name: By: PETALUMA THEATRE DISTRICT Its: LLC, a California limited liability company, Its Sole Member By: By: G &W VENTURES, LLC, a California limited liability Name: company, its Manager Its: By: Matthew T.White,Manager By: Name: Its: 7 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F EXHIBIT A Relocation Space e � Li •b 84 CD L .— V) ry, V o N N � 8 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F EXHIBIT B BASIN STREET PROPERTIES CONSTR C-TION POLICIES ru'ID PROCEDURES The following consl:itutes the constnlcl:ion poticte.s.and procedll[es for all work perlormed on properties managed by Basin Street Properties("ESP').Tbisesta.bli.shes a.general outline ofourpolicie.sfor and procedures in the typical prooess,es reqmred for construction and are s.I lbject to change at BSP's discretion. Any questions 1'eganiing the following should be immediately directed to ili.e BSP Construction Manager.The BSP Constnlction Manager llli,y authorize deviations from these prucedures from time to time.,but aU.such deviations shall only be effective on ,¥ritten request.ssubmitted in advance and by,va.y of written response. L COVID-19'REGULATIO:X A,l,l.,.ork shall be conducted piw.;uant to County r,eqmrements governing COVID-19. For""•oik conducted in an occupied Tenant space, the adhefenoe to Temmt requirements for access: and work performance shaU be mandatory. Facial oove.ring is required by all wollkers at all fines while.:i common areas of ilie buildings and within ten.l.Ut oc.cupi.e.d.spaces.Refer t.o attcached BSP Covid-19 Prevention Poticy in • ttac ent IL ADWINISTRATIO F.or work not direc 13/managed by.Basin Street,contractors.shall notify the responsible Construction/Property M.nagemenf personnel in,vriti:ng at least 24 hol.JfS ill advance of starting any work._Q_exceptions.This: notification sha]l include the identification of contra.ctors onsite.,a project sdhedule,construction doculnents or a description oftbe work to be performed and contact information for contractor's on-site re.presentative in charge during the time:frame. Prior to the.start of any sewices.or constmotion„lrork,Contractor sha]I submit for approval to Cons:tmction/Properfy Management Certificates of Insurance for Contractor and any subcontract.ors,a copy of rhe;project.schedule,contact information for ontmctor's Superintendent and all subcontracto.,MSDS for any products to be used during oonstruoti.on,and a signed copy of these Basin Street Properties Construction Policies and Procedure . Specific Insurance Requi!rnmewtsfor the property,induding infonna.tion on additional in.sured requirements and oertifica.te holder are provided as Exhibit B ill the cootraot A precons:truction and kick-off meeting will be required prior to ili.e start of any constmction project.Attendance at this meeting will be deternuned by assigned BSP Project Manager. ]t.ems to cover for the preoonstruction meeting include ilie timing and logistics.of work,building access,:safefy controls and measures,re, few of the building Rules&Regulations and ili.e existing condition of building common ace.as.Photographs of existing condirtions ma.y be taken and ace encouraged for.submittal to Construction/Property Management t.o include in the projeot file. Any issues identified by Contractor during c.onstmction which ma..y affect base building sys.terns.:shall be brought t.o the attention of the assigned BSP Projeof Manager upon di.scoveey.Any changes that require additional work, not described in the bid shall be affective only once approved in writing by the projeot manager.It is presumed that any contract.ors engaged to perform work have prior t.o submitting their proposal surveyed=sting conditions and have taken these i.nto acc.oimt in context with the anticipated work. Upon C011lpletion of work,aind as a condition for release of fu.ral payment ContraCJt.or shall provide ili.e pmjeot manager\vi.th a copy of the project clos:e out documents.Cont.e.nt.sof the clo.se--Out doc 1 ml ents.will vary based on 9 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F BASIN STREET PROP RTI S complexity of project, but will typically mdude at a mmimum as-built construction drawings, mech.mical, electrical,plumbing,and fue sprinkler drawings (iboth in paper form and CAD file for any designibuild work), final