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Home My WebLink AboutC-1955 - West Balboa Boulevard, 1600 - Lease "Girl Scout House"i' r r-- rm 1 RE QRQII,,,NG,REQUESTED AND W N RECIIRDED'RrURN TO: City Clerk's Office_ Cityrof Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658-8915 Recorded in Off c al Records, 0 ange County Hugh Nguyen Clerk -Recorder 111 III II II 11,1111111II II IIIIIIIIIIII$ III NO FEE * 2015000094248 11:10 am 02123115 37 406 L02 67 0.00 0.00 0.00 0.00 168.00 0.00 0.00 0.00 Space above this line for Recorder's use only. Exempt Recording Request per Government Code Section 27383 TITLE OF DOCUMENT GROUND LEASE BY AND BETWEEN THE CITY OF NEWPORT BEACH AND GIRL SCOUTS OF ORANGE COUNTY THIS DOCUMENT IS RE -RECORDED TO CORRECT TH ADDITION OF EXHIBIT J IN ITS ENTIRETY (SPECIFICALLY J-2). IN ADDITION, REPLACED ANY COLOR PAGES WITH BLACK AND WHITE 1 i • RECORDING REQUESTED AND WHEN RECORDED RETURN TO: City Clerk's Office City of Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658-8915 Recorded in Off c dI Rec0Oi±unty Hugh N uyen Clerk -Recorder �� III IllllllllllI H1I III�II III N� II II q FEE *$ R 0 0 0 6 0 3 8 5 E 2013000409086 2 1 -.pm p7108113 47 422 L02 F13 55' 0.00 0.00 0.00 0.$0 162.00 OO`0',00 (3.00 Space above this line for Recorder's use only. Exempt Recording Request per Government Code Section 27383 GROUND LEASE BY AND BETWEEN THE CITY OF NEWPORT BEACH AND GIRL SCOUTS OF ORANGE COUNTY 1 • • GROUND LEASE BY AND BETWEEN THE CITY OF NEWPORT BEACH AND THE GIRLSCOUTS OF ORANGE COUNTY This ("Lease"), entered into as of June 26, 2013 ("Effective Date") by and between the City of Newport Beach, a charter city and municipal corporation ("Lessor" or "City") and the Girl Scouts of Orange County, a nonprofit California Corporation "Lessee" or "GSOC"). The Lessor and Lessee may be individually referred to as "Party" and collectively as the "Parties". RECITALS A. Lessor is the owner of approximately 10.45 acres of property located at 1600 West Balboa Boulevard in the City of Newport Beach, commonly known as Marina Park (the "Marina Park Property") and depicted in the attached Exhibit A, which is incorporated herein by reference. B. Lessee is a nonprofit corporation organized pursuant to and in compliance with the provisions of California law for the purpose of sponsoring the Girl Scout program for girls as chartered by the Girt Scouts of the United States of America, and is presently in good standing. C. Pursuant to that certain Lease dated October 12, 1947 and subsequent amendments thereof the City has leased a portion of the Marina Park Property to GSOC for use as a Girl Scout program facility ("Existing Lease"). D. City desires to, and has received all necessary permits and approvals for the redevelopment of the Marina Park Property including the portion currently leased by GSOC. The City intends to demolish the existing buildings and structures located on the Marina Park Property and construct new facilities and install improvements. The City's plans contemplate the use by GSOC of a portion of the redeveloped Marina Park Property for Girl Scout programming. E. The City and GSOC desire to enter into this Lease to set forth terms under which GSOC will lease a portion of the Marina Park Property for the purposes of constructing an approximately 4,250 square -foot building and related improvements and operate a Girl Scouts program facility. F. The City Council of the City of Newport Beach ("City Council") has determined that this Lease, GSOC's construction of certain identified 2 improvements and GSOC's long term use of the leased premises as a Girl Scouts program facility is consistent with the City Charter, the Newport Beach General Plan, the City's Municipal Code and all other applicable Federal, State and local laws. NOW, THEREFORE, in consideration of the terms, mutual covenants and conditions in this Lease, Lessor and Lessee hereby agree as follows: ARTICLE 1 SUBJECT OF LEASE 1.1 Purpose of the Lease The purpose of this Lease is to provide for the lease use of a portion of the Marina Park Property by the GSOC consistent with the mission of the GSOC to build girls of courage, confidence and character, who make the world a better place 1.2 The Property The leased premises shall be referred to herein as "Property" and includes the land described in Exhibit B and that is depicted in Exhibit C. During the term of this Ground Lease, Lessee shall install and construct improvements on the Property as described in Exhibit D (the "Improvements") pursuant to the terms of this Ground Lease. Exhibit B, Exhibit C, and Exhibit D are incorporated herein by this reference. 1.3 Lessor Lessor is the City of Newport Beach, a Charter City and municipal corporation. The principal office of Lessor is located at City Hall, 100 Civic Center Drive, Newport Beach, California 92658-8915. For the purposes of this Lease, the term "Lessor" shall include all officers, employees, agents or representatives of Lessor. 1.4 Lessee Lessee is the Girl Scouts of Orange County, Incorporated. The principal office of Lessee is 9500 Toledo Way, Suite 100, Irvine, California, 92618-9828. 3 ARTICLE 2 LEASE OF PROPERTY 2.1 Lease of Property Lessor leases the Property to Lessee, and Lessee leases the Property from Lessor for the Term (as defined in Section 4.2 below) and pursuant to the terms, provisions, covenants and conditions of this Lease. Lessor reserves all rights to substances below the surface of the Property and the right to produce or take any of those substances so long as the activities do not impair or interfere with the purpose of this Lease. 2.2 Condition of Title The Property is leased subject to the permitted exceptions listed in Exhibit E and incorporated herein by reference, and other matters affecting title which do not inhibit, prevent or impair the purpose of this Lease. 2.3 Parking As part of the redevelopment of the Marina Park Property, Lessor will construct and maintain a parking lot adjacent to the Property in the location depicting in Exhibit F, which is incorporated herein by reference, consisting of approximately 26 spaces that will be accessed via 18th Street. City shall also maintain a marked loading area in the parking lot to accommodate at least two vehicles and provide convenient access to the Property. In addition, 18th Street will be widened to provide public parking on both sides of 18th Street. The spaces will be subject to fee parking, meters, and/or other systems to ensure parking is available to visitors of Marina Park. Throughout the term of the Lease, Lessee may use these spaces on a non-exclusive basis and shall comply with the Parking Management Plan attached hereto as Exhibit G, which is incorporated herein by this reference. ARTICLE 3 POSSESSION OF PROPERTY 3.1 Quiet Eniovment Lessee shall be entitled to peaceably and quietly use and enjoy the Property for the Term, without hindrance or interruption by Lessor except for the exercise of Lessor's rights pursuant to this Lease. Lessor shall not be liable in damages or otherwise, because of the interruption or termination of any service provided by Lessor (such as, water or sewer service), or a termination, interruption or disturbance of any service attributable to any act or omission of Lessee. 4 3.2 Condition of Property Prior to date upon which Lessee takes possession of the Property (the "Date of Possession"), Lessee will investigate and research all physical conditions of the Property that could affect Lessee's use, enjoyment and improvement of the Property including soil conditions, the condition of structures, and the condition of utilities. Lessee shall indemnify, defend, and hold harmless Lessor from and against all claims, liabilities, or damages and including expert witness fees and reasonable attorney fees and costs, arising out of any such testing, inspection, or investigatory activity on the Property by Lessee. The Date of Possession shall be the earlier of (1) the date of the award of a construction contract for improvements on the Property; or (2) the date of receipt by Lessee of a surveyor certification from Lessor as the rough grade of the Property. At least ten (10) days and no more than thirty (30) days prior to the Date of Possession, Lessee shall provide written notification to Lessor of its acceptance of the Property in an "AS IS" condition. If prior to taking possession of the Property, Lessee determines that the condition of the Property is not acceptable, Lessee may provide Lessor with its notice of intent to terminate this Lease and this terms of this Lease shall expire and be of no further force or effect. 3.3 Ownership of Improvements During the Term of this Lease, Lessee shall hold title to the improvements constructed and installed on the Property by Lessee (collectively, "Improvements") and to all personal property necessary or convenient to Lessee's operation or maintenance of the Property, such as fixtures, machinery, lighting, staging, merchandise, trade fixtures (collectively, "Equipment") that have been constructed or placed on the Property. Title to the Equipment shall remain with the Lessee at the expiration or termination of the Lease as provided in Section 3.4. 3.4 Surrender of Property 3.4.1 On expiration of the Term or termination of this Lease, Lessee shall peaceably and quietly leave and surrender the Property to Lessor and leave all Improvements in good order, condition and repair, reasonable wear and tear and obsolescence excepted and free and clear of all liens and encumbrances other than those, if any, permitted hereby or otherwise created or consented to in writing by City and any leasehold mortgage permitted in writing by City. Lessee shall deliver to Lessor all contracts, agreements, books, records, and other documents related to the operation, 5 maintenance or use of the Property. 3.4.2 Upon the expiration of the Term or termination of this Lease and within ten (10) days of a written request by Lessor, or reasonably necessary and as agreed to by Lessor, Lessee shall immediately remove the Equipment from the Property and deliver to Lessor the following: (i) Documents reasonably necessary for Lessor's ownership of the Property to be clearly reflected of record. (ii) Title insurance, surety bond, or other assurances reasonably acceptable to Lessor insuring Lessor against all claims and liens against the Property other than those incurred by Lessor or accepted by Lessor in writing. (Hi) All plans, surveys, permits and other documents relating to the Property as may be in the possession of Lessee at the time. ARTICLE 4 TERM 4.1 Existing Lease It is mutually agreed by the parties that the Existing Lease shall be deemed terminated with respect to all or any portion of the existing Girl Scout program center and its premises on the 180th day following notice from the Lessor. On the date of termination of the Existing Lease, GSOC shall have no further obligations under the Existing Lease. This Lease shall supersede the Existing Lease, except that all personal property and/or Equipment (fixtures, partitions/counters/shelving, etc) attached to and/or placed on the existing program center and its applicable premises may be removed by the GSOC. The GSOC agree to remove the personal property and equipment it desires in a timely manner consistent with the schedule for demolition of the existing program center and as agreed to by the parties. 4.2 Duration and Commencement The Term of this Lease shall commence on the Date of Possession and shall expire on the fiftieth (50th) anniversary subject to early termination provided herein. 6 ARTICLE 5 RENT/CONSIDERATION 5.1 Money Payable by Lessee On the Date of Possession, Lessee shall pay $50.00 for the term of the Lease, which amount shall not be prorated in the event of early termination of the Lease. 5.2 Other Consideration In consideration for this Lease, Lessee covenants that, during the Term, it will: 5.2.1 Operate and maintain a first class Girl Scout program facility. 5.2.2 Maintain its non-profit status. 5.2.3 Construct the Improvements in accordance with the provisions of Article 8 and maintain the Property in accordance with this Lease at no cost to Lessor except as otherwise provided by this Lease. 5.2.4 Defend, indemnify and hold Lessor harmless with respect to the construction of Improvements, use, maintenance and operation of the Property. ARTICLE 6 USE OF PROPERTY 6.1 Uses 6.1.1 Permitted Uses. The Property shall be used primarily for the operation and maintenance of a Girl Scout program facility consistent with the mission of the GSOC and the Newport Beach Girl Scouts Program Facility Description included as Exhibit H (hereafter referred to as "Permitted Uses"). 6.1.2 Joint Use. When not in use by Lessee, and upon reasonable notice given to Lessee, City and other City organizations may use portions of the Property for recreation, education, community events and civic meetings (hereafter, "Joint Use Activities"). Joint Use Activities by the City and other City organizations shall be those activities that the City specifically undertakes or undertakes under supervised contracts with third party vendors. City shall have priority over all other uses not directly related to GSOC. The scheduling of the 7 Joint Use Activities shall be coordinated by the Lessee's property manager in consultation with the City's Recreation and Senior Services Department and confirmed in writing by Lessee. Following any Joint Use Activities, Lessor shall ensure that the Property is left in the same condition as prior to the Joint Use Activities and shall provide for any janitorial services necessitated by the Joint Use Activities. 6.1.3 Prohibited Uses. Lessee shall not sell or permit any use that is inconsistent with or prohibited by any City ordinance, regulation or policy including, but not limited to, the City's Municipal Code, General Plan and Coastal Land Use Plan. 6.1.4 Signs. Lessee shall not place or permit to be placed any sign that is not in compliance with the regulations included in the Newport Beach Municipal Code pertaining to signs upon the exterior or in the windows of the Property. 6.2 Change of Use Lessee shall not use, or conduct any activities on, the Property except the Permitted Uses without the prior written consent of Lessor, which consent may not be unreasonably withheld and provided that such uses and activities are consistent with the mission of the GSOC. 6.3 Compliance with Laws Lessee shall not use the Property in a manner liable to create a public or private nuisance or liable to cause structural injury to the Property or the Improvements. Lessee shall not conduct any operation that would invalidate any insurance coverage required of Lessee. Lessee shall not violate any local, state or federal law in the construction of Improvements, maintenance, or operation of the Property. Lessee shall obtain any required permit(s) from the City and any required approvals or permits from state or federal agencies. 6.4 Zoning and Planning Lessee shall be entitled to repair, alter, and modify the structures and improvements on the Property in accordance with the provisions of the Zoning Code provided Lessee complies with the provisions of this Lease. Approvals granted by Lessor pursuant to Article 8 of this Lease shall not substitute for land use and development approvals and permits required by the Newport Beach Municipal Code. 8 • • 6.5 Nondiscrimination 6.5.1 Lessee shall not discriminate against any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the renovation, operation, enjoyment or occupancy of the Property. ARTICLE 7 RESERVED ARTICLE 8 REQUIRED IMPROVEMENTS 8.1 Lessee's Obligations This Lease contemplates that Lessee shall cause construction of the Improvements on the Property so that it may be used by Lessee as a GSOC program facility. Lessee's construction of the Improvements shall be as generally described in Exhibit D and as identified in the Conceptual Design Plans dated April 30, 2013, included in Exhibit I, which is incorporated herein by this reference (the "Conceptual Design Plans"). The Conceptual Design Plans shall be consistent with the overall design of Marina Park and all regulatory approvals granted by City and any other regulatory agency and all plans approved by the City for both the Property and Marina Park. Any amendment or modification to the Conceptual Design Plans requires the prior written approval of the Lessor, which approval shall not be unreasonably withheld 8.2 Design Development Plans Lessee shall prepare, and submit for Lessor's approval Design Development Plans that shall be based on and generally consistent with the Conceptual Design Plans. 8.3 Final Construction Plans Drawings and Related Documents Subsequent to Lessor's approval of the Design Development Plans, Lessee shall submit final construction plans, drawings and related documents ("Final Construction Plans") to Lessor for review and approval. Final Construction Plans shall be based on, and generally consistent with, and will detail the information provided in the Design Development Plans. The Final Construction Plans shall 9 include all interior and exterior design details. 8.4 Building Permits Lessee will apply for all necessary building permits from Lessor. Lessee shall also obtain all permits or approvals required of any other governmental entity having jurisdiction over the Property or any modification to the Property. In the event that another governmental agency with jurisdiction over the Property requires modification of the Design Development Plans or Final Construction Plans, the modifications shall be submitted to Lessor for review and approval. Lessor shall not unreasonably withhold or delay the issuance of building permits. 8.5 Schedule for Required Improvements 8.5.1 Regulatory Approvals. Lessee shall submit plans, diligently pursue their approval, and use reasonable efforts to obtain all regulatory approvals necessary for the construction of Improvements by January 1, 2015. 8.5.2 Construction of Improvements. Lessor and Lessee shall meet and confer in good faith to execute a memorandum of agreement to provide for Lessor's construction of the Improvements ("MOA") subject to reimbursement by GSOC for all costs of construction. Should Lessee and Lessor fail to enter into an MOA, or should Lessee not elect to have Lessor construct the Improvements, then Lessee agrees to not commence construction of the Improvements until the City has issued a Notice of Completion for the Marina Park Community Center Building, and Lessee shall complete construction of the Improvements no later than two (2) years from Lessee's commencement of construction. To the extent that any City property including, but not limited to, the Marina Park Property, public streets and sidewalks, is damaged during Lessee's construction of the Improvements, Lessee agrees to repair all direct and related damage at its sole cost and expense to like new condition. 8.6 General Requirements 8.6.1 The Required Improvements shall be constructed in compliance with the provisions of this Lease that regulate, or relate to, the construction, alteration or maintenance of improvements on the Property. Lessee acknowledges that the reviews and approvals required by this section are proprietary activities related to Lessor's 10 ownership of the Property and are separate and distinct from any review or approval conducted by the City in its municipal capacity. Lessee also acknowledges that any approval given pursuant to this section does not bind Lessor when acting in its municipal charter city capacity. Consistent with this Lease, however, the Lessor and City agree to support the Lessee's efforts to obtain all necessary regulatory approvals and permits required for the full implementation of the Lease. In the event that Lessee is unable to obtain all necessary approvals and permits, or is subject to conditions that limit Lessee's ability to implement the Lease, the parties agree to meet and discuss in good faith the impacts of such event(s) and negotiate an amendment of this Lease. If the parties are unable to negotiate an amendment to the Lease within thirty (30) days of meeting and conferring on the events, Lessee may terminate this Lease. 