signed off building pemut/job card,updat,ed electrical panel schedules,complete finish.schedule("match existing"is unacceptahle),air and water balanoe-reports,\varranties,and O&M manuals for any new equi.pment .1\n a:ir bafanoe report reflectmg actual!supply a:ir distribut,ion will be required whenever the existing HVAC air distribution is nIOdified in any way.A water balance report reflecting actual\"\rater flow values is required for any new perimeter rehe.at VAY.The buitlding's,EtS system graphics(including fl!oor plans and mechanical system components)and programming is required to be updated whenever there are any cha:nge.s- if applicable. Genera I Contra.ctors shall be responsible for ensuring th.at all subcontractors or other senrice providers are advis,ed of and will adhere to the,e Construction Policies and Procedures. M. INSIJRANCE,:Usris,LOCK OUT TAG O IT, 11 Ind HOT \VORK/Illl'AIR\IENTREQUIREMENTS While perf n:mmg.servioes at the Property,a!i]contractors and any subcontractors ace required to carry.wd maintain general insurance coverage Ill acconfanoe with the Vendor/Contractor Insurance Requirements of the Constrmtion Contract (Exruhit B). An approved cert,ificate of insuranoe must be on file wirth the Constnmtion/Property Management Office for acces.sto be granted and construction to begin- no exceptions. The,General Contractor is responsible for ensuring tha,tall suboomtractors maintain the appropriate insuranoe while perfomung services: at any property managed by Basin Street Properties:. 'Ihe insurance tequirements Hill be stiidlyenfol•c,ed.Th..re 11"\iU be no exceptions to t.hls coverage. Is required under OSHA's:Hazard Communication Standard(29 CFR 1910.12:00),all subcontractors are to provide the Cons,truction Man.,ger witih MSDS's(Material Salety Da.ta Sheets)for any and all h=rdous materialshey ooght use or bring on site as part of their routine tasks.Piease note that consumer products(copy machine toner,.scouring cleanser,et.c.)are not covered by the St.and.-utl Prior to perfoaning any work,plea£e forwald the follO\ving to the proJect manager: • A list of all hazardou.smaterials used or s:tored.Including materials,,,irtb.odor such as caipet glue„ paint,adhesives,caulk etc. • An MSDS for each product These can be obtained from the manufaotturer or supplli.er ofthe product. ock out tag out proccd " will be'trictly c - recd ace ding to the rcgj nal hief "nginecr', policy.If requested,electrical contractor will be r,equitred to provide documentuion of their lock out ttag out policy and procedures of arrange for thei:r pen;onnel to be trained on any Basin Street Propecties lock out lag out procedures. This training will be provided by the buildi 1.1 g's Chief Engineer,ifconlra,ctor's policy is less s ingent. A Vendor Vi ork Request Fot•m:must be submiItted to the project man 111ger pIiot•to engaging iD any work that would ct•eate h..111 t,spark.s,or an open flam...If requued by regional Chief Engineer.a hot,_•ork penuit nm.st also be issued..Only BSP building engineeringpen;onnel can issue a,hot work pemri.t.Trammg on Ho.tWork Permit procedures and requirements will be provided as m:eded by the building' Chi f Engmeer 10 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F BASIN STREET PROP RTIES A Vendor\1\iorkRequest Fol•lnlnust be submitted to the projed mauaget•at least 24 bol Irs in advance of any fir sptinkler or fire alarm impairment.Training on life safety modifications or hot,work perm.it procedures and requirements will.be provided as neede.d by tit building's Chief Engineer. 1\. B1r1LDIN:G FACILITIES COORDINATIO After ilie project kick off,a.ocess to the Suite under construct.ion will be the responsibility of the Tenant or General Contractor.A construction suite key and building a.ocess card m.Ly be signed out from the property management office.Additional building acces.s keys may be cherued out to the General Contractor to allow for subcontractors to move woI1keIB and materials into and out of the building outside of nomial business hours without propping building entrance doors,which is strictly prohibited. Building doot• are never to be propped open. dvaute notice of 48 hours is recluired for potential ace, into another tenaut'i; uite. This work must be perfornIed off-hours.,unless tenant authorizes a.ocessi\vork during nonl l„1 business.Contractors must identify ilie scope of work and reason for aocess,du.ration of time needed in then.space and the Contractor is responsible for securing the space upon c.ompLetion of work,as well]as any deanmg required as:a result of ilieir work.The SpMe must be left in the same, or better condition than found Should the tenant require a ecurity guard, or BSP employee to stand-by during iliis tinie,this c.o.st.s to do so shall be ilie re.spons bility of the Contractor. The General Contraclor must provide for the removal of all trash and debris ansing during constmction. Upon Construction/Property Management approval!,the General Contraotor Luay pla.oea dumpster in the parking lot for construction debra (location to be approved by Construction Management, Property Management, or Engineering). Dumpsters ace to be set on wood cribbing to prevent damage to asphalt dluring placement and removal. t o time arc the building"'dumpstc to be used for dlspo"• g of c nstrn tion materials. All deliveries of material will bi;made 011!ISide of the bll!ilding'•normal business hours of 7.:00am to 6:00pm. Monday tw-ough Friday. In addition to material deliver es, the following activities wi.11 be required to be performed outside of normal I business hours:: 1. Anchoring of walls or supports to the concrete deck 2. Core drilling 3. Using powder actuated tools 4. Laying of rack strips S. Paintiing/StainingiMetal Spraying(includes.spray painting of floor for layout and floor momuuents- snapping chalk.lines is prefen-:ed) 6. Glue down c&pet installation 7. Gutting/threading of sprinkler pipe within building 8. Installation of milh,rork(fabrirntion of millwork is to be doneoff-sirte) 9. Sam cutting,of any concrete,stone,or metal 10.Life Safely audible devioe testing 1I.Performanoe of any con.stmction activity producing other loudnoi!le 12.nie applic.."1't,ion of any odor-producing product\,i.e.adhesives,deaning products.,etc. 13.Crane pick of materials.to rooftop 11 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F BASIN STREET PROP RTI 5 In the event a crane is iequired for the prnject,the Contractor must provide the follfowing: 1. At least 72-hom:advanced notice and a schedule of crane arrival,duration.,and removal. 2- Crane pmvideiru.-u.l Le,make/model of crane being used,and a copy of the er.me opera.tor oiredentiiak 3. Proper insurance meeting the cql.liremen identified on Attachment'B,' to be revi,ewed and approved by Basin Street Properties:prior to any c-rane work oommencing. Work Plan Submittal for Hoisting Operations Contraotor nrust provide l:he folhn•.ring for review and aoceptanoe by Basin Street Properties: 1. Route of crane dehveiryout.o the property and location ciraue will be setup outlined on site plan. 2. Location equipment oir materials will be placed by the crane,outlined on a site plan. 3. For ml hiple l.ifts in multiple locations,oir as required by O\vner,Contractor shall l slubmit a detailed Method of Procedme (MOP) for O,vne.r's review, a sample outline of which Owner can provide.Regardless of Own is re.vi w •Contractor shall remain fully responsible for conducting safe operations. V. HOUSEKEEPING & GE11T.RAL RE.Q1i1R£\IEI'-rS GOOD HOUSEKEEPING RULES A..X/',"11 R.EGULATIO S WILL BE STRICILY Dl"'FORC:ED. CO "'TRACTORS OR SUBCO ITR.ACTORS 'WHO DO NOT OBSERVI. THL CONSTRUCTIO POLICIES r„L,\.Y BE EXC'LD'11ED FROM PE.RFORHIXG WORK'WITHIN AJAY BSP J\,B..XAGED BUILDL. G. Suite entrance doors are t.o remain closed at alill times,except v„hen hauling or dellivering construction material. Walk-off m:sticky mats shall be placed at all interioir sides of.suite doors so that feet may be wiped or construction dust remo,ed from shoes:upon entering comm.on area. Magp.etic-held doors and doors off of main corridors mu.st never be obstructed Ibis is a life safety/fire code violation_ All construction done on the property that requires the us;e of lotibies or common area corridors as the path of travel .,-ill have c.. et protection for all carpet within the path of travel. This indudes caq>et within elevators. Extra heavy duty,non-sl.ip and sielf adhering Mylar is preferred. Masowte,- ill be required to protect lobby fi.loors and other haird sUlfaocs th..,t could be damaged by heavy deliveries. When