8.6.2 Lessor shall designate a Project Manager to review, and approve or disapprove the Design Development Plans and the Final Construction Plans, or any changes thereto. Any Lessor disapprovals shall state in writing the reasons therefore and changes requested by Lessor. Such reasons and such changes shall be consistent with Exhibit D and Exhibit I and any items previously approved or deemed approved by Lessor, in its proprietary role, or by City in its municipal capacity. 8.6.3 Where required, and if applicable, and pursuant to the provisions of the State of California Labor Code, the Davis -Bacon Act, or any other law, not less than the general prevailing rate of per diem wages including legal holidays, and overtime work for each craft or type of workman needed to execute the work contemplated under this Lease, shall be paid to all workmen employed on the work to be done according to this Lease by Lessee or any approved subcontractor, and shall be deemed to include employer payments for health and welfare, pension, vacation and similar purposes. If both the Davis -Bacon Act and State of California prevailing wage laws apply and the federal and state prevailing rate of per diem wages differ, Lessee and subcontractor, if any, shall pay the higher of the two rates. Said prevailing rate of per diem wages are on file at the City, Office of the City Clerk, 3300 Newport Boulevard, Newport Beach, California 92658, and are available to any interested party on request. 11 • • 8.7 Extensions Lessee may request, and the Lessor may, but is not required to, grant, an extension with respect to any of the deadlines specified in this Lease. Lessor may not unreasonably withhold its consent for an extension provided that Lessee is proceeding in good faith and a reasonable manner as determined by Lessor in its sole and absolute discretion. All requests for extensions shall be submitted to the City Manager for review and a determination whether to grant or deny the request. The City Manager's determination shall be final. Extensions authorized by this Section are in addition to any extension resulting from force majeure. ARTICLE 9 REPAIRS AND MAINTENANCE Lessee shall, at Lessee's expense, perform all routine and recurring maintenance necessary to keep the Property in good order and condition and shall exercise due diligence to protect the Property from damage and in accordance with the standards in this Lease. Lessee shall, at a minimum perform the following: (i) the maintenance of the exterior surfaces of the buildings (including patching and resurfacing the roof membrane and painting or other protective treatment of the exterior wall of the buildings); (ii) maintenance of the rest rooms (including repairs or replacements of tile or rest room fixtures); (iii) the maintenance of electrical systems solely serving the Property and the repair and replacement of components; (iv) maintenance of all pipes and plumbing systems solely serving the Property, and the repair and replacement of components; and (v) the maintenance of all building service equipment (including HVAC equipment, conveyancing systems, and fire, life safety, and emergency equipment) and the repair and replacement of components. During the term of the Lease, in the event that Lessor is unsatisfied with any maintenance or repairs performed by Lessee, the Parties shall meet and confer as soon as reasonably practicable to address Lessor's concerns promptly. Lessee shall not be responsible for the cost of and repair or maintenance required because of the acts or omissions of Lessor. ARTICLE 10 STATUS AND MANAGEMENT OF LESSEE 10.1 Nonprofit Status During the Term, Lessee shall maintain its status as a Califomia public benefit nonprofit corporation in full compliance with the California Nonprofit Corporation Law (California Corporation Code Section 5000 et seq.). Lessee shall also maintain its qualification as a tax-exempt organization under 501(c)(3) of the Internal Revenue Code (or any successor statute). 12 10.2 By -Laws During the Term, Lessee shall maintain by-laws governing the management and operation of the nonprofit corporation, and provide Lessor with a current copy of the by-laws if such by-laws are required by its charter with the national girl scout organization ("Girl Scouts USA"). ARTICLE 11 ALTERATIONS 11.1 Written Consent Except as otherwise provided in Section 11.2, Lessee shall obtain the written consent of Lessor prior to making any structural or nonstructural alterations to the Property. All structural and nonstructural alterations to the Property shall conform to the approved plans for the Property. "Alterations" shall mean any modification, addition, or Improvement to the real property or to the Improvements that will be undertaken by Lessee subsequent to construction of Improvements required by this Lease, whether by addition or deletion. Lessee shall be solely responsible for all costs and expenses incurred in making any alteration. All alterations shall be surrendered with the Property when this Lease expires or terminates. 11.2 Minor Alterations Improvements including, maintenance, repairs and replacement shall be considered Minor Alterations so long as any Improvement replaced is of like kind and quality. Lessee may during the term of this Lease complete certain alterations and improvements to the Property (deemed "Minor Alternations") without Lessor's prior approval, provided such Minor Alterations individually meet all of the following criteria: (1) Would not require Lessee to apply for a building permit for completion of such Minor Alteration; (2) Would not result in any violation of any provision of this Lease; (3) Would not result in a substantial change in the character of the Improvements or the use for which they were intended; (4) Would not involve or result in any change in the exterior of the Improvements that materially changes the design of the Improvements based on the approved Construction Plans; (5) Would not be of lesser quality or result in the diminution of the value of the Property or Marina Park; 13 (6) Would not weaken the structural integrity of the Improvements or any portion thereof. Improvements and changes in the Property which meet the criteria contained herein and which involve the installation of fixtures, partitions, counters, shelving, and equipment as deemed necessary and appropriate by Lessee will not be considered "Alterations" or "Minor Alterations" and do not require Lessor's prior approval. 11.3 Demolition Lessee shall not, without prior written approval of City, demolish, alter, or remove all of any structural part of the Property or any Improvements located upon the Property. 11.4 Notice of Non -responsibility Structural and nonstructural alterations which require Lessor approval shall not be commenced until ten (10) days after Lessor has received written notice from Lessee stating the date work is to commence so that Lessor can post and record an appropriate Notice of Non -Responsibility. Structural alterations requiring a building permit shall be made as stipulated by the City's adopted Building Code. ARTICLE 12 PAYMENT OF UTILITIES, TAXES, CHARGES AND FEES 12.1 Public and Private Utility Services Lessee will pay all charges for all public or private utility services and all sprinkler systems and interior protective services provided to or for the Property. Lessee will comply with the terms and conditions of contracts relating to such services. Lessor shall not be liable for any failure or defect in the supply of any utility. 12.2 Refuse The Property is included with the City's commercial refuse collection facilities. Lessee shall pay all charges applied to the Property for refuse collection services whether billed by the City or its refuse collection service provider. 12.3 Taxes, Assessments, Fees and Charges Lessee covenants to pay when due and prior to delinquency all applicable taxes, assessments, fees, charges, and levies of every type and character, including all 14 interest and penalties, that are imposed, assessed or levied on the Property, any occupancy or use of the Property, or any income derived from the Property. Nothing herein shall be deemed to prohibit the Lessee from contesting the validity or amount of any tax, assessment, fee, charge, encumbrance or lien, or to limit the remedies available to the Lessee in respect thereto. 12.4 Proof of Payment Lessee agrees to furnish to Lessor, upon request, proof of the timely payment of any tax, assessment, levy, fee or charge or other. Lessee may pay any assessment or tax in installments if legally permissible to do so. In the event Lessee elects to pay assessments or taxes in installments, Lessee shall be liable only for those installments which become due and payable during the Term of this Lease. 12.5 Payment by Lessor In the event that Lessee fails to pay any assessment, tax, fee or charge levied on the Property, if any, Lessor may, at its option, pay any assessment, tax, fee or charge together with any penalties and/or interest before the due date if Lessor has a reasonable belief that Lessee is unwilling or unable to make the payment. In such event, Lessee shall fully reimburse Lessor within ten (10) days of written notice of payment by Lessor. 12.6 Property Taxes not Valid The obligation of Lessee to pay taxes shall not be construed as evidence that Lessor or Lessee believe that any tax is legal. This Lease is intended only to obligate Lessee to pay taxes if legally imposed. 12.7 Notice of Possessory Interest: Payment of Taxes and Assessments on Value of Entire Lease Premises In accordance with California Revenue and Taxation Code Section 107.6(a) and Health and Safety Code Section 33673, Lessor states that by entering into this Lease, a possessory interest subject to property taxes may be created, and if so, that Lessee shall pay taxes upon the assessed value of the Property and not merely the assessed value of its leasehold interest. Lessee or other party in whom the possessory interest is vested may be subject to the payment of property taxes levied on such interest. 15 ARTICLE 13 LIENS 13.1 Indemnification Lessee shall indemnify, defend and hold Lessor and the Property free, clear and harmless from any claims, liens, demands, charges, encumbrances or litigation arising directly or indirectly out of (1) Lessee's use, occupancy or operation of the Property or (2) any work performed on, or any material furnished to the Property at the request or direction of Lessee. Lessee shall pay, prior to delinquency, for all work performed on, and material furnished to, the Property which may result in a lien on the Property and shall use its best efforts to keep the Property free and clear of all mechanic's liens and similar liens. 13.2 Satisfaction of Liens Lessee shall fully pay and discharge a judgment or lien affecting the Property upon entry of final judgment in any action contesting any claim of lien (if final judgment establishes the validity of all or a portion of the lien). Lessee shall also pay any lien within fifteen (15) days after notice of the filing of any lien that Lessee does not contest. Lessee shall reimburse Lessor upon demand for any and all loss, damage and expense, including reasonable attorneys' fees, incurred by Lessor with respect to any judgment or lien resulting from the acts or omissions of Lessee related to the Property. Lessor shall have the right to satisfy any judgment or lien if Lessee fails or refuses to do so and Lessee shall fully reimburse Lessor in such event. 13.3 Notice to Lessor Lessee shall give Lessor written notice of any claim or lien filed against the Property and any action or proceeding instituted affecting the title to the Property. 13.4 Notice of Non -Responsibility Lessor shall have the right to post and maintain on the Property any Notice of Non -Responsibility authorized by law. ARTICLE 14 INDEMNIFICATION 14.1 Indemnity Lessee shall defend, indemnify and hold harmless Lessor, its officers, directors, 16 employees, agents and representatives from and against any and all legal or administrative proceedings, claims, reasonable attomeys' fees and costs, expenses, penalties, actual damages, including indemnity claims, in any way related to Leesee's (i) improvement, use, maintenance, or operation of the Property (ii) this Lease (iii) the use, release, generation, storage or disposal of Hazardous Materials (as defined in Section 14.6 on the Property by Lessee or any agent of Lessee, (iv) compliance or non-compliance with any federal, state or local environmental law, ordinance, rule or regulation, (v) any accident or injury to, or death of, persons or damage to property occurring on or about the Property (vi) the removal, clean-up, encapsulation, detoxification or any other action taken by Lessee or any agent of Lessee , directly or indirectly arising out of the presence of Hazardous Materials in, on or around the Property. If the storage, use and disposal of Hazardous Materials on the Property is caused by the Lessee or any agent of Lessee and results in contamination or deterioration of water or soil resulting in a level of contamination greater than maximum allowable levels established by any governmental agency having jurisdiction over such contamination, Lessee shall promptly take any and all action required by such agency to investigate and clean-up such contamination. Lessor shall defend, indemnify, and hold harmless Lessee, its officers, directors, employees, agents and representatives from and against any and all legal or administrative proceedings, claims, reasonable attorney fees and costs, expenses, penalties, actual damages, including indemnity claims, in any way related to (i) intentional acts or negligence of Lessor, its officers, officials, consultants, agents, employees, contractors, or invitees arising with regard to use or entry onto the Property by Lessor,(ii) the use, release, generation, storage or disposal of Hazardous Materials (and defined in Section 14.6) on the Property by Lessor or any agent of Lessor; (iii) Lessor's compliance or non-compliance with any federal, state or local environmental law, ordinance, rule or regulation, (v) any accident or injury to, or death of, persons or damage to property occurring on or about the Property as result of Lessor's use of the Property, (vi) the removal, clean-up, encapsulation, detoxification or any other action taken by Lessor or any agent of Lessor, directly or indirectly arising out of the presence of Hazardous Materials in, on or around the Property. If the previous, current and future storage, use and disposal of Hazardous Materials on the Property is caused by the Lessor or any agent of Lessor and results in contamination or deterioration of water or soil resulting in a level of contamination greater than maximum allowable levels established by any governmental agency having jurisdiction over such contamination, Lessor shall promptly take any and all action required by such agency to investigate and clean-up such contamination. 14.2 CERCLA Liability 17 • • Lessee and Lessor mutually agree that this Lease is intended to operate as an indemnification under Section 9607(e) (1) of the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), as amended, and the California Hazardous Substances Act ("CHSA"), as amended. 14.3 Expense of Proceedings The defense of any suit, action, legal or administrative proceeding that may be threatened, brought or instituted against Lessor or Lessee that is the subject to the indemnification provisions included in this Lease shall be conducted at the respective Party's sole expense. 14.4 Release As of the Date of Possession, Lessee waives, releases and forever discharges Lessor from any and all suits, causes of action, legal or administrative proceedings, claims, demands, liabilities, losses, costs, interest, attorneys' fees, expenses, penalties, actual damages, punitive damages and losses, known or unknown, which Lessee ever had, now has, or may have in the future that are in any way related to (i) the condition, status, quality, nature, contamination or environmental state of the Property including Lessee's claims under the CERCLA, the Carpenter -Presley -Tanner Hazardous Substance Account Act and any other federal, state or local law, ordinance or regulation, or common law theory of recovery, pertaining to the presence, release, clean-up or containment of Hazardous Materials on the Property. 14.5 Waiver of California Civil Code Section 1542 Section 1542 of the Califomia Civil Code states: A general release does not extend to claims which the 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. Lessee knowingly and voluntarily waives its rights pursuant to California Civil Code Section 1542. Lessee fully understands the consequences of this waiver and has been advised of the consequences by legal counsel. The Parties intend this Lease will be effective as a bar to Lessee's Claims. Lessee's Initials 18 • • 14.6 Definition of Hazardous Materials The term "Hazardous Materials" means, without limitation, gasoline, petroleum products, explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or similar materials, asbestos or any other substance or material that may be defined as a hazardous, toxic or dangerous substance, material, waste, pollutant or contaminant under any federal, state or local environmental law, ordinance, rule or regulation as now or at any time hereafter in effect, including, without limitation, (a) CERCLA, (b) the Federal Water Pollution Control Act, (c) the Clean Air Act (d) the Resource Conservation and Recovery Act, (e) the Toxic Substances Control Act, (f) the Hazardous Materials Transportation Act, (g) the Carpenter -Presley -Tanner Hazardous Substance Account Act, (h) Hazardous Waste Control Law, and the (i) the Porter -Cologne Water Quality Control Act (California Water Code Sections 13000 et seq.). ARTICLE 15 INSURANCE 15.1 Insurance to be maintained Lessee shall take out and maintain, no later than thirty (30) days after the Effective Date and for the Term of this Lease, at Lessee's sole cost and expense, the insurance required by Lessor as set forth in Exhibit J attached hereto and incorporated herein by this reference. ARTICLE 16 DAMAGE BY FIRE OR CASUALTY 16.1 Lessee to give Notice In case of any material damage to or destruction of the Property, Lessee will promptly give written notice to Lessor generally describing the nature and extent of the damage or destruction. 16.2 Restoration Except as provided in Section 17.3, in the event of damage to or destruction of the Property, Lessee shall repair and restore the Property to its original condition (subject to changes necessary to comply with then existing laws and any changes in design approved by Lessor), at Lessee's sole cost and expense. To the extent the insurance proceeds received from an insurance carrier ("Insurer") are insufficient to cover the cost of such repair and restoration, Lessee shall make up the deficiency out of Lessee's own funds. The repair and restoration 19 shall be commenced within a reasonable period of time following the casualty and shall be completed with due diligence. Lessee shall have the option to terminate this Lease and surrender possession of the Property to Lessor in the event the cost of such repair and restoration exceeds the sum of (i) the amount of insurance proceeds available to Lessee plus (ii) the amount of the deductible by an amount which Lessee reasonably determines renders reconstruction of the Property economically infeasible. In the event of such a termination, Lessee shall pay to Lessor the amount of the deductible and assign to Lessor any and all rights Lessee may have to the insurance proceeds from claims related to the Property or the Improvements but specifically excluding insurance proceeds from claims related to Equipment. 