used,Masonite must be taped to floor and adjoining aireas. All corner edges: and joints are t.ohave adequate :inchoring to provide safe and "trip-free' transitions_ Do not block operation of anydoors_ Prior to any demollitiou,pre filters must be installed in return air openings.If return air ope,lmgs are t.00 large t.o fitlter,pre filters must be installed in filter bank for the A/C Irut sen.ing the constrnction acea Restl:oom washbasins are not to be used to fill buckets.m.l lke past.es:,wash brushes:,etc. If facilities are requiired, arrangements for utifuy closets can be made with the manageme-nt office in advance. Food and related lunch debris aire not t.o be left in the Suit,e under construction. Constmction/Property Managenleo.t irese.roes:the right c-o irefns;e access to anyone weairing inappmpria.te clothing, or who doesn't conduct.tihemsdves:in a professional manner. 12 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F BASIN STREET PROP RTI S Contractors are responsible for any dal.I Lage caused to others work,the building,or building finishes_ Access to the roof may require prior aimmgements,-„<ith.BSP Constmctionl'Properly management During building hours,the building entrances,driveways,reserved padcing stalls must rem."lcin clear and not be taken up for deliveries,oontractor parking,of m.-.teriah:_Parking areas for contractor employees and n:taterial storage and staging areas shall be established in ad, anoe with the BSP Construction Manager or Property M.iruger. No bicycles,or anim.l 1 Is:of any kind(other than certified s:ervme arunl.l 1 Is:)shall be brought intca,or k:ept about the preinises_No weapons,explosives,001'1.1'bustibles,or other hazardous:devices:aililowed on the premises_No exceptions_ Smoking is permitt,ed at designated areas only and no alcohol is t.o be brought onto the premises at any time_ Any s:ignage tca be posted.must be approved by the Construction/Property Manager in advance_Manage,ment reserves the rightto rem:ove any signage at any tirme_ No radios or loud music. Unless othen¥ise approved by.BSP Property Management, building restroom facilities are not to be used by Contractors, or their subcontractors_ Contractors are to provide restroom facilities for u.se by oonstmction personnel The location of temporary facilities is no be approved in advance by Construction/Property M.-ma.gement_All such facilities to be secured after work hours_ All areas iliat the General Conti-actor.of the,l!fsubcontractors ar,e perform:ing work mus,t always be kept broom: clean_All connuon areas:are at fo.rays to be kept clean and clear ofbuilding materials Prep work,cutting or staging of materials,etc is not allmNed in common:are,li5_Any mess made in common areas due to hauling construction debris or materials or footprints must be cleaned up immedia.te-ly_General Contractor,,,ill be responsible to provide a vacuum cleaner for this propose_Final deaning of sui te'W i tin elude,but is not limited to,blowing out smoke deteotors with micron filtered air dusting of all windowsi!Is: window inverings and Iight diffusers, cleaning of cabinets and sitnks,and clearing acoustical ceiling ace.a of any excess ceiling tiles:or other construction debris As a result of construction,the common areas may need special attention to restore such ro bnildling standards_ Contractor shall arrange to walk with Constmction/Prope-rfy Management prior to beginning wink and upon completion_Take note of any preexisting damage to common ace,1 i5 and determine if repairs or special cleaning are required a,t oompletion_ Contractor and any subcontractor use of the property for y activity other than conducting the work required of cont:raotor is st,rictly prohibited Should contractor detect any materials that ma;y be considered as hazMdous or dangerous,contractor t.o notify.BSP Construction Manager before d stinbing such material 13 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F BASIN STREET PROP RTI S Use of freight or pass,eu.ger eLeva,tors shall be scheduled in advanoe with the BSP Property Management of.fioe. Temporary protection with Masonite panels and e.levatm:p,a d_s.shall be mstailed by Co.u.tractm.-.and Contractor shall be responsible for any damage arising from such use. VI. CO-sTR CTION REQUIRLEJENTS GENERAL CONSTRUCTION Standard base huilding power ill c pro idcd to lb••contractor at no co,st,pr idcd contractor's use is limil.e.d to the,vork required of contractor All keying of locksets and all connections to the Fire Alam 1/Life Safety System shall be performed by oontraotors:of vendors designated by BSP Property Management.In some cases,roofing and fire sprinkler work is similarly limited.All new locking har-dware insta]led must comply with the bl lilding's specific key,¥ay. FIKE/LIFE SAFETY A.111 applicable Fire/Lue Safety and Building Codes wilil be strictlry enforced(ie.,ten:iperecl glass,fire doors, fue/smoke dampers.exit signs,smoke detectors.strobes alarms,etc.). A building engineer mu.st be present to test any new life safely de, 1 c.es.24-48 hours,prior c-Oordination with the b l l ilding's,Chief ngineer is required. Testing of audible devices must be scheduled outside of nomlifilbusiness hOUJS..Any penetrations in floors/ceilings of fire ra.ted walls-will requiJ-e sealling with a UL listed fue stop.An approved temporary seal is required until lthe woI l k is completed.Upon comple-tion of construction,a perm.1..11 ent seal is required. During demohtion,any smoke deteoto:rs in the area must be bypasood:md covered to preve,nt conta.mination. Building engineers will perform bypasses as:require<l,but it is,the contmctor's respons.ibiLity to ensure that smok;e de,teot.ors are covered during work and then unoovered at ilie end of e.ach s:hifi..Any time smoke detectors are bypassed and ooverecl the contractor will be responsible to pmvide fire watch. If the building sprinkler system:needs to be drained, advance approval by BSPs Ghief Engineer is required. Coutrador wW be required to submit Vendor" ork Request Fonn to Basin Street Project 1\faoageirat least 2.4 ibour iin advance of pedonniog work. If required by regional Chief Engineer, a red tag pen.nit v,rill be requned.ltll hot work,vill be prohibited in the area during any impairment ofhe sprmkler system. If this,-,,,odeis performed after hours,any overtime engineering fees will be the responsibility ofllhe General Contraotor.The General Contractor will also be responsible 10 provide fire watch during any impairment. Any wall penetrations must be patched in a manner as to mainJ:a,in the rating of the wall. A1.Ipanel prog.ram.mjn°to,be performed b"BSP's preferred Contr&tor.Coordination with BSP's ChiefEng.ineer requned M advance. 14 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F BASIN STREET PROP fHIES ELECTRICAL Lightt:ingcircuits fi.in be dedicated toSuite andsentry switches are required throughoutspace_Any,¥ork onlighting or plug load crrcuits that could potentially 1!lnpact neighboring Suites will be performed outside of nonual business homs_Lightt:ing design must clearly indicate night!light fixture locations_ All affeoted electric panel schedules nrust be typewritten and bmught up to date,identifying aU ne,,;cm:uits added. ./1J1 mns,are to be in oonduit. In most cases, the spGC.e above oeiling is return air plenum and therefore the use of PVC and other fbmmahLe material not labeled for use in such area is not to be used All'T' boxe are to be labeled with voltage,pan,el,and circuit 1 Iumbern. On remodeling work, y \vicing,including communication cable,conduit, et.c_that is not going to be re-used MUST BE demolished out to original point of conneotiou All electrical outle.tsand!lighting circuits are to be properly identified..Outlets shall be labeled on backside of cover pla.te_Floor scans may be required prior to coring_.1\ny scans required shall be the Cm:itraclm's c-051. ./1Jl.low voltage wiring is to be plenum rated and shall not re,st on ceiling tiles,fire sprink]er lines,ductwml k,VAV boxes,m: conduit and must be supported propel!I from the deck a,bove ,-..r:idi j-hooks or cable tray as may be required.Under no circumstances should the cabling run through building dampers and should not penetrate rated walls wi!thout a conduit sleeve and fue rated caulking to maintain rating_ AR.electrical and phone dosets being used must have panels replaced and.doo sllut at the end of each day's wmk Any electrical closet that is opened with panel exposed must have a woIlk person present Elt>chical room doors mm,t not be proppt>d opt>ill nitbout ome,out>pre-"ent. AR electricians,telephone cable instaillation personnel etc_,will upon oonlpletion of their respecti,e pmj,ects,picic up and discard th.err trash leai.'lllg the te.lephooe and electrical rooms clean.If this is not complied with,the building janitors:will conduct a clean up,and the General!Contractor will be back ah;u-ged for this service PL iMBING Only commercial grade,ADA compliant fi :,,._tures/app anoes shall be insralled..&esidential grade is not acce.ptabLe_ Adjustable trap prime-rs must allways be installed,where applicable_ An isolation valve must be installed for any ne\v water supply and the oeiling location tagged to identify the shut- off valve.The use of flexible tubing, uniess of braided stainless steel,isprohlbitecl 15 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F BASIN STREET PROP RTIES HVAC Only building standard grills and di.ffiisers are to b• insta!Jed.Any room with a doCJr, which is l.irger ilian a 4' 6' closet,must hav u return air grill. -pigs must.be used to id ntify,my balancing dampers insta!Jed in ductwork. AR VAV bo es.controls,duch'ltork must m.-.tch building standard. Any VAV boxes,ducn'ltork,exhaust fans,or supplemental cooling units not being utilized MUST.BE demolished out do origmal point of connection.Any equipment above ceiling visibLe through return an grilles must be painted flat black. Service aocess to existting equipment shall not be haim.pered or ob.struotced by added equipment m:my installa.tion required of contractor. A preliminary'inspection of the HVAC work in progress will be scheduled through the Manage.men!Office prior kl the re ms,ta,lfation of any removed ceiling grid.The General Contractor must schedule his with the Chief Engineer. Supple,mental A/C units will require sub meter (Emon-Dmon) to cletcermine billable electrical oorummption. Review installation and location for such meter,svith building' Chief Engineer prior to any work. Roof curbs and penetrations.will be perfu=d by BSP approved roofing contractor only. Any roof top equipment must be bbeloo•with uite number and instal llation date.T1 le Contractor is responsibLe for m.l.inrammg the integrity of tthe roof and providing a.watertight seal at any penetrations. All programming ofcontrols will be performed by BSP's preferred Contractor.No exceptions. \\later source reh.eat VAU's wilel quire Water balance valv-es,air vents,and stminers. Contractor's signatu.re below indicate;sackl!lowledgcment and understanding of the B P Construction Policies auel PI-oo edut-es. ontra(..l.o,'s ame.: Contract.or' Signature: Date: 16 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F BASIN STREET PROPERTIES Vendor Work Request Form Thi,o m mu,t be completed ernirelv. Work m,ay n:ot b,eperrni,tteclif thefonn is incomplete. Hot Work,Life Safety System.hut down-and work reauirina the El lain:eeril laStaff orl site will reauire 24-hour orior notice. Contractor reauestina di.ablernent of Fire&L1 ife S11fen Systems is responsiblefor fire wlltoh o.f the builclina durina the entire reauested tim.e window or until ronfirnl11tiol1isr.eoei1led that the fire.vs.tem operation has be-en restored to.normal. ■ ■ --- ---- ----■---y----■----q-- ■ —■---- ----M.-- Please check one: D Building Contractor 0 Tt>uant Contrnctor . 411 CompmiyName: ----------------------------------------------------------------------------- Sub--CcmtratYors: Work Dare: Time to Begin: Time to£,id; Type of work to be done: D Hot Wark(24-harir notia>required)' D IifeSafety..System,(24-har,r, notice required) D Hecrr/w/ Power Shutdown (14-haur notice regC1ired) Alat.ural Gas Sh!itdown,(24-/ioClrregrJ/red) D B'ui/ding Water S pp/y S.liutdawn(14-houl ii atice requir!d) Other(plctasct describe): U! Loc.ationo{Wor k.:•---------------------------------------------------------------------------- Kt>yAc.ce;;;;Nfl'ded: OTt>/w D Eleariwl ❑Otht>r Emergency Co,mict Informatfrm; Nam ct. Pho e: --4p-----9----T-----9----�---■----■---- ----■----■----■----■- On SiteStlpell'isor Name; Phone; 9 Tenant Approval Date.- Building Mcmage11 lent Approlla/ Date. FORM TO BE RETURNED TO THE CONSTRUCTION MANA G.ER&PROPERTY MANAGEMfNTOFFICE, 17 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F w .3ASIN STREET r PROPERTIFS BSP CARES COVID-19 Prevention Policy for BSP Contractors & Vendors https://www.osha.gov/coronavirus/control-prevention BSP Recommendations for Prevention & S12read of Covid-19 • Wash hands fir quDn1ly—ttse*oap alyd water for a minimum of 20 seconds wad if soul?atul water isti t available,lux-hand aanitizer(minintuut of 60%alcohol)and rub handy together until dry • Maiutaiu aoc;aJ Jintautciug of ut team 6' Amuc•ca pumihlc • Aaoitl touching your face;apecifically yvw•eyes.nose and mouth • If you're I'Ming ill,?stay home and encourage others to tip the same • Confirm foci,l emTring requirements with your CAIIPAI before entering BSP twulrlinga and tenant oconpied Suite%—facial roverings are required in common area%and tenant occupier!space% • Use aigautge to help encourage Str13Contructurs to wcur facial cover-ngs while unsite and in tenuut accupied spaces • Train wur emptuyees to recuguiac the ayugrtonts of Cvvid-19 • Train yvm-ernploy=s on preprr use of PPE • Notify wur BSI'ChVPM immrdiately if anyotte whu bits visited a BSP property'or project ethiwts syuoplorus,or 1c95lxmitive for Covid-19 Stay up-tu-date uu the latest inrunaadutt distributed In•the CDMSIIA mul tucuurugeaubmitrawturs to du the saute 18 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F BASIN STREET PROPERTIES HOW TO PROTECT YOURSELF AND OTHERS JCOVID•19'I Get a COVID-19 vacdne •COVID-19 vaccines are effective at keeping you from getting COVIC?-19, esperially sovore illness and death or •Vaccines are safe,effective,and free! `1 Wear a ri Jr,indoor pub4c places,paoplo a9vc 2 and oldar should wear a mask if they are: • Not fully vaccinated - Fully vaccinated in an area with substantial or high transmission ` • Fully vaccinated with weakened immune systems In generdl,in outdoor settings,you do not need to we-dr a mash. In areas with high numbers of COVID 19cases,consider wearing mask in crowc1eal outdoor settngs ano for activities with case contact with others who are not fully vaccinated. Stay 6 feet from others Stay 6 feet apart from people who don't live in your household Remember that some people without synnotoms may be able to rII spread the virus f Kfieping distance from others is especially important for people are at higher risk of getting very sick. Avoid crowds and poorly ventilated places Being in crowds like In restaurants,bars,fitness centers or movie theaters _ puts you at higher rick for COVID 10. Avad indoor spaces that do not offer Fresh air from the outdoors as much as possible. If indoors.bring in fresh air by opening windows and doors,if possible, cdc.goililonavirus 19 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F BASIN STREET PROPERTIES Test to prevent spread to others over-the-counter self-tests can be used at home or anywhere,are easy to use, and produce rapid results. — Consider using a self-test beforejoining indoor gatherings with others who are not in your household. Wash your hands often Nash your hands often with soap and water,especially after you have been in a public place. If soap and water are not available,use a hand sanitizer that contains at - least 6(»balcohol. Ay Id tuu011119 yuw ryr3,reuse,and rnuuth with umnEnkI1 t hdnd�. (over coughs and sneezes Alwaysenver your mouth and nose with a tissue when you cough or sneeze or use the inside of your elbow.Do not spit Throw used tissues in the trash. I—A.tely womb yo,..K—al._Ak a p and w tc o.ux hand:a nitu:cr that contains dt least 60i6 alcohol Clean and disinfect Clean high touch surfaces daily. If someone is sick or hastested positive for CCIVID-19,disinfect frequently touched surfaces. If surfaces are dirty,clean them using detergent or soap and water prior 1Z to disinfection. Monitor your health daily g� Be alert for symptoms. Hatch for fever,cough,shortiess of breath,or other symptoms of CDVIU-19. Take your tE nperature if symptoms deveop. If you have symptoms,especially if yot:ve been around someone with COV':D-19,gettested as soon as possible. tdta�o�/torsoarll�os � 20 Docusign Envelope ID:55F7232E-69BE-4E6C-831C-F8E7C472412F EXHIBIT C PAYMENT INSTRUCTIONS Bank Name: Wells Fargo Bank Bank Address: 420 Montgomery St., 6th Floor San Francisco, CA 94104 Bank Phone #: (415)396-6934 Account Name: Petaluma Theater District, LLC Garage Retail CA, LLC Account Address: 316 California Avenue#350 Reno,NV 89509 Phone #: (775) 954-2900 Account#: 4120341086 ABA#: 121000248 21