16.3 Casualty Late in Term Lessee or Lessor shall have the right to terminate this Lease on ninety (90) days written notice if (i) the Property is damaged or destroyed subsequent to the twenty fifth (25th) year of the Term, (ii) the costs of restoration and repair are estimated to exceed fifty percent (50%) of the then full replacement cost of the Property (excluding land costs/value), and (iii) Lessee elects not to repair or restore the Property. In such event, Lessor shall have the right to receive and retain all insurance proceeds paid or payable to Lessee on account of any damage or destruction to the Property. 16.4 Application of Insurance Proceeds In the event that Lessee is required to restore the Property pursuant to Section 16.2, proceeds from policies of insurance required by Article 15 and which are received on account of any damage to or destruction of the Property (less the costs, fees and expenses incurred in the collection), shall be applied as follows: 16.4.1 Lessee shall furnish to Lessor satisfactory evidence to Lessor of the total cost of Restoration pursuant to Section •16.2. Lessee shall then furnish to Lessor satisfactory evidence that it has available the total amount of money which, when added to the insurance proceeds received, shall be sufficient to pay the cost of such restoration. 16.4.2 Assuming satisfaction of the conditions of subsection 16.4.1 net insurance proceeds shall be paid to Lessee, unless Lessee is in Default, to fund restoration. Payments from the proceeds of insurance for restoration shall be made only upon written request of Lessee to Insurer and verification by an Independent Adjustor assigned to the claim by the Insurer that the repairs are taking 20 • place and that work continues to progress. A copy of any such written request submitted to Insurer by Lessee shall also be provided to Lessor. Final payment of insurance proceeds by Insurer will not be made until all repairs are completed and there are no mechanic's or similar liens for labor or material supplied in connection with the restoration to date. 16.4.3 Upon completion of restoration and assuming Lessee is not in default, excess insurance proceeds shall first be paid to Lessor to the extent of its actual expenses incurred by Lessor in the restoration, then to Lessee as working capital ARTICLE 17 EMINENT DOMAIN 17.1 Lease Governs The rights and obligations of the parties with respect to any Award (as defined in Section 17.4) shall be as provided in this Article if there is any taking during the Term of this Lease. 17.2 Termination of Lease This Lease shall terminate effective on the date of surrender of possession of the Property to the condemning authority in the event of a total taking. Lessee shall continue to observe and perform all of the terms, covenants and conditions of this Lease until the date of termination. 17.3 Partial Taking — Restoration If there is a partial taking, Lessee may, at its sole cost and expense, whether or not the condemnation award is sufficient for the purpose, promptly commence and diligently proceed to effect restoration of the Property as nearly as possible to the condition and character immediately prior to such taking. 17.4 Distribution of Award All awards and damages received on account of any taking, whether partial or total, including interest received ("Award"), shall be paid promptly by the person(s) receiving the same to an escrow agent mutually acceptable to Lessor and Lessee to be distributed upon appropriate instruction from the parties. 21 17.5 Allocation of Award — Partial Taking Any Award in a partial taking shall be distributed by escrow in the following order of priority: 17.5.1 First, to Lessor and Lessee to reimburse all costs and expense incurred in the collection of the Award, including fees and expenses incurred in the condemnation proceeding; 17.5.2 Second, to Lessor, as reimbursement for the costs and expenses of restoration of the Property and as those costs and expenses are incurred by Lessee; 17.5.3 Third, if Lessor and Lessee are unable to agree upon the allocation of the balance of the Award, if any, it shall be deposited by escrow into a court of competent jurisdiction to be equitably allocated by the court. 17.6 Allocation of Award — Temporary Taking In the event of a taking for temporary use or occupancy, this Lease shall continue in full force and effect and Lessee shall be entitled to claim, recover and retain any Award made on account of such temporary taking. However, if the period of temporary taking extends beyond the Term, the Award shall be apportioned between Lessor and Lessee as of the date of expiration. 17.7 Allocation of Award — Total Taking Any Award in a total taking shall be distributed by escrow in the following priority: 17.7.1 First, to Lessor and Lessee to reimburse for all costs and expenses incurred by each in the collection of the Award; 17.7.2 Second, if Lessor and Lessee are unable to agree upon the allocation, the balance of the Award shall be deposited by escrow into a court of competent jurisdiction to be equitably allocated by the court. The determination of the value of Lessee's and Lessor's respective interests in the Property shall be made as if the Lease were to continue in full force and effect until the Expiration Date. 22 17.8 Conduct of Proceedings Lessee and Lessor shall jointly participate in and prosecute/defend any action or proceeding involving a taking of the Property by condemnation or under the power of eminent domain and shall jointly make any compromise or settlement. 17.9 Notices Any party receiving notice of or becoming aware of any condemnation proceedings shall promptly give written notice to the other party. ARTICLE 18 ASSIGNMENT AND SUBLETTING Lessee may not assign or sublet this Lease or any portion of the Property, without Lessor's prior written consent which consent may be withheld in Lessor's sole and absolute discretion. However, Lessee may grant such licenses, permits and concessions as are reasonable, appropriate and customary to promote a Permitted Use and are in accordance with this Lease. For the purposes of this Lease, assignment or subletting shall not be deemed to have occurred as result of any transfer of this Lease to an organization chartered or licensed by Girl Scouts of the United States of America. ARTICLE 19 LEASEHOLD MORTGAGES Lessee shall have no right to encumber its interest in this Lease, the Property or the Improvements without Lessor's prior written consent, which consent shall not be unreasonably withheld by Lessor. ARTICLE 20 PERFORMANCE OF LESSEE'S COVENANTS 20.1 Right of Performance If Lessee fails to pay any tax, fee or other charge in accordance with Article 12 within the time period required or shall fail to pay for or maintain any of the insurance policies provided for in Article 15 within the time required, or to make any other payment or perform any other act within the time required by this Lease, then Lessor may, after thirty (30) days' written notice to Lessee (or without notice in case of an emergency) and without waiving or releasing Lessee: 20.1.1 Pay the tax, assessment, fee or charge payable by Lessee pursuant to this Lease; or 23 • • compliance with the provision of the California Nonprofit Corporation Law (California Corporation Code Section 5000 et seq.), and is a tax exempt organization under 501(c)(3) of the Internal Revenue Code. ARTICLE 22 DEFAULTS, REMEDIES AND TERMINATION 22.1 Legal Actions 22.1.1 Institution of Legal Actions In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Lease. Any legal action shall be filed in the County of Orange, State of California. 22.1.2 Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Lease, with venue in Orange County. 22.2 Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Lease, the rights and remedies of the parties are cumulative. 22.3 Occurrence of Default The following acts or omissions shall be considered material breaches of this Lease if Lessee fails to cure the default within thirty (60) days after written notice of default from Lessor or, if cure is not feasible within sixty (60) days, Lessee has failed to commence cure within thirty (60) days or fails to diligently complete the cure: 22.3.1 The failure of Lessee to comply with the provisions of Articles 8 and 11 related to the design and construction of Improvements and alterations to the Property. 22.3.2 The failure of Lessee to use the Property as identified in Section 6.1. 25 22.3.3 The failure of Lessee to maintain the Property as specified in Article 9. 22.3.4 The failure of Lessee to restore or repair the Property in the event of damage or destruction as provided for in Article 16. 22.3.5 The failure of Lessee to pay any fee, tax, charge, or assessment prior to delinquency or the failure to reimburse Lessor in the event Lessor pays the fee, tax, charge or assessment. 22.3.6 The failure of Lessee to pay rent as set forth in Article 5. 22.4 Remedies If Lessee has materially breached this Lease after expiration of all applicable cure periods then a Default shall be deemed to have occurred, Lessor may give written notice to Lessee of Lessor's intent to terminate the Lease. The Notice of Intent to Terminate must include no less than ten (10) days notice to Lessee of the date and time of an open and public meeting of City Council at which time the City Council will decide if there has been a material breach in the Lease. The Lease shall terminate on the date of City Council's determination that the Lessee has materially breached the Lease. In addition to the right of termination, Lessor shall have the following additional rights and remedies: 22.4.1 Lessor shall have the immediate right to reenter the Property, take possession of the Property. In the event of termination under this section Lessor shall owe no compensation to Lessee. 22.4.2 Lessor may, at its option, enforce all of its rights and remedies under this Lease, including the right to recover the consideration and all other sums payable as they become due. Lessor shall also be entitled to recover from Lessee all costs of maintenance and preservation of the Property , and all costs, including attorneys' and receiver's fees, incurred in connection with the appointment of and performance by a receiver to protect the Property. 22.4.3 Lessor shall be entitled to recover all money payable to Lessee related to the operation and use of the Property. 26 • • 22.5 Option to Terminate Lessee shall have the option to terminate the Lease upon giving the Lessor written notice at least three hundred sixty-five days prior to a lease termination date which termination shall take effect on that lease termination date. ARTICLE 23 PERMITTED CONTESTS Lessee, at no cost or expense to Lessor, may contest (after prior written notice to Lessor), by appropriate legal proceedings conducted with due diligence, the amount or validity or application, of any Imposition or lien, and provided that the proceedings suspend collection from Lessor and any action against the Property. If Lessee fails to contest the matter, or fails to protect Lessor and Lessor's interest in the Property, Lessor may contest or settle the matter in its sole discretion and obtain reimbursement from Lessee. ARTICLE 24 ENTRY BY LESSOR Lessor may enter the Property at reasonable times for the purpose of inspecting, servicing or posting notices, protecting the Property, or for any other lawful purposes, including showing the Property to prospective purchasers or lessees. ARTICLE 25 FORCE MAJEURE Any prevention, delay, non-performance or stoppage due to any of the following causes shall be excused: any regulation, order, act, restriction or requirement or limitation imposed by any Federal, State or municipal government; acts of God; acts or omissions of Lessor; fire, earthquake, explosion or floods; strikes, walkouts or inability to obtain materials; war, riots, sabotage or civil insurrection; unusually severe weather; or any other causes beyond the reasonable control of Lessee. ARTICLE 26 MISCELLANEOUS 26.1 Notices. All notices and other communications shall be in writing, shall be sent by first class registered or certified United States mail, postage prepaid, and shall be deemed to have been given two (2) days after the day of mailing, addressed: 27 20.1.2 Pay for and maintain any insurance policies required by this Lease; or 20.1.3 Make any other payment or perform any other act that Lessee is required to pay or perform pursuant to this Lease. 20.2 Reimbursement and Damages Lessee shall reimburse Lessor for all costs and expenses incurred by Lessor in the exercise of its rights pursuant to Section 20.1. ARTICLE 21 REPRESENTATIONS 21.1 Lessor's Representations Lessor represents to Lessee that: 21.1.1 Lessor owns the Property in fee simple subject only to the permitted exceptions provided in Exhibit "E" and other matters affecting title that do not inhibit, prevent or impair the operation, maintenance or use of the Property. 21.1.2 Lessor has the power and authority to enter into this Lease and perform all the obligations of Lessor hereunder. 21.2 Lessee's Representations Lessee represents to Lessor that: 21.2.1 Lessee will examine the Property on or before the Date of Possession and will advise the Lessor whether it find the Property fit for use as a Girl Scout program facility 21.2.2 Lessor has not made any representations or warranties regarding the condition of the Property, 21.2.3 Lessee has the right, power and authority to enter into this Lease and to perform all the obligations of Lessee. 21.2.4 Lessee is a California public benefit nonprofit corporation in full 24 performance of any term of this Lease, or to exercise any right, power or remedy upon a Default under this Lease, shall constitute a waiver. 26.5 Severability If any term of this Lease or any application thereof shall be declared invalid or unenforceable by a court of competent jurisdiction, the remainder of this Lease shall not be affected. Unless otherwise expressly provided, any approval or consent of Lessor required shall not be unreasonably withheld or delayed. This Lease shall be binding upon and inure to the benefit of and be enforceable by the respective successors of the parties. 26.6 Holding Over A tenancy for month -to -month shall result if Lessee remains in possession of the Property with consent of Lessor after the expiration of the Term. The month -to - month tenancy shall be on the same terms and conditions as contained in this Lease. 26.7 No Partnership This Lease does not cause Lessor to be a partner of Lessee, a joint venture with Lessee, or a member of a joint enterprise of Lessee relative to the operation of a Girl Scout program facility on the Property. 26.8 Time of the Essence Time is of the essence relative to all of the terms, provisions, covenants and conditions of this Lease. 26.9 Authority Each individual executing this Lease on behalf of the Lessee represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of the foundation, in accordance with a duly adopted resolution of the Board of Directors, and that this Lease is binding upon the foundation in accordance with its terms. Lessee represents and warrants to Lessor that the entering into this Lease does not violate any provisions of any other agreement to which Lessee is bound. 26.10 City Authorization The City Manager of the City of Newport Beach is hereby authorized, on behalf 29 of the City, to sign all documents necessary and appropriate to carry out and implement the Lease and to administer the City's obligations, responsibilities and duties to be performed under the Lease. 26.12 Counterparts This Agreement may be executed in two or more counterparts, each of which shall be identical and may be introduced in evidence or used for any other purpose without any other counterpart, but all of which shall together constitute one and the same agreement. 26.13 Attachments and Exhibits This lease includes the following Exhibits, which are attached hereto and made a part hereof: Exhibit A - Map of Marina Park property Exhibit B - Legal Description of Leased Property Exhibit C - Map of Leased Property Exhibit D - Description of Improvements Exhibit E - Permitted Exceptions Exhibit F - Location of Parking Areas Exhibit G - Parking Management Plan Exhibit H - Program Facility Description Exhibit I - Conceptual Design Plans Exhibit J - Insurance Requirements [SIGNATURES ON NEXT PAGE] 30 FOR LESSOR CITY OF NEWPORT BEACH Keith D. Curry Mayor City of Newport Beach FOR LESSEE Nancy Nygren Chief Executive Officer Girl Scouts of Orange County APPROVED AS TO FORM CITY OF NEWPORT BEACH: Aaron Harp City Attorney City of Newport Beach ATTEST: CITY OF NEWPORT BEACH 64Aa. NAL_ Leilani Brown City Clerk City of Newport Beach Dated S 7/3 Dated Dated u' / J Dated "7.3 .)3 [END OF SIGNATURES] 31 FOR LESSOR CITY OF NEWPORT BEACH Keith D. Curry Mayor City of Newport Beach FOR LESSEE N$ncy Nn Chief Ex cutive Officer Girl Scouts of Orange County APPROVED AS TO FORM CITY OF NEWPORT BEACH: Aaron Harp City Attorney City of Newport Beach ATTEST: CITY OF NEWPORT BEACH Leilani Brown City Clerk City of Newport Beach Dated Dated 6/0274 3 Dated Dated [END OF SIGNATURES] 31 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of D rcul G, On JUh•G 17 .20(3 before me, Date f personally appeared KIM RIEFF Commission / 1967596 Notary Public - California Me Orange County t • Comm. Expires Jan 26, 2016 Place Notary Seal Above } CIVIL CODE § 1189 WI -CA& Zf r—Pc Ate /t ru ThL (c Here Insert Name and Title the Officer V'e1.4,4 . rf-j Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the personcerwhose name(s) is/azC subscribed to the within instrument and acknowledged to me that he/she/they—executed the same in his/her/their authorized capacity(ies); and that by his/tier/their signature(ron the instrument the person(sror the entity upon behalf of which the persons) -acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited E General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator • Other: Number of Pages: Signer's Name: PI Corporate Officer — Title(s): ❑ Individual Partner — ❑ Limited ❑ General Attorney in Fact Li Trustee ❑ Guardian or Conservator ❑ Other: RIGHT TH OF 5 UMBPRINT GNER Top of thumb here Signer Is Representing: ® 2010 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) RIGHT THUMBPRINT OF SIGNER Top of thumb here Item #5907 To Lessor; City Manager City of Newport Beach 100 Civic Center Drive Newport Beach, CA, 92658-8915 With a copy to both: City Attorney's Office City of Newport Beach 100 Civic Center Drive Newport Beach, CA, 92658-8915 Real Estate Division City of Newport Beach 100 Civic Center Drive Newport Boulevard, CA 92658-8915 or at such other addresses as Lessor shall have furnished to Lessee; and To Lessee; Nancy Nygren Chief Executive Officer Girl Scouts of Orange County 9500 Toledo Way Irvine, CA 92618 26.2 No Claims Against Lessor Nothing in this Lease constitutes any consent or request by Lessor for the performance of any labor or services or the furnishing of any materials to the Property 26.3 Integration This Lease, and the exhibits, are the entire Agreement between the Parties, and there are no agreements or representations between the Parties except those specified in this Lease. This Lease supersedes any prior negotiations, representations, discussions or agreements between the Parties with respect to the Property. Except as otherwise provided, no subsequent change or addition to this Lease shall be binding unless in writing and signed by the parties, and approved as to form by Lessor's City Attorney. 26.4 No Waiver by Lessor To the extent permitted by law, no failure by Lessor to insist upon the strict 28 State of California County of Orange On this the 2-14"day of 2-4-7n1- before me,S't afiri,c." 2_ cc&cdt Notary public, personally appeared NA14chi NYEt2FJ and proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that here)executed the same in hiseauthorized capacity, and that by signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS - d and official seal. (SEAL) Not SHANNON i1CCARD( Commission • 192112E "er' `. ''u Notary Public - CihfornN Orange County "' M Comm. Eipires fab tt 2015t State of California County of Orange On this the day of before me, Notary public, personally appeared and proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary's Signature (SEAL) 1 V 1I81HX8 Cons) Surveying, Inc. April 29, 2013 EXHIBIT B LEASE DESCRIPTION THAT PORTION OF FILLED TIDE AND SUBMERGED LAND AND A PORTION OF SWAMP AND OVERFLOWED LANDS LOCATION NUMBER 3089 PATENT TO JAMES MCFADDEN ON MAY 16, 1892, SITUATE IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF LOT 16 OF BLOCK 117, SECTION B, NEWPORT BEACH AS SHOWN ON A MAP FILED IN BOOK 4, PAGE 27 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT ALSO BEING ON THE SOUTHEASTERLY RIGHT OF WAY LINE OF 18TM STREET (40 FEET WIDE); THENCE ALONG SAID SOUTHEASTERLY RIGHT OF WAY LINE NORTH 10°36'36" EAST 106.15 FEET; THENCE LEAVING SAID SOUTHEASTERLY RIGHT OF WAY LINE SOUTH 79°23'24" EAST 14.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 10°36'36" EAST 58.92 FEET; THENCE SOUTH 79°23'24" EAST 3.50 FEET; THENCE NORTH 10°36'36" EAST 16.59 FEET TO THE BEGINNING OF A NONTANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 54.00 FEET, A RADIAL BEARING TO SAID POINT BEARS SOUTH 14°21'08" WEST; THENCE NORTHEASTERLY 26.16 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 27°45'27" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 54.00 FEET, A RADIAL BEARING THROUGH SAID POINT BEARS NORTH 13°24'19" WEST; THENCE SOUTHEASTERLY 52.20 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 55°23'21"; THENCE NONTANGENT SOUTH 28°55'40" WEST 5.27 FEET TO THE BEGINNING OF A NONTANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 54.00 FEET, A RADIAL BEARING TO SAID CURVE BEARS SOUTH 28°34'18" WEST; THENCE SOUTHEASTERLY 16.83 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 17°51'17"; THENCE NONTANGENT SOUTH 20°36'39" WEST 14.81 FEET; THENCE SOUTH 69°23'21" EAST 4.91 FEET; THENCE SOUTH 20°36'39" WEST 53.27 FEET; THENCE SOUTH 43°40'33" EAST 9.90 FEET; THENCE SOUTH 31°35'19" WEST 4.31 FEET; THENCE NORTH 67°16'47" WEST 44.45 FEET; THENCE NORTH 79°23'24" WEST 29.28 FEET; THENCE SOUTH 10°36'36" WEST 0.83 FEET; THENCE NORTH 79°23'24" WEST 20.75 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 7,326 SQUARE FEET, MORE OR LESS. ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT B ATTACHED HERETO AND MADE A PART HEREOF. DATED THIS 1°` DAY OF MAY, 2013 GWEN-VERA DEL CASTILLO, PLS 5108 1N 107-005-04 Lease 1 JOB +: 107-005 DATE: 4/26/13 SCALE: i"=40 SHEET 1 OF 1 N14'21'08"E o co — BACK o A�LEVARO cv SIT C N13'24'19"W RAD PRC N28'34'18"E r N41'59'02"E (RAD} N10'43'01 "E (RAD) 2 HEARING DIST14.ANCE00' 1 N l0' 36' 36' E 106. 15' 3 58. 92' 4 3. 50' 5 16. 59' 8 5. 27' 10 11 14. 4. 91' 81' 12 53. 27' 13 9. 90' 14 4. 31' 15 44. 45' 16 29.0. 83' 28' 17 18 20. 75' 6 7 9 GIRL SCOUT LEASE S79' 23' 24' E N I O' 36' 36' E S79' 23' 24' E NI 06 36' 36' E S28.55' 40' W S20'36'39'W S69' 23' 21' E S20' 36' 39' W S43' 40' 33' E S31'35' 19'W N67' 16' 47' W N79' 23' 24' W S 10' 36' 36' W N79' 23' 24' W RADIUS 54. 00' 54. 00' 54. 00' DELTA 27' 45' 27' 55' 23' 21' 17'51' 17' LENGTH 26. 16' 52. 20' 16. 83' COAST SURVEYING. INC. 91.18112. CA 92780-6527 (714) 919-6266 Project Description: Girl Scouts Leadership Center The Girl Scouts Leadership Center is a single -story, 4,200 s.f. steel -framed, plaster -clad structure with masonry veneer and wood -like accents on the exterior. The occupancy is A-2 and building type is V-B (fully sprinklered). It consists of two meeting rooms , a double volume atrium space, a small kitchen, a service core with a shower/changing room and three showers , a restroom with four toilets and three lays for the girls, a men's restroom with a toilet, urinal and lav, and miscellaneous storage and utilities. Two separate curving aluminum standing seam roof top the atrium and one of the meeting rooms. A single ply monolithic elastomeric roof covers the other meeting room, kitchen and service core areas. The exterior features dual insulated low-e glass throughout and utilizes natural ventilation coupled with a forced air heating system. A 1,950 s.f. paved patio surrounded by a curving fence features a gas powered fire ring. EXHIBIT D • • EXHIBIT E PERMITTED EXCEPTIONS The City reserves the right to access and maintain the landscape improvements, irrigation, and appurtenances around the outside Girl Scouts Leadership Center perimeter. EXHIBIT E-1 !, !� 1� RUB PLANTING PRELIMINARY IRRIGATION EQUIPMENT SG EXHIBIT E-2 • • i 1.10d MIA:AAj T1 U_ H m_ 2 X W Exhibit G Marina Park Girl Scouts Leadership Center Parking Management Plan 1. A Visitor's Guide shall be prepared by the Girl Scouts of Orange County prior to occupancy of the Girl Scouts Leadership Center located at Marina Park as it relates to adult leadership training and VIP/donor meetings. The Visitor's Guide will highlight the need for minimizing parking demand, explain the parking management techniques utilized on the site, and emphasize the need and benefit of maximizing the use of carpooling. The guide shall emphasize that visitors are to park in the westerly parking area adjacent to 18th Street so as to maintain the availability of the Marina Park Community and Sailing Center's main parking area for the public (see Exhibit F). Parking management techniques to be used by the Girl Scouts of Orange County shall include, but are not limited to: • Provision to program participants the Visitor's Guide which shall include information on how and why to carpool and tying carpooling to social responsibility and the Girl Scouts culture "as Girl Scouts, we care about the environment ° • Provision to the City of Newport Beach Recreation and Senior Services Director the anticipated schedules for adult leadership training and VIP/donor meetings at the Girl Scouts Leadership Center every ninety days, provided that deletions, alterations, changes and/or additions may be made to the schedule by the Girl Scouts upon provision of a written notice to the City of Newport Beach. • When there are two or more adult leadership training and VIP/donor meetings and/or other Girl Scouts program activities scheduled for one day, the start and completion times shall be staggered by a minimum of 30 minutes, provided that volunteer trainers and staff can remain in the building to set-up for the next staggered meeting. • Connection of adult volunteers to others in the same or surrounding zip codes, with encouragement for volunteers to share email addresses of others in a same scheduled meeting or training, to facilitate carpooling between participants. • Creation of a Girl Scout Marina Park rideshare message board located Inside the building. • Provision of incentives for carpooling such as volunteer award/recognition; entry into a carpool drawing for a small gift; and/or preferential registration for carpoolers. The Visitor's Guide should particularly stress the importance of adherence to this Parking Management Plan during the months of June through September. This Guide shall be posted prominently in the facility and should be made available to all users of the site. G-1 i • 2. In recognition of the demand for 13 parking spaces assumed for the Girl Scout Leadership Center, adult leadership training and VIP/donor meetings (which are not otherwise considered by the City's Municipal Code as "Special Events" or otherwise regulated by the Newport Beach Municipal Code) shall be limited as follows: a. Between the Labor Day and Memorial Day holiday weekends: No more than 39 adults in attendance, including adult leaders, volunteers, trainers, and/or staff. b. Between the Memorial Day and Labor Day holiday weekends, excluding July 1 through July 8: No more than 30 adults in attendance, including adult leaders, volunteers, trainers, and/or staff. c. Memorial Day and Labor Day holiday weekends, and July 1 through July 8: Review and approval by the Recreation and Senior Services Director is required. The Recreation and Senior Services Director's approval shall be based on the consideration of parking demand and availability, and any other factor deemed appropriate by the City. In no event shall the approval allow for more than 30 adults in attendance, including adult leaders, volunteers, trainers, and/or staff. d. The attendance limits established above may be modified pursuant to item 3 below. 3. At any time during the Lease term, the Girl Scouts of Orange County may apply to the City of Newport Beach for an amendment to any Parking Management Plan approved pursuant to Newport Beach Municipal Code Section 20.40.110 (Adjustments for off-street parking requirements), as amended from time to time to accommodate parking demand at the Girl Scouts Leadership Center. 4. In addition to the items discussed in #1 above and for all events, the announcements and publicity issued by the Girl Scouts of Orange County for such events shall additionally emphasize the need to carpool and maximize ride sharing. Any related written announcements shall include a means of directing the users to the Visitor's Guide. 5. Any large event regulated by the Newport Beach Municipal Code Article 11 (as amended from time to time) as a Special Event, which shall include by this lease term events with attendance greater than has been approved in writing by the City, shall require an application and approval of a Special Events Permit or a Bundled Event Permit prior to the event(s) by the Recreation and Senior Services Director. The Girl Scouts of Orange County shall demonstrate that any requested scheduling of large events from the Memorial Day through Labor Day holiday weekends will not pose a negative impact on the Marina Park site, and any requested scheduling of a Special Event during that time frame may be referred by the Recreation and Senior Services Director to the City Manager for review and action. G-2 EXHIBIT H NEWPORT BEACH GIRL SCOUTS PROGRAM FACILITY DESCRIPTION The project serves to replace and enhance the currently operational Giri Scouts House on the Marina Park site at a new site location within the Marina Park project by providing a more efficient and multi -purpose environment accommodating the growing interest of the Giri Scouts of Orange County's popular destination in Newport Beach. The project proposes an approximately 4,250 square -foot single story building designed to visually and functionally anchor the north-west end of the City of Newport Beach's Marina Park project adjacent to 18th street and a City proposed tot lot. The interior of the building is characterized with a central entry functioning as a central gallery focusing on the view to the Marina and beyond while separating two proposed main meeting rooms. A small catering kitchen, restrooms/showers, miscellaneous storage and an A/V closet are also proposed. An approximately 2,000 square -foot outdoor patio area is proposed on the bay side of the project site to buffer the facility from the accessible walkway bordering the adjacent park, and to provide an enclosed gathering / play area with outdoor seating and a gas powered barbeque pit. An adjacent parking lot with 26 spaces which is being constructed by the City of Newport Beach will provide non-exclusive parking for the facility as well for the general public. The use of the new Girl Scouts Leadership Center will be similar to that of the existing facility. During the school year (mid -September through early June) the facility will be used Monday through Thursday for Girl Scouts troop meetings, other youth group meetings, and ovemight stays. These meetings will accommodate a n estimated 50 attendees with an approximate 1:5 ratio of leaders and parents to girls. Functions will occur indoors and out in the patio during these times. In addition, the facility will be utilized for overnight stays and program activities Friday afternoon through Sunday aftemoon. The groups will bring in food and prepare some meals in the kitchen for their stay, complementing their use of surrounding offsite public facilities. The facility will also be used during the summer season (mid -June through early September), 7 days per week for troop and group stays spanning 3 to 5 days. While at the site, Girl Scouts and other youth groups can be expected to participate in experiential teaming activities that emphasize the environment, conservation and sustainability along with programs such as canoeing, kayaking, crafts, marshmallow roasts and other activities consistent with the scouting program. H-1 The facility will also be used consistent with the Girl Scouts' mission for other activities incidental and related thereto, including opportunities to showcase the Girl Scouts and the Girl Scouts Leadership Center to donors, VIP's and other members of the community at times when the facility is not being used for girl programming. In addition, and integral to the Girl Scouts' mission are the adults that provide program delivery to the girls. It is envisioned that the facility will also be used for adult leadership training. Attendance for these incidental uses may not exceed that permitted pursuant to all regulatory approvals for the facility and must be consistent with the Parking Management Plan included as Exhibit G to the Lease. All functions will occur indoors and out on the patio. There will be no permanent employees operating out of the site on a regular schedule, other than Girl Scouts staff and volunteers responsible for preparation and delivery of the experiential learning and other program activities as well as a maintenance team that will clean and maintain the facility. H-2 swap(*grapnel sancas N16 ,. 0 1 x W • swims146 r,. co I— m X w • AmenissImm 'wog 1.116 re. cc G G Q G J 0 .ry as sras. _..... 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E ►i ii4lit: I rE E E S18kiiilailli pgtEth1i. CE EXHIBIT J INSURANCE REQUIREMENTS FOR LESSEES Lessee shall procure and maintain for the duration of the lease insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Lessee's operation and use of the leased premises. The cost of such insurance shall be borne by the Lessee. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including property damage, bodily injury and personal injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (for lessees with employees). 3. Property insurance Against Causes of Loss — Special Form for loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision. Notwithstanding this provision, earthquake and flood insurance are not required by this provision. Other Insurance Provisions: Unless waived by the City's Risk Management Division, the policies are to contain, or be endorsed to contain, the following provisions: 1. For General Liability, the Entity, its officers, officials, employees, and volunteers are to be covered as insureds with respect to liability arising out of ownership, maintenance, or use of that part of the premises leased to the lessee. 2. The Lessee's insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Lessee's insurance and shall not contribute with it. 3. Each insurance policy required above shall contain, or be endorsed to contain, a waiver of all rights of subrogation against the Entity 4. Each insurance policy shall be endorsed to state that coverage shall not be 1-1 canceled except after thirty (30) days' prior written notice (10 days for non-payment) has been given to the Entity. 5. The Property insurance shall name the Entity as Loss Payee as its interests may appear. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII, unless otherwise acceptable to the Entity. Deductibles and Self -Insured Retentions Any deductibles or self -insured retentions must be declared to and approved by the Entity. At the option of the Entity, which must be exercised in good faith and with reasonableness, either the Lessee shall obtain coverage to reduce or eliminate such deductibles or self -insured retentions as respects the Entity, its officers, officials, employees, and volunteers; or the Lessee shall provide a financial guarantee satisfactory to the Entity guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Verification of Coverage Lessee shall furnish the Entity with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required above. All certificates and endorsements are to be received and approved by the Entity before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Lessee's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. Waiver of Subrogation Lessee hereby grants to Entity a waiver of any right to subrogation which any insurer of said Lessee may acquire against the Entity by virtue of the payment of any loss under such insurance. This provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. Special Risks or Circumstances Entity reserves the right to modify these requirements every five years following the Effective Date, or at any time in the event Lessee changes its operation and use of the leased premises, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. J-2 MEMORANDUM OF AGREEMENT FOR CONSTRUCTION OF THE GIRL SCOUTS LEADERSHIP CENTER IN MARINA PARK AND PAYMENT REIMBURSEMENT This Agreement is made this 15th day of January, 2014, by and between THE CITY OF NEWPORT BEACH ("CITY"), a California municipal corporation and charter city and THE GIRL SCOUTS OF ORANGE COUNTY ("GSOC"), a California corporation. The City and GSOC may be individually referred to as a "Party" and collectively as the "Parties". RECITALS A. City is the owner of approximately 10.45 acres of property located at 1600 West Balboa Boulevard in the City of Newport Beach, commonly known as Marina Park. The City is pursuing redevelopment of the Marina Park site (the "Marina Park Project") and GSOC is desirous of construction of a new program facility for Girl Scouts on a portion of the City's Marina Park. B. City and GSOC have previously entered into a Ground Lease by and between the City of Newport Beach and Girl Scouts of Orange County recorded on July 8, 2013 in the Official Records of the Orange County Clerk -Recorder as Instrument No. 2013000409086 ("Lease"), which sets forth the obligations of the parties with respect to the Lease by the GSOC of certain "Property" (as defined in the Lease) and the GSOC's design, construction, maintenance and use for a new Girls Scout facility (the "GSOC Project"). C. The Parties are now desirous of planning and coordinating construction activities proposed by both the City and GSOC on the Marina Park site so that the City's Marina Park Project and the GSOC Project can be completed in an efficient and timely manner. City and GSOC desire to provide for and define the duties of the City in assuming construction responsibility of the GSOC Project and to provide for reimbursement payment by the GSOC to the City for the cost of the GSOC Project. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby mutually agree as follows: 1. DEFINITIONS Unless otherwise defined in the Lease, terms used in this Agreement shall have the meanings herein specified. 1.1 "Actual GSOC Project Cost" means the following costs with respect to the GSOC Project: (a) the actual Construction Costs for the GSOC Project; (b) Proportional share of the City's actual cost of contract services, including, (i) plan check, permit and construction service fees in an amount equal to the sum of costs of any fees for permits, licenses or other necessary govemmental approvals and reviews for the A13-00350/1.2.14 GSOC Project not already paid by GSOC; (ii) any inspection, certifications, construction staking and materials testing, equipment, geotechnical review, and building commissioning necessary for the GSOC Project; and, (iii) insurance and bonds. 1.1.1 GSOC shall be responsible for its own actual costs of professional services related to the Project's design, preparation of Plans for the GSOC Project, incorporation of plans into the City's plans and specifications for Marina Park, any environmental evaluations, any modification or changes to the Plans and GSOC's own actual construction management and administration costs required specifically for the GSOC Project. Additionally, GSOC will be responsible for any and all Furniture, Fixtures and Equipment ("FF&E") cost associated with the GSOC Project. The City will not charge GSOC for normal and expected City Staff time associated with the GSOC Project. 1.2 "Approval(s)" of submittals and other approval and review authorities under the Agreement, means approved by the GSOC Chief Executive Officer ("CEO") or designee whenever GSOC is used and when the City is used it shall mean the City Manager or his designee. 1.3 "City" means the City of Newport Beach, a charter City organized and existing under the laws of the State, and it successors. 1.4 "Completion" means that (a) construction is complete in conformity with this Agreement, the Construction Contract(s) and Plans for the GSOC Project, with all systems (including mechanical, electrical, structural, communication and other systems as applicable) in operating condition and ready for use such that GSOC may utilize the Improvements for their intended purpose; (b) all work required by this Agreement, the Construction Contract(s) and Plans for the GSOC Project, including corrective work and minor deficiencies or incomplete work is complete, as evidenced by a certification by the City and Project architect for the GSOC Project that the GSOC Project has been completed in a good and workmanlike manner and substantially in conformance with approved GSOC Project Plans; (c) a Notice of Completion has been recorded by the City for the GSOC Project; (d) any and all mechanic's and labor liens that have been recorded or stop notices that have been delivered with respect to the GSOC Project or the Contract(s) have been paid, settled, or otherwise extinguished, discharged, released, or waived; (e) a Certificate of Occupancy (C of 0) has been issued by the City, and (f) all necessary basic HVAC commissioning needed prior to C of 0 has been certified as completed by the GSOC Project architect. 1.5 "Director" means the City's Director of Public Works or his designee. 1.6 "FF&E" means furniture, Fixtures and equipment described or otherwise included in the Plans. 1.7 "GSOC Project" means the "Girl Scouts Leadership Center" and the Improvements (as defined in the Lease) which shall include: the building; including mechanical, electrical, structural, communications and all other systems necessary for A13-00350/1.2.14 operation including any FF&E as identified in the GSOC Project Plans and Specifications; on -site sidewalks, walls and fences within the Leased Property; landscaping (except for landscaping and supporting irrigation adjacent to the front and easterly and westerly building elevations of the GSOC Project which City agrees to install and maintain in conjunction with the Marina Park Project); water, sewer, gas and electrical utility line connections necessary to serve the Property as defined in the Lease; building equipment and furnishings included in the building plans and specifications and any ancillary and incidental fixtures, structures, and improvements necessary to provide an operational Girl Scouts Leadership Center, as provided for in the Plans hereinafter defined. 1.8 "Notice of Completion" means a notice of completion as described in California Civil Code Section 9204. 1.9 "Plans" means the Design Development Plans or Final Construction Plans (as defined in the Lease), and approved by the City in its proprietary capacity as Lessor pursuant to Article 8 of The Lease. 1.10 "Representative(s)" means the Chief Executive Officer of the GSOC andtor their designee or GSOC's Construction Manager. 2. CONSTRUCTION AND CONTRACTOR SELECTION 2.1 While the GSOC shall design and construct or cause to be constructed the GSOC Project pursuant to the Lease, the Parties have determined that it would likely be more efficient for the GSOC Project and the City's Marina Park project to be constructed concurrently under the administration and contracting authority of the City, subject to the GSOC's reimbursement to the City of the Actual GSOC Project Costs. 2.1.1 GSOC shall identify and provide the Representative(s) to the City who shall be notified of construction meetings and have the authority to make Project related decisions for the GSOC. 2.1.2 City at its sole cost and expense may elect to complete a Pre - Qualification process including prequalification criteria and selection scoring for segments of City's Marina Park project and the GSOC's Project to determine a pre - qualified bidder's list. 2.1.3 GSOC, at its sole cost and expense, shall provide a complete set of Plans and all necessary building permits by the date identified in Section 4.1. 2.1.4 Prior to bid advertisement, the City shall have approved the Plans pursuant to the lease; and the GSOC shall have approved the plans, specification and construction estimate for the GSOC Project. Furthermore, once the City has permitted the GSOC Project Plans, the Parties shall not thereafter modify or add further conditions to the Bid Documents for the GSOC Project without the written consent of the other Party. A 13-00350/1.2.14 2.1.5 If by the date identified in Section 4.1, the GSOC has submitted a complete set of plans and the necessary building permits are ready to be issued, then the City shall include in the GSOC Project in the Marina Park Construction Bid Documents by identifying the GSOC Project as an independent bid alternative (hereafter, "GSOC Bid Altemative") to the Marina Park Project Construction Bid Documents. The GSOC Bid Alternative format shall be consistent with the bid documents prepared by the City for the Marina Park Project. 2.2 In the event the GSOC Project is included in the Marina Park Construction Bid Documents, then, upon City's receipt of bids for the Marina Park Project, the City shall inform the GSOC in writing of the City's bid analysis and recommendation as to the lowest responsible bidder submitting a bid for the construction of the GSOC Project alternative bid item ("GSOC Bid Alternative") prior to approval by the Newport Beach City Council. GSOC shall have five (5) business days to notify the City in writing that GSOC (i) approves the GSOC Bid Alternative for the Project; and, (ii) if GSOC elects to have City include the GSOC Bid Alternative the City's award for the Marina Park Project. 2.2.1 If GSOC timely notifies the City that it approves the GSOC Bid Alternative and advises the City in writing that they want the GSOC Bid Alternative included in the construction award for Marina Park Project, then the GSOC Bid Alternative will be included in the award for the construction of the Marina Park Project, unless the City rejects all bids. Upon the award of a construction contract for the GSOC Bid Altemative, the City will construct the GSOC Project subject to the reimbursement payment by GSOC of the Actual GSOC Project Cost for the GSOC Project with the power and authority to enter into and administer all contracts, and procure any or all necessary services, including without limitation general contractors, subcontractors, inspectors, and testing firms in compliance with the Plans. 2.2.2 In the event that GSOC does not timely provide written notice required by Section 2.2.1 that it approves the GSOC Bid Alternative or if GSOC fails to elect to have the City include the GSOC Bid Altemative in the City's award for construction of the Marina Park Project, the City will not be required to include the GSOC Bid Alternative in the City's award for construction of the Marina Park Project and may reject all bids received by the City for the GSOC Bid Alternative. Pursuant to the terms of the Lease, GSOC will then have the opportunity to construct the GSOC Project following the City's completion of the Marina Park Project. In this event, the City will deliver possession of a graded pad as contemplated by the Lease subject to the City's right to access the GSOC Property as reasonably necessary during the construction of the Marina Park Project and this Agreement will automatically terminate. 2.3 Unless otherwise agreed to by the City, Contractor selection will be based as follows: 2.3.1 Contractor will be selected by the City in its sole and absolute discretion, and based on the lowest responsive and responsible bidder for the Marina Park Project, plus any separate alternatives for which the City may have options for, A13-00350/1.2.14 plus the GSOC Bid Alternative, if applicable. The City expressly reserves the right to reject any and all bids for any reason. 3. CONSTRUCTION OF GSOC PROJECT BY CITY 3.1 General. City shall cause the GSOC Project to be constructed on the Property in accordance with the Plans and this Agreement. GSOC will be responsible for ensuring that all necessary building permits have been obtained and ensuring that the Plans comply with all applicable building codes and construction requirements, 3.1.1 The GSOC's responsibility shall also include, but is not necessarily limited to, providing such necessary things as requisite building permits and the entitlements necessary for the planning, design and engineering of the GSOC Project. 3.1.2 The City's responsibility shall include obtaining all appropriate permits for the Marina Park Project, inspections, grading, installing utility connections, and necessary off -site improvements. Each party shall assume its own costs of design and construction management consultants. 3.1.3 GSOC hereby grants to City, its agents and assigns, a right to enter the Property (as defined in the Lease) for construction, inspection and administration purposes at any time in connection with the construction of the GSOC Project until Completion of the GSOC Project. 3.1.4 During the construction of the GSOC Project, City shall have complete access to the Property and will determine resolution of any and all questions regarding construction of the GSOC Project. City will use reasonable efforts to communicate with the GSOC Representative on issues relating to the GSOC Project. 3.2 Site Preparation. The Property shall be graded and utilities installed in accordance with a Grading Plan prepared by a licensed Civil Engineer and the Plan shall be reviewed and approved by GSOC and City. Approval of said Grading Plan by GSOC and City shall not relieve City of the responsibility for complying with all applicable requirements and permits. 3.2.1 City shall be responsible for delivering the Property in a rough grade condition to GSOC. City shall construct and install all necessary utility lines and/or conduits, including those for sewer, water, gas, telephone, and electricity, underground television to a point on the GSOC building pad where such lines and/or conduits will directly serve the GSOC Project, at which point, GSOC shall be responsible for all costs and installation of the utility lines directly serving the building including any connection fees, service fees, meter installation costs, cabling etc.. 4. CONTRACT MANAGEMENT AND ADMINSTRATION 4.1 Schedule. City has provided the GSOC with the current project schedule which identifies the construction of the Marina Park buildings and park improvement work as "Bid Package 3", which may include the GSOC Project provided the GSOC has A13-00350/1.2.14 (1) obtained approval of the Plans from City in its capacity as Lessor and as required by Article 8 of the Lease; and (2) the necessary building permits are ready to be issued by January 17, 2014. GSOC shall diligently work with their design team to complete and have the permits for the GSOC Project Plans ready to be issued and will coordinate with the City so that the City can incorporate the GSOC Projects Plans into the overall Marina Park Bid Package 3 by January 17, 2014. The City will use its good faith effort to work cooperatively with GSOC and its design team to incorporate the GSOC Project Plans into the Marina Park Bid Package 3. Should the GSOC Project plans and specifications not be completed, ready for permit and coordinated into the City Marina Park Bid Package 3 by said date for any reason (unless said due date is extended in writing by the City), the GSOC Project will not be included and constructed as part of the City's Marina Park Project and the GSOC may construct their Project after the completion of the City's Marina Park Project per the terms of the Lease. 4.1.1 If the GSOC Project is included and constructed as part of the City's Marina Park Bid Package 3, the GSOC shall be provided with the awarded construction schedule and any update that occurs throughout the construction of the Marina Park Project. The GSOC may suggest schedule changes or modification to the GSOC Project; however the City shall have sole authority over the management, modification and/or changes to the construction contract and schedule. The cost for any schedule changes, extensions or delays requested by the GSOC shall be the sole responsibility of GSOC. Should any circumstance arise on behalf of the City or its Contractor that result in delays on other portions of the City Marina Park Project, the GSOC Project shall not be responsible for the time delays and any associated cost imposed by the contractor that can result in additional costs to the GSOC Project. The GSOC have no rights to claim damages for any and all project delays associated with either the Marina Park Project or the GSOC Project. 4.2 Submittals and Request for Information ("RFI's) Processing. The GSOC Representative will be responsible for a timely response, review and approval of any contractor submittals and RFI's, including but not limited to product samples, mock ups, shop drawings, that GSOC wishes to review and approve. 4.3 Changes Regarding Surrounding Area or Infrastructure. City agrees to notify GSOC of any changes to the immediate surrounding area or supporting infrastructure that will have an impact on the GSOC Project and will coordinate with the GSOC on any implications to the GSOC Project. 4.4 Contractor Invoices. City shall process all invoices it receives relating to the construction of the GSOC Project and upon timely approval by the Director shall make all required payments to the Contractor based on the amount of construction completed. City shall retain 5% of any invoiced costs for the GSOC Project as contractor retention until Completion of the GSOC Project and retain any additional amounts necessary to secure the release of all stop notices or liens. 4.5 Project Site Visits. During the course of construction, the GSOC's identified construction manager and/or the identified GSOC Representative(s) for the A 13-00350/1.2. 14 GSOC Project shall have full access the GSOC Project site provided they check -in and make arrangements with the Public Works Director or his designee and that proper safety clothing and gear are worn while visiting the construction site. From time to time, and upon prior approval from the Director or his designee, up to four other GSOC adult management members may visit the site provided they wear the necessary safety clothing and gears, and are escorted by the Director or his designee. 4.6 Cost of Completion and City Reimbursement. 4.6.1 GSOC Invoices. GSOC agrees during construction of the GSOC Project to make reimbursement payments to the City within thirty (30) days of GSOC's receipt of a City reimbursement payment request ("GSOC Invoice") commensurate with the portion of the completed construction of the GSOC Project as certified in writing by Director and as recommended by the Project Architect and/or City's Construction Manager. Such reimbursement payments shall be for the GSOC Actual Costs as defined herein. For any progress reimbursement payments by GSOC, City shall provide conditional lien releases or hold back appropriate funds to cover any claims associated with reimbursement payment. Upon Completion of the GSOC Project and prior to occupancy by GSOC, City shall provide a final cost reconciliation for the GSOC Project as approved by the Director, GSOC's Construction Manager and identified GSOC Representatives, all final lien releases, and GSOC shall make a final payment to City upon determination that the GSOC Project has been completed and within thirty (30) calendar days of receipt of the final GSOC invoice. 4.7 Change Orders. City shall bring any changes discovered, necessary or requested during construction as related to the GSOC Project to the attention of the GSOC's Representative, pursuant to Paragraph 2(a), who will, in turn, provide the necessary direction, action, approvals or rejections back to the City in a timely manner, but in no case more than five (5) working days of receipt from City, so that the City can prepare the necessary Directions and Change Orders to the City's Contractor. City shall furnish GSOC's Representative with copies of any change within a reasonable and timely manner for signature approval of any proposed changed condition to the GSOC Plan, Final Construction Plans or GSOC Bid Alternative contract provisions which affect the GSOC Project. 5. WARRANTY PERFORMANCE City shall require that the GSOC be named as a covered dual obligee in the warranty bond or other security covering the construction contract for the GSOC Bid Alternative maintained during the one year period following Completion of the GSOC Project by the City. 6. INSURANCE REQUIREMENTS 6.1 The City shall or shall cause each contractor, subcontractor, vendor, equipment operator and owner operator, in each such case to the extent such Person is engaged to perform construction of the GSOC Bid Alternative to, at all times prior to A 13-00350/1.2.14 Final Acceptance of the Project, maintain and deliver to the City and keep in full force and effect the following minimum insurance policies: 6.1.1 General Liability. General liability insurance which includes, but is not limited to coverage for personal injury, premises and operational liability, losses related to independent contractors, products and completed operations, contractual liability, explosion, collapse, and underground hazards having not less than a combined single limit of $1,000,000.00 6.1.2 Automobile Liability. Automobile liability insurance which includes, but is not limited to owned, non -owned, and hired automobiles, in the amount of not less than a combined single limit of $1,000,000.00 6.1.3 Worker's Compensation. Worker's compensation insurance required by the California Labor Code for all persons employed directly or indirectly by City or any contractor or subcontractor in conjunction with construction of the Project in an amount not less than $1,000,000.00 6.1.4 Builder's Risk. Builder's Risk Property Insurance covering damages to the GSOC Project for "all risk" or special causes of loss with limits equal to 100% of the completed value of the contract with coverage to continue until final acceptance of the GSOC Project by City 6.2 Each policy of insurance shall be issued by an insurer licensed to do business in the State of California by the California Department of Insurance which insurer shall have a Best Rating of Grade A and Class VII or better, provided that the policies of worker's compensation insurance may be issued by insurers with a Best Rating of not less than B- and Class VII or better or such insurance may be provided through the State Compensation Fund, 6.3 Each policy shall bear an endorsement that provides that (a) the GSOC and its appointed Board, officers, agents and employees are additional insured under the policy as to the work being performed on the GSOC Project; (b) that the coverage provided under the policy is primary and no other insurance carried by the GSOC will be called upon to contribute to a loss under the policy; (c) that the coverage shall not be cancelled without 30 days written notice to GSOC. 7. LIENS AND STOP NOTICES City shall notify the GSOC of any stop notice served upon the City related to the GSOC Project and/or Property. 8. COMPLETION OF GIRL SCOUTS LEADERSHP CENTER BY GSOC 8.1 Inspection, Punch List and Substantial Completion, 8.1.1 Inspection and Punch List. City shall complete all buildings, improvements, and facilities for an operational GSOC Project pursuant to this A13-00350/1.2.14 Agreement and its subsections above. After construction is concluded, the GSOC Project shall be inspected by all Parties for approval of construction by City, and GSOC. The standards to be applied in approving the GSOC Project's construction shall be as follows: (a) City has constructed the facility substantially in accordance with the Agreement and Plans with all systems (including mechanical, electrical, structural and communications and other applicable systems) in operating condition and ready for use for the intended use; and (b) The work has been completed in a good and workmanlike manner; and (c) The facility complies with applicable government requirements including building codes, regulations, restrictions, permits and approvals from authorities of the appropriate jurisdictions; and (d) To the extent that any contractor, subcontractor or material suppliers have filed liens or claims relating to the GSOC Project, City shall have furnished the GSOC copies of written lien releases and releases for any claims for stop notices, mechanic's liens or rights to payment for labor and materials, pursuant to the form set forth in California Civil Code Sections 8120 et seq. from all contractors, subcontractor's and material suppliers covering the GSOC Project. 8.1.2 Substantial Completion. All Parties shall indicate in writing to City any punch list items which shall be resolved prior to final approval of the GSOC Project and issuance of a Notice of Substantial Completion. After issuance of a Notice of Substantial Completion, the Director and/or Project Architect, as applicable, shall certify to the following: (a) all work required by this Agreement, the Construction Contract(s) and Plans for the GSOC Project, including corrective work and minor deficiencies identified in punch list items or incomplete work is complete; (b) A Certificate of Occupancy has been issued by the City; (c) City shall have furnished to GSOC two sets of equipment instructions, guarantees, and warranties, as are provided by the respective manufacturers, for items installed as part of the City's contract for the GSOC Project. In addition, GSOC shall have certified that all required owner training has been provided by the Contractor for items requiring training for the GSOC Project. (d) All HVAC commissioning has been certified as completed. 8.1.3 Completion. After receiving notification from the GSOC that the GSOC Project has been completed in accordance with Section 8.1, City shall forthwith file with the Orange County Recorder a Notice of Completion, pursuant to provisions of Section 8182 of the California Civil Code, if applicable, which includes the GSOC A13-00350/1.2.14 Project. The City shall furnish to the GSOC a duplicate copy of such Notice of Completion showing thereon the date of filing with said County Recorder. Upon passage of the statutory time period for filing of liens without additional liens or stop notices being filed, any previous or new recorded or stop notices that have been delivered with respect to the GSOC Project or the Contract(s) have been paid, settled, or otherwise extinguished, discharged, released, or waived the Project shall be considered to be a Final Completion and City shall be entitled to obtain any remaining reimbursement payments due to it pursuant to the Agreement. 8.2 Latent Defects. Unless otherwise provided by law, the City hereby conveys to GSOC a non-exclusive assignment of its rights and interests under all agreements and/or contracts pursuant to which any work or services were performed by the City's consultants, contractors or other agents or representatives on the GSOC Project to the extent necessary for GSOC to file and maintain a lawsuit or otherwise enforce its rights against any such person or entity under such agreements and/or contracts for defective work or workmanship, it being understood and agreed that such assignment shall apply only to documents and contracts to the extent applicable to the GSOC Project, and to contracts that provide for such non-exclusive assignment by City. In furtherance thereof, the City shall use its best efforts to include provisions in each of such agreements and/or contracts allowing for the assignment of such rights to GSOC. 8.3 Record Drawings. GSOC's Design Consultants and Construction Manager will be responsible for delivery of final "Record Drawings" of the Project. The GSOC shall within sixty (60) days following completion and acceptance of the Project by GSOC, furnish the City with a revised complete set of Mylar reproducible plans, and a CAD electronic set of the Project, "Record Drawings" which are reproducible drawings marked and updated by GSOC's architect during construction showing all changes from the original contract documents. 9. MAINTENANCE OF THE SITE Upon issuance of a notice of completion and satisfaction of all provisions of this Agreement, including complete payment by GSOC to City of the GSOC Project Costs, GSOC may occupy the GSOC Project and commence installation of FF&E not otherwise included in the Plans. 10. INDEMNIFICATION 10,1 GOSC shall indemnify, defend, and hold harmless City, its officers, directors, consultants, agents, and employees, from and against any and all claims, demands, losses, or liabilities of any kind or nature which City, its officers, directors, consultants, agents, and employees may sustain or incur or which may be imposed upon them, or any of them, for injury to or death of persons, or damage to property as a result of, or arising out of, the negligence or willful misconduct of GSOC, its officers, agents and employees, in connection with this Agreement except to the extent caused by the acts or omissions of City. A13-00350/1.2.14 10.2 Likewise, City shall indemnify, defend, and save harmless GSOC its officers, directors, consultants, agents, and employees, from and against any and all claims, demands, losses, or liabilities of any kind or nature which GSOC, its officers, directors, consultants, agents, and employees may sustain or incur, or which may be imposed upon them, or any of them, for injury to or death of persons, or damage to property as a result of, or arising out of, the gross negligence or willful misconduct of City, its officers, agents and employees, in connection with this Agreement, except to the extent caused by the acts or omissions of GSOC. 10.3 The Provisions of this Section shall survive termination of this Agreement. 11. UTILITIES City shall be responsible for and pay, prior to delinquency date, all usage charges for utilities supplied to the Property during construction until a Notice of Completion is issued. Charges for utilities after Completion of the GSOC Project and during the Lease term shall be paid by GSOC in accordance with the Lease. 12. ASSIGNING, SUBLETTING, AND ENCUMBERING PROHIBITED The rights and obligations of City under this Agreement may not be transferred or assigned by the City unless the written consent of the GSOC is first obtained, which consent GSOC agrees not to unreasonably withhold. However, City shall still remain bound by all the obligations of this Agreement, other than all obligations assumed by City's assigns (which assigns have been previously approved by GSOC pursuant to this Section) and obligations imposed upon issuance of building permits for improvements on the Property. Nothing in this paragraph shall be deemed to prohibit or require GSOC approval of the City entering into any construction management, or construction agreement reasonably necessary for the performance of the City's obligations under this Agreement and the provision of bonds or other security or insurance that guarantees or secures performance of each contractor or subcontractor there under, including without limitation performance bonds, labor and material bonds, or general liability or errors and omissions policies of insurance, 13. EARLY TERMINATION If, after award of a construction contract for the GSOC Project, construction on the GSOC Project halts for any continuous period of one hundred eighty (180) days or more, GSOC may notify the City in writing that GSOC wishes to meet and confer with City to discuss whether the delay is such that the GSOC would like to terminate this Agreement. Upon receipt of such notice, the Parties shall agree to meet and confer for a minimum of thirty (30) days, or such longer length of time as may be agreed to in writing by the Parties. During the meet and confer period, the City will provide a mitigation plan setting forth the City's analysis of the construction delay and proposed measures, if any, necessary to recommence construction ("Mitigation Plan"). GSOC shall reasonably review the Mitigation Plan in good faith during the meet and confer period. If after the meet and confer period, the GSOC reasonably believes that there is no reasonable A 13-00350/1.2.14 foreseeable ability to recommence construction of the GSOC Project in a timely manner, the GSOC shall provide written notice to City of its election to terminate this Agreement. Within thirty (30) days after receipt of the notice, the City and GSOC shall execute written confirmation of the termination of this Agreement. In the event of a termination under this Section 13, the City and GSOC will negotiate in good faith to mutually agree to any refund of money GSOC has paid to the City for Actual GSOC Project Costs and/or any additional obligations of GSOC to reimburse the City. The provisions of this Section 13 do not apply to Force Majeure delays. 14. CITY AUTHORIZATION The City Manager of the City of Newport Beach is hereby authorized, on behalf of the City, to sign all documents necessary and appropriate to carry out and implement this Agreement and to administer the City's obligations, responsibilities and duties to be performed under this Agreement. 15. FORCE MAJEURE 15.1 Neither Party shall be deemed to be in Default where failure or delay in performance of any of its obligations under this Agreement is caused, through no fault of the Party whose performance is prevented or delayed, by floods, earthquakes, other acts of God, fires, wars, riots or similar hostilities, acts of terrorism, strikes or other labor difficulties, state or federal regulations, or court actions, acts or omissions of the other Party, third party suits, initiatives and referendum. Except as specified above, nonperformance shall not be excused because of the act or omission of a third person. In addition, in no event shall the time for performance of a monetary obligation, including without GSOC's obligation to make reimbursement payments to City be extended pursuant to this Section. 15.2 If either Party (the "First Party") believes that an extension of time is due to Force Majeure Delay, it shall notify the other Party in writing within thirty (30) calendar days from the date upon which the First Party becomes aware of such Force Majeure Delay describing the Force Majeure Delay, when and how the First Party obtained knowledge thereof, the date the event commenced, the steps the First Party anticipates taking to respond to such Force Majeure Delay and the estimated delay resulting from such Force Majeure Delay and response. The extension for Force Majeure Delay shall be granted or denied in the Second Party's reasonable discretion. If the First Party fails to notify the Second Party in writing of its request for a given Force Majeure Delay within the thirty (30) calendar days specified above, there shall be no extension for such Force Majeure Delay. All time periods under this Agreement may be extended for Force Majeure Delay. 16. GENERAL PROVISIONS 16.1 Time. Time is of the essence as to this Agreement. 16.2 Agreement Organization. The various headings and numbers herein, the A13-00350/1.2.14 grouping of provisions of this Agreement into separate sections and paragraphs, and the organization hereof, are for the purpose of convenience only and shall not be considered otherwise. 16.3 Amendment. Any modification of this Agreement must be written and properly executed by both Parties. In the case of the City, amendments must be approved by the City Council. 16,4 Circumstances Which Excuse Performance. If the City hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of nature, restrictive govemmental laws or regulations, or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. 16,5 Partial Invalidity. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. 16.6 Waiver of Rights. The failure of City or GSOC to insist upon strict performance of any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of any right or remedy that City or GSOC may have, and shall not be deemed a waiver of the right to require strict performance of all the terms, covenants, and conditions of this Agreement thereafter, nor a waiver of any remedy for the subsequent breach or default of any term, covenant, or condition of this Agreement. 16.7 City as Independent Contractor. In performing under this Agreement it is mutually understood that City is acting as an independent contractor and not an agent of the GSOC. The GSOC shall not have any responsibility for payment to any contractor, subcontractor or material supplier of labor or materials for the Project of City. 16.8 Remedies Limited. City and GSOC acknowledge they would not have entered into this Agreement if either were to be liable for any damages under or with respect to this Agreement. Neither the City nor the GSOC shall have any pecuniary liability under this Agreement for any act or omission of the GSOC or the City. In general, each of the Parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, provided, that neither Party shall be liable in damages to the other Party. 16.9 Notices. All written notices pursuant to this Agreement ("Notices") shall be addressed as set forth below or as either party may hereafter designate by Notice and shall be sent registered mail, return receipt requested via the United States Postal Service, or made by personal delivery to each at: A13-00350/1.2.14 CITY: City Manager City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA, 92658-8915 With a copy to: Director of Public Works 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658-8915 City Attorney 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658-8915 GSOC: Nancy Nygren Chief Executive Officer Girl Scouts of Orange County 9500 Toledo Way, Suite 100 Irvine, CA 92618 16.9.1 All notices provided for herein shall be deemed effective upon receipt, if personally served or 48 hours after being sent registered mail, return receipt requested postage prepaid via the United States Postal Service. 16.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be identical and may be introduced in evidence or used for any other purpose without any other counterpart, but all of which shall together constitute one and the same agreement. [SIGNATURES ON NEXT PAGE] A13-00350/1.2.14 IN WITNESS WHEREOF, the Parties have executed this Agreement the dates written below. APPROVED AS TO FORM: CITY A�QN EY'S OFFICE Date: tIJ (� rl f By: Aaron C Harp City Attorney ATTEST: l Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a Califomia municipal corporation Date: I C.v By: °m Rush N. Hill, Mayor GSOC: Girl Scouts of America, a California corporation Date: i /Ce ll By77 Nancy N,yi'ren (/ di -ref U ief Executive Officer [END OF SIGNATURES] A13-00350/1.2.14 RECORDING REQUESTED AND WHEN RECORDED RETURN TO: City Clerk's Office City of Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658-8915 Recorded in Off cid! Recbr.dsunty Hugh Nguyen Clerk -Recorder III ' 141 IP 1111 F 1111 !I 111 i1111 *$ R 0 0 0 6 0 1 3 8 5$ 2013000409086 2:1,2 pm &108113 47 422 L02 F13 56 0.00 0.00 0.00 0,00 182.00'{ Ott 0.00 FEE Space above this line for Recorder's use only. Exempt Recording Request per Government Code Section 27383 GROUND LEASE BY AND BETWEEN THE CITY OF NEWPORT BEACH AND GIRL SCOUTS OF ORANGE COUNTY 1 GROUND LEASE BY AND BETWEEN THE CITY OF NEWPORT BEACH AND THE GIRLSCOUTS OF ORANGE COUNTY This ("Lease"), entered into as of June 26, 2013 ("Effective Date") by and between the City of Newport Beach, a charter city and municipal corporation ("Lessor" or "City") and the Girl Scouts of Orange County, a nonprofit California Corporation "Lessee" or ''GSOC"). The Lessor and Lessee may be individually referred to as "Party" and collectively as the "Parties". RECITALS A. Lessor is the owner of approximately 10.45 acres of property located at 1600 West Balboa Boulevard in the City of Newport Beach, commonly known as Marina Park (the "Marina Park Property") and depicted in the attached Exhibit A, which is incorporated herein by reference. B. Lessee is a nonprofit corporation organized pursuant to and in compliance with the provisions of California law for the purpose of sponsoring the Girl Scout program for girls as chartered by the Girl Scouts of the United States of America, and is presently in good standing. C. Pursuant to that certain Lease dated October 12, 1947 and subsequent amendments thereof the City has leased a portion of the Marina Park Property to GSOC for use as a Girl Scout program facility ("Existing Lease"). D. City desires to, and has received all necessary permits and approvals for the redevelopment of the Marina Park Property including the portion currently leased by GSOC. The City intends to demolish the existing buildings and structures located on the Marina Park Property and construct new facilities and install improvements. The City's plans contemplate the use by GSOC of a portion of the redeveloped Marina Park Property for Girl Scout programming. E. The City and GSOC desire to enter into this Lease to set forth terms under which GSOC will lease a portion of the Marina Park Property for the purposes of constructing an approximately 4,250 square -foot building and related improvements and operate a Girl Scouts program facility. F. The City Council of the City of Newport Beach ("City Council") has determined that this Lease, GSOC's construction of certain identified 2 improvements and GSOC's long term use of the leased premises as a Girl Scouts program facility is consistent with the City Charter, the Newport Beach General Plan, the City's Municipal Code and all other applicable Federal, State and local laws. NOW, THEREFORE, in consideration of the terms, mutual covenants and conditions in this Lease, Lessor and Lessee hereby agree as follows: ARTICLE 1 SUBJECT OF LEASE 1.1 Purpose of the Lease The purpose of this Lease is to provide for the lease use of a portion of the Marina Park Property by the GSOC consistent with the mission of the GSOC to build girls of courage, confidence and character, who make the world a better place 1.2 The Property The leased premises shall be referred to herein as "Property" and includes the land described in Exhibit B and that is depicted in Exhibit C. During the term of this Ground Lease, Lessee shall install and construct improvements on the Property as described in Exhibit D (the "Improvements") pursuant to the terms of this Ground Lease. Exhibit 5, Exhibit C, and Exhibit D are incorporated herein by this reference. 1.3 Lessor Lessor is the City of Newport Beach, a Charter City and municipal corporation. The principal office of Lessor is located at City Hall, 100 Civic Center Drive, Newport Beach, California 92658-8915. For the purposes of this Lease, the term "Lessor" shall include all officers, employees, agents or representatives of Lessor. 1.4 Lessee Lessee is the Girl Scouts of Orange County, Incorporated. The principal office of Lessee is 9500 Toledo Way, Suite 100, Irvine, California, 92618-9828. ARTICLE 2 LEASE OF PROPERTY 2.1 Lease of Property Lessor leases the Property to Lessee, and Lessee leases the Property from Lessor for the Term (as defined in Section 4.2 below) and pursuant to the terms, provisions, covenants and conditions of this Lease. Lessor reserves all rights to substances below the surface of the Property and the right to produce or take any of those substances so long as the activities do not impair or interfere with the purpose of this Lease. 2.2 Condition of Title The Property is leased subject to the permitted exceptions listed in Exhibit E and incorporated herein by reference, and other matters affecting title which do not inhibit, prevent or impair the purpose of this Lease. 2.3 Parking As part of the redevelopment of the Marina Park Property, Lessor will construct and maintain a parking lot adjacent to the Property in the location depicting in Exhibit F, which is incorporated herein by reference, consisting of approximately 26 spaces that will be accessed via 18th Street. City shall also maintain a marked loading area in the parking lot to accommodate at least two vehicles and provide convenient access to the Property. In addition, 18th Street will be widened to provide public parking on both sides of 18th Street. The spaces will be subject to fee parking, meters, and/or other systems to ensure parking is available to visitors of Marina Park. Throughout the term of the Lease, Lessee may use these spaces on a non-exclusive basis and shall comply with the Parking Management Plan attached hereto as Exhibit G, which is incorporated herein by this reference. ARTICLE 3 POSSESSION OF PROPERTY 3.1 Quiet Enjoyment Lessee shall be entitled to peaceably and quietly use and enjoy the Property for the Term, without hindrance or interruption by Lessor except for the exercise of Lessor's rights pursuant to this Lease. Lessor shall not be liable in damages or otherwise, because of the interruption or termination of any service provided by Lessor (such as, water or sewer service), or a termination, interruption or disturbance of any service attributable to any act or omission of Lessee. 4 3.2 Condition of Property Prior to date upon which Lessee takes possession of the Property (the "Date of Possession"), Lessee will investigate and research all physical conditions of the Property that could affect Lessee's use, enjoyment and improvement of the Property including soil conditions, the condition of structures, and the condition of utilities. Lessee shall indemnify, defend, and hold harmless Lessor from and against all claims, liabilities, or damages and including expert witness fees and reasonable attorney fees and costs, arising out of any such testing, inspection, or investigatory activity on the Property by Lessee. The Date of Possession shall be the earlier of (1) the date of the award of a construction contract for improvements on the Property; or (2) the date of receipt by Lessee of a surveyor certification from Lessor as the rough grade of the Property. At least ten (10) days and no more than thirty (30) days prior to the Date of Possession, Lessee shall provide written notification to Lessor of its acceptance of the Property in an "AS IS" condition. If prior to taking possession of the Property, Lessee determines that the condition of the Property is not acceptable, Lessee may provide Lessor with its notice of intent to terminate this Lease and this terms of this Lease shall expire and be of no further force or effect. 3.3 Ownership of Improvements During the Term of this Lease, Lessee shall hold title to the improvements constructed and installed on the Property by Lessee (collectively, "Improvements") and to all personal property necessary or convenient to Lessee's operation or maintenance of the Property, such as fixtures, machinery, lighting, staging, merchandise, trade fixtures (collectively, "Equipment") that have been constructed or placed on the Property. Title to the Equipment shall remain with the Lessee at the expiration or termination of the Lease as provided in Section 3.4, 3.4 Surrender of Property 3.4.1 On expiration of the Term or termination of this Lease, Lessee shall peaceably and quietly leave and surrender the Property to Lessor and leave all Improvements in good order, condition and repair, reasonable wear and tear and obsolescence excepted and free and clear of all liens and encumbrances other than those, if any, permitted hereby or otherwise created or consented to in writing by City and any leasehold mortgage permitted in writing by City. Lessee shall deliver to Lessor all contracts, agreements, books, records, and other documents related to the operation, 5 maintenance or use of the Property. 3.4,2 Upon the expiration of the Term or termination of this Lease and within ten (10) days of a written request by Lessor, or reasonably necessary and as agreed to by Lessor, Lessee shall immediately remove the Equipment from the Property and deliver to Lessor the following: (i) Documents reasonably necessary for Lessor's ownership of the Property to be clearly reflected of record. (ii) Title insurance, surety bond, or other assurances reasonably acceptable to Lessor insuring Lessor against all claims and liens against the Property other than those incurred by Lessor or accepted by Lessor in writing. All plans, surveys, permits and other documents relating to the Property as may be in the possession of Lessee at the time. ARTICLE 4 TERM 4.1 Existing Lease It is mutually agreed by the parties that the Existing Lease shall be deemed terminated with respect to all or any portion of the existing Girl Scout program center and its premises on the 180th day following notice from the Lessor. On the date of termination of the Existing Lease, GSOC shall have no further obligations under the Existing Lease. This Lease shall supersede the Existing Lease, except that all personal property and/or Equipment (fixtures, partitions/counters/shelving, etc) attached to and/or placed on the existing program center and its applicable premises may be removed by the GSOC. The GSOC agree to remove the personal property and equipment it desires in a timely manner consistent with the schedule for demolition of the existing program center and as agreed to by the parties. 4.2 Duration and Commencement The Term of this Lease shall commence on the Date of Possession and shall expire on the fiftieth (50th) anniversary subject to early termination provided herein. 6 ARTICLE 5 RENT/CONSIDERATION 5.1 Money Payable by Lessee On the Date of Possession, Lessee shall pay $50.00 for the term of the Lease, which amount shall not be prorated in the event of early termination of the Lease. 5.2 Other Consideration In consideration for this Lease, Lessee covenants that, during the Term, it will: 5.2.1 Operate and maintain a first class Girl Scout program facility. 5.2.2 Maintain its non-profit status. 5,2.3 Construct the Improvements in accordance with the provisions of Article 8 and maintain the Property in accordance with this Lease at no cost to Lessor except as otherwise provided by this Lease. 5.2.4 Defend, indemnify and hold Lessor harmless with respect to the construction of Improvements, use, maintenance and operation of the Property. ARTICLE 6 USE OF PROPERTY 6.1 Uses 6,1.1 Permitted Uses. The Property shall be used primarily for the operation and maintenance of a Girl Scout program facility consistent with the mission of the GSOC and the Newport Beach Girl Scouts Program Facility Description included as Exhibit H (hereafter referred to as "Permitted Uses"). 6.1.2 Joint Use. When not in use by Lessee, and upon reasonable notice given to Lessee, City and other City organizations may use portions of the Property for recreation, education, community events and civic meetings (hereafter, "Joint Use Activities"). Joint Use Activities by the City and other City organizations shall be those activities that the City specifically undertakes or undertakes under supervised contracts with third party vendors. City shall have priority over all other uses not directly related to GSOC. The scheduling of the 7 Joint Use Activities shall be coordinated by the Lessee's property manager in consultation with the City's Recreation and Senior Services Department and confirmed in writing by Lessee. Following any Joint Use Activities, Lessor shall ensure that the Property is left in the same condition as prior to the Joint Use Activities and shall provide for any janitorial services necessitated by the Joint Use Activities. 6.1.3 Prohibited Uses. Lessee shall not sell or permit any use that is inconsistent with or prohibited by any City ordinance, regulation or policy including, but not limited to, the City's Municipal Code, General Plan and Coastal Land Use Plan. 6.1.4 Signs. Lessee shall not place or permit to be placed any sign that is not in compliance with the regulations included in the Newport Beach Municipal Code pertaining to signs upon the exterior or in the windows of the Property. 6.2 Change of Use Lessee shall not use, or conduct any activities on, the Property except the Permitted Uses without the prior written consent of Lessor, which consent may not be unreasonably withheld and provided that such uses and activities are consistent with the mission of the GSOC. 6.3 Compliance with Laws Lessee shall not use the Property in a manner liable to create a public or private nuisance or liable to cause structural injury to the Property or the Improvements. Lessee shall not conduct any operation that would invalidate any insurance coverage required of Lessee. Lessee shall not violate any local, state or federal law in the construction of Improvements, maintenance, or operation of the Property. Lessee shall obtain any required permit(s) from the City and any required approvals or permits from state or federal agencies. 6.4 Zoning and Planning Lessee shall be entitled to repair, alter, and modify the structures and improvements on the Property in accordance with the provisions of the Zoning Code provided Lessee complies with the provisions of this Lease. Approvals granted by Lessor pursuant to Article 8 of this Lease shall not substitute for land use and development approvals and permits required by the Newport Beach Municipal Code. 8 6.5 Nondiscrimination 6.5.1 Lessee shall not discriminate against any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the renovation, operation, enjoyment or occupancy of the Property. ARTICLE 7 RESERVED ARTICLE 8 REQUIRED IMPROVEMENTS 8.1 Lessee's Obligations This Lease contemplates that Lessee shall cause construction of the Improvements on the Property so that it may be used by Lessee as a GSOC program facility. Lessee's construction of the Improvements shall be as generally described in Exhibit D and as identified in the Conceptual Design Plans dated April 30, 2013, included in Exhibit I, which is incorporated herein by this reference (the "Conceptual Design Plans"). The Conceptual Design Plans shall be consistent with the overall design of Marina Park and all regulatory approvals granted by City and any other regulatory agency and all plans approved by the City for both the Property and Marina Park. Any amendment or modification to the Conceptual Design Plans requires the prior written approval of the Lessor, which approval shall not be unreasonably withheld 8.2 Design Development Plans Lessee shall prepare, and submit for Lessor's approval Design Development Plans that shall be based on and generally consistent with the Conceptual Design Plans. 8.3 Final Construction Plans Drawings and Related Documents Subsequent to Lessor's approval of the Design Development Plans, Lessee shall submit final construction plans, drawings and related documents ("Final Construction Plans") to Lessor for review and approval. Final Construction Plans shall be based on, and generally consistent with, and will detail the information provided in the Design Development Plans. The Final Construction Plans shall 9 include all interior and exterior design details. 8.4 Building Permits Lessee will apply for all necessary building permits from Lessor. Lessee shall also obtain all permits or approvals required of any other governmental entity having jurisdiction over the Property or any modification to the Property. In the event that another governmental agency with jurisdiction over the Property requires modification of the Design Development Plans or Final Construction Plans, the modifications shall be submitted to Lessor for review and approval. Lessor shall not unreasonably withhold or delay the issuance of building permits. 8.5 Schedule for Required Improvements 8.5.1 Regulatory Approvals. Lessee shall submit plans, diligently pursue their approval, and use reasonable efforts to obtain all regulatory approvals necessary for the construction of Improvements by January 1, 2015. 8.5.2 Construction of Improvements. Lessor and Lessee shall meet and confer in good faith to execute a memorandum of agreement to provide for Lessor's construction of the Improvements ("MOA") subject to reimbursement by GSOC for all costs of construction. Should Lessee and Lessor fail to enter into an MOA, or should Lessee not elect to have Lessor construct the Improvements, then Lessee agrees to not commence construction of the Improvements until the City has issued a Notice of Completion for the Marina Park Community Center Building, and Lessee shall complete construction of the Improvements no later than two (2) years from Lessee's commencement of construction. To the extent that any City property including, but not limited to, the Marina Park Property, public streets and sidewalks, is damaged during Lessee's construction of the Improvements, Lessee agrees to repair all direct and related damage at its sole cost and expense to like new condition. 8.6 General Requirements 8.6.1 The Required Improvements shall be constructed in compliance with the provisions of this Lease that regulate, or relate to, the construction, alteration or maintenance of improvements on the Property. Lessee acknowledges that the reviews and approvals required by this section are proprietary activities related to Lessor's 10 ownership of the Property and are separate and distinct from any review or approval conducted by the City in its municipal capacity. Lessee also acknowledges that any approval given pursuant to this section does not bind Lessor when acting in its municipal charter city capacity. Consistent with this Lease, however, the Lessor and City agree to support the Lessee's efforts to obtain all necessary regulatory approvals and permits required for the full implementation of the Lease, In the event that Lessee is unable to obtain all necessary approvals and permits, or is subject to conditions that limit Lessee's ability to implement the Lease, the parties agree to meet and discuss in good faith the impacts of such event(s) and negotiate an amendment of this Lease. If the parties are unable to negotiate an amendment to the Lease within thirty (30) days of meeting and conferring on the events, Lessee may terminate this Lease. 8.6.2 Lessor shall designate a Project Manager to review, and approve or disapprove the Design Development Plans and the Final Construction Plans, or any changes thereto. Any Lessor disapprovals shall state in writing the reasons therefore and changes requested by Lessor, Such reasons and such changes shall be consistent with Exhibit D and Exhibit I and any items previously approved or deemed approved by Lessor, in its proprietary role, or by City in its municipal capacity. 8,6.3 Where required, and if applicable, and pursuant to the provisions of the State of California Labor Code, the Davis -Bacon Act, or any other law, not less than the general prevailing rate of per diem wages including legal holidays, and overtime work for each craft or type of workman needed to execute the work contemplated under this Lease, shall be paid to all workmen employed on the work to be done according to this Lease by Lessee or any approved subcontractor, and shall be deemed to include employer payments for health and welfare, pension, vacation and similar purposes. If both the Davis -Bacon Act and State of California prevailing wage laws apply and the federal and state prevailing rate of per diem wages differ, Lessee and subcontractor, if any, shall pay the higher of the two rates. Said prevailing rate of per diem wages are on file at the City, Office of the City Clerk, 3300 Newport Boulevard, Newport Beach, California 92658, and are available to any interested party on request. 11 8.7 Extensions Lessee may request, and the Lessor may, but is not required to, grant, an extension with respect to any of the deadlines specified in this Lease. Lessor may not unreasonably withhold its consent for an extension provided that Lessee is proceeding in good faith and a reasonable manner as determined by Lessor in its sole and absolute discretion. All requests for extensions shall be submitted to the City Manager for review and a determination whether to grant or deny the request. The City Manager's determination shall be final. Extensions authorized by this Section are in addition to any extension resulting from force majeure. ARTICLE 9 REPAIRS AND MAINTENANCE Lessee shall, at Lessee's expense, perform all routine and recurring maintenance necessary to keep the Property in good order and condition and shall exercise due diligence to protect the Property from damage and in accordance with the standards in this Lease. Lessee shall, at a minimum perform the following: (i) the maintenance of the exterior surfaces of the buildings (including patching and resurfacing the roof membrane and painting or other protective treatment of the exterior wall of the buildings); (ii) maintenance of the rest rooms (including repairs or replacements of tile or rest room fixtures); (iii) the maintenance of electrical systems solely serving the Property and the repair and replacement of components; (iv) maintenance of all pipes and plumbing systems solely serving the Property, and the repair and replacement of components; and (v) the maintenance of all building service equipment (including HVAC equipment, conveyancing systems, and fire, life safety, and emergency equipment) and the repair and replacement of components. During the term of the Lease, in the event that Lessor is unsatisfied with any maintenance or repairs performed by Lessee, the Parties shall meet and confer as soon as reasonably practicable to address Lessor's concerns promptly. Lessee shall not be responsible for the cost of and repair or maintenance required because of the acts or omissions of Lessor. ARTICLE 10 STATUS AND MANAGEMENT OF LESSEE 10,1 Nonprofit Status During the Term, Lessee shall maintain its status as a California public benefit nonprofit corporation in full compliance with the California Nonprofit Corporation Law (California Corporation Code Section 5000 et seq.). Lessee shall also maintain its qualification as a tax-exempt organization under 501(c)(3) of the Internal Revenue Code (or any successor statute), 12 10.2 By -Laws During the Term, Lessee shall maintain by-laws governing the management and operation of the nonprofit corporation, and provide Lessor with a current copy of the by-laws if such by-laws are required by its charter with the national girl scout organization ("Girl Scouts USA"). ARTICLE 11 ALTERATIONS 11.1 Written Consent Except as otherwise provided in Section 11.2, Lessee shall obtain the written consent of Lessor prior to making any structural or nonstructural alterations to the Property. All structural and nonstructural alterations to the Property shall conform to the approved plans for the Property, "Alterations" shall mean any modification, addition, or Improvement to the real property or to the Improvements that will be undertaken by Lessee subsequent to construction of Improvements required by this Lease, whether by addition or deletion. Lessee shall be solely responsible for all costs and expenses incurred in making any alteration. All alterations shall be surrendered with the Property when this Lease expires or terminates. 11.2 Minor Alterations Improvements including, maintenance, repairs and replacement shall be considered Minor Alterations so long as any Improvement replaced is of like kind and quality. Lessee may during the term of this Lease complete certain alterations and improvements to the Property (deemed "Minor Alternations") without Lessor's prior approval, provided such Minor Alterations individually meet all of the following criteria: (1) Would not require Lessee to apply for a building permit for completion of such Minor Alteration; (2) Would not result in any violation of any provision of this Lease; (3) Would not result in a substantial change in the character of the Improvements or the use for which they were intended; (4) Would not involve or result in any change in the exterior of the Improvements that materially changes the design of the Improvements based on the approved Construction Plans; (5) Would not be of lesser quality or result in the diminution of the value of the Property or Marina Park; 13 (6) Would not weaken the structural integrity of the Improvements or any portion thereof. Improvements and changes in the Property which meet the criteria contained herein and which involve the installation of fixtures, partitions, counters, shelving, and equipment as deemed necessary and appropriate by Lessee will not be considered "Alterations" or "Minor Alterations" and do not require Lessor's prior approval, 11.3 Demolition Lessee shall not, without prior written approval of City, demolish, alter, or remove all of any structural part of the Property or any Improvements located upon the Property. 11.4 Notice of Non -responsibility Structural and nonstructural alterations which require Lessor approval shall not be commenced until ten (10) days after Lessor has received written notice from Lessee stating the date work is to commence so that Lessor can post and record an appropriate Notice of Non -Responsibility. Structural alterations requiring a building permit shall be made as stipulated by the City's adopted Building Code. ARTICLE 12 PAYMENT OF UTILITIES, TAXES, CHARGES AND FEES 12.1 Public and Private Utility Services Lessee will pay all charges for all public or private utility services and all sprinkler systems and interior protective services provided to or for the Property. Lessee will comply with the terms and conditions of contracts relating to such services. Lessor shall not be liable for any failure or defect in the supply of any utility. 12.2 Refuse The Property is included with the City's commercial refuse collection facilities. Lessee shall pay all charges applied to the Property for refuse collection services whether billed by the City or its refuse collection service provider. 12.3 Taxes, Assessments, Fees and Charges Lessee covenants to pay when due and prior to delinquency all applicable taxes, assessments, fees, charges, and levies of every type and character, including all 14 interest and penalties, that are imposed, assessed or levied on the Property, any occupancy or use of the Property, or any income derived from the Property. Nothing herein shall be deemed to prohibit the Lessee from contesting the validity or amount of any tax, assessment, fee, charge, encumbrance or lien, or to limit the remedies available to the Lessee in respect thereto. 12.4 Proof of Payment Lessee agrees to furnish to Lessor, upon request, proof of the timely payment of any tax, assessment, levy, fee or charge or other. Lessee may pay any assessment or tax in installments if legally permissible to do so. In the event Lessee elects to pay assessments or taxes in installments, Lessee shall be liable only for those installments which become due and payable during the Term of this Lease. 12.5 Payment by Lessor In the event that Lessee fails to pay any assessment, tax, fee or charge levied on the Property, if any, Lessor may, at its option, pay any assessment, tax, fee or charge together with any penalties and/or interest before the due date if Lessor has a reasonable belief that Lessee is unwilling or unable to make the payment. In such event, Lessee shall fully reimburse Lessor within ten (10) days of written notice of payment by Lessor. 12.6 Property Taxes not Valid The obligation of Lessee to pay taxes shall not be construed as evidence that Lessor or Lessee believe that any tax is legal. This Lease is intended only to obligate Lessee to pay taxes if legally imposed. 12.7 Notice of Possessor/ Interest; Payment of Taxes and Assessments on Value of Entire Lease Premises In accordance with California Revenue and Taxation Code Section 107.6(a) and Health and Safety Code Section 33673, Lessor states that by entering into this Lease, a possessory interest subject to property taxes may be created, and if so, that Lessee shall pay taxes upon the assessed value of the Property and not merely the assessed value of its leasehold interest. Lessee or other party in whom the possessory interest is vested may be subject to the payment of property taxes levied on such interest. 15 ARTICLE 13 LIENS 13.1 Indemnification Lessee shall indemnify, defend and hold Lessor and the Property free, clear and harmless from any claims, liens, demands, charges, encumbrances or litigation arising directly or indirectly out of (1) Lessee's use, occupancy or operation of the Property or (2) any work performed on, or any material furnished to the Property at the request or direction of Lessee. Lessee shall pay, prior to delinquency, for all work performed on, and material furnished to, the Property which may result in a lien on the Property and shall use its best efforts to keep the Property free and clear of all mechanic's liens and similar liens. 13.2 Satisfaction of Liens Lessee shall fully pay and discharge a judgment or lien affecting the Property upon entry of final judgment in any action contesting any claim of lien (if final judgment establishes the validity of all or a portion of the lien). Lessee shall also pay any lien within fifteen (15) days after notice of the filing of any lien that Lessee does not contest, Lessee shall reimburse Lessor upon demand for any and all loss, damage and expense, including reasonable attorneys' fees, incurred by Lessor with respect to any judgment or lien resulting from the acts or omissions of Lessee related to the Property. Lessor shall have the right to satisfy any judgment or lien if Lessee fails or refuses to do so and Lessee shall fully reimburse Lessor in such event. 13.3 Notice to Lessor Lessee shall give Lessor written notice of any claim or lien filed against the Property and any action or proceeding instituted affecting the title to the Property. 13.4 Notice of Non -Responsibility Lessor shall have the right to post and maintain on the Property any Notice of Non -Responsibility authorized by law. ARTICLE 14 INDEMNIFICATION 14.1 Indemnity Lessee shall defend, indemnify and hold harmless Lessor, its officers, directors, 16 employees, agents and representatives from and against any and all legal or administrative proceedings, claims, reasonable attomeys' fees and costs, expenses, penalties, actual damages, including indemnity claims, in any way related to Leesee's (i) improvement, use, maintenance, or operation of the Property (ii) this Lease (iii) the use, release, generation, storage or disposal of Hazardous Materials (as defined in Section 14.6 on the Property by Lessee or any agent of Lessee, (iv) compliance or non-compliance with any federal, state or local environmental law, ordinance, rule or regulation, (v) any accident or injury to, or death of, persons or damage to property occurring on or about the Property (vi) the removal, clean-up, encapsulation, detoxification or any other action taken by Lessee or any agent of Lessee , directly or indirectly arising out of the presence of Hazardous Materials in, on or around the Property. If the storage, use and disposal of Hazardous Materials on the Property is caused by the Lessee or any agent of Lessee and results in contamination or deterioration of water or soil resulting in a level of contamination greater than maximum allowable levels established by any governmental agency having jurisdiction over such contamination, Lessee shall promptly take any and all action required by such agency to investigate and clean-up such contamination. Lessor shall defend, indemnify, and hold harmless Lessee, its officers, directors, employees, agents and representatives from and against any and all legal or administrative proceedings, claims, reasonable attorney fees and costs, expenses, penalties, actual damages, including indemnity claims, in any way related to (i) intentional acts or negligence of Lessor, its officers, officials, consultants, agents, employees, contractors, or invitees arising with regard to use or entry onto the Property by Lessor,(ii) the use, release, generation, storage or disposal of Hazardous Materials (and defined in Section 14.6) on the Property by Lessor or any agent of Lessor; (iii) Lessors compliance or non-compliance with any federal, state or local environmental law, ordinance, rule or regulation, (v) any accident or injury to, or death of, persons or damage to property occurring on or about the Property as result of Lessor's use of the Property, (vi) the removal, clean-up, encapsulation, detoxification or any other action taken by Lessor or any agent of Lessor, directly or indirectly arising out of the presence of Hazardous Materials in, on or around the Property. If the previous, current and future storage, use and disposal of Hazardous Materials on the Property is caused by the Lessor or any agent of Lessor and results in contamination or deterioration of water or soil resulting in a level of contamination greater than maximum allowable levels established by any governmental agency having jurisdiction over such contamination, Lessor shall promptly take any and all action required by such agency to investigate and clean-up such contamination. 14.2 CERCLA Liability 17 Lessee and Lessor mutually agree that this Lease is intended to operate as an indemnification under Section 9607(e) (1) of the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), as amended, and the California Hazardous Substances Act ("CHSA"), as amended. 14.3 Expense of Proceedings The defense of any suit, action, legal or administrative proceeding that may be threatened, brought or instituted against Lessor or Lessee that is the subject to the indemnification provisions included in this Lease shall be conducted at the respective Party's sole expense. 14.4 Release As of the Date of Possession, Lessee waives, releases and forever discharges Lessor from any and all suits, causes of action, legal or administrative proceedings, claims, demands, liabilities, losses, costs, interest, attorneys' fees, expenses, penalties, actual damages, punitive damages and losses, known or unknown, which Lessee ever had, now has, or may have in the future that are in any way related to (i) the condition, status, quality, nature, contamination or environmental state of the Property including Lessee's claims under the CERCLA, the Carpenter -Presley -Tanner Hazardous Substance Account Act and any other federal, state or local law, ordinance or regulation, or common law theory of recovery, pertaining to the presence, release, clean-up or containment of Hazardous Materials on the Property. 14.5 Waiver of California Civil Code Section 1542 Section 1542 of the California Civil Code states: A general release does not extend to claims which the 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. Lessee knowingly and voluntarily waives its rights pursuant to California Civil Code Section 1542. Lessee fully understands the consequences of this waiver and has been advised of the consequences by legal counsel. The Parties intend this Lease will be effective as a bar to Lessee's Claims. vr� Lessee's Initials 18 14.6 Definition of Hazardous Materials The term "Hazardous Materials" means, without limitation, gasoline, petroleum products, explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or similar materials, asbestos or any other substance or material that may be defined as a hazardous, toxic or dangerous substance, material, waste, pollutant or contaminant under any federal, state or local environmental law, ordinance, rule or regulation as now or at any time hereafter in effect, including, without limitation, (a) CERCLA, (b) the Federal Water Pollution Control Act, (c) the Clean Air Act (d) the Resource Conservation and Recovery Act, (e) the Toxic Substances Control Act, (f) the Hazardous Materials Transportation Act, (g) the Carpenter -Presley -Tanner Hazardous Substance Account Act, (h) Hazardous Waste Control Law, and the (i) the Porter -Cologne Water Quality Control Act (California Water Code Sections 13000 et seq.). ARTICLE 15 INSURANCE 15.1 Insurance to be maintained Lessee shall take out and maintain, no later than thirty (30) days after the Effective Date and for the Term of this Lease, at Lessee's sole cost and expense, the insurance required by Lessor as set forth in Exhibit J attached hereto and incorporated herein by this reference. ARTICLE 16 DAMAGE BY ARE OR CASUALTY 16.1 Lessee to give Notice In case of any material damage to or destruction of the Property, Lessee will promptly give written notice to Lessor generally describing the nature and extent of the damage or destruction. 16.2 Restoration Except as provided in Section 17.3, in the event of damage to or destruction of the Property, Lessee shall repair and restore the Property to its original condition (subject to changes necessary to comply with then existing laws and any changes in design approved by Lessor), at Lessee's sole cost and expense. To the extent the insurance proceeds received from an insurance carrier ("Insurer") are insufficient to cover the cost of such repair and restoration, Lessee shall make up the deficiency out of Lessee's own funds. The repair and restoration 19 shall be commenced within a reasonable period of time following the casualty and shall be completed with due diligence. Lessee shall have the option to terminate this Lease and surrender possession of the Property to Lessor in the event the cost of such repair and restoration exceeds the sum of (i) the amount of insurance proceeds available to Lessee plus (ii) the amount of the deductible by an amount which Lessee reasonably determines renders reconstruction of the Property economically infeasible, in the event of such a termination, Lessee shall pay to Lessor the amount of the deductible and assign to Lessor any and all rights Lessee may have to the insurance proceeds from claims related to the Property or the Improvements but specifically excluding insurance proceeds from claims related to Equipment. 16.3 Casualty Late in Term Lessee or Lessor shall have the right to terminate this Lease on ninety (90) days written notice if (i) the Property is damaged or destroyed subsequent to the twenty fifth (25th) year of the Term, (ii) the costs of restoration and repair are estimated to exceed fifty percent (50%) of the then full replacement cost of the Property (excluding land costs/value), and (iii) Lessee elects not to repair or restore the Property. In such event, Lessor shall have the right to receive and retain all insurance proceeds paid or payable to Lessee on account of any damage or destruction to the Property. 16.4 Application of Insurance Proceeds In the event that Lessee is required to restore the Property pursuant to Section 16.2, proceeds from policies of insurance required by Article 15 and which are received on account of any damage to or destruction of the Property (less the costs, fees and expenses incurred in the collection), shall be applied as follows: 16.4.1 Lessee shall furnish to Lessor satisfactory evidence to Lessor of the total cost of Restoration pursuant to Section 16.2. Lessee shall then furnish to Lessor satisfactory evidence that it has available the total amount of money which, when added to the insurance proceeds received, shall be sufficient to pay the cost of such restoration. 16.4.2 Assuming satisfaction of the conditions of subsection 16.4.1 net insurance proceeds shall be paid to Lessee, unless Lessee is in Default, to fund restoration. Payments from the proceeds of insurance for restoration shall be made only upon written request of Lessee to Insurer and verification by an Independent Adjustor assigned to the claim by the Insurer that the repairs are taking 20 place and that work continues to progress. A copy of any such written request submitted to Insurer by Lessee shall also be provided to Lessor, Final payment of insurance proceeds by Insurer will not be made until all repairs are completed and there are no mechanic's or similar liens for labor or material supplied in connection with the restoration to date. 16,4.3 Upon completion of restoration and assuming Lessee is not in default, excess insurance proceeds shall first be paid to Lessor to the extent of its actual expenses incurred by Lessor in the restoration, then to Lessee as working capital ARTICLE 17 EMINENT DOMAIN 17.1 Lease Governs The rights and obligations of the parties with respect to any Award (as defined in Section 17.4) shall be as provided in this Article if there is any taking during the Term of this Lease. 17.2 Termination of Lease This Lease shall terminate effective on the date of surrender of possession of the Property to the condemning authority in the event of a total taking. Lessee shall continue to observe and perform all of the terms, covenants and conditions of this Lease until the date of termination. 17.3 Partial Taking — Restoration If there is a partial taking, Lessee may, at its sole cost and expense, whether or not the condemnation award is sufficient for the purpose, promptly commence and diligently proceed to effect restoration of the Property as nearly as possible to the condition and character immediately prior to such taking. 17.4 Distribution of Award All awards and damages received on account of any taking, whether partial or total, including interest received ("Award"), shall be paid promptly by the person(s) receiving the same to an escrow agent mutually acceptable to Lessor and Lessee to be distributed upon appropriate instruction from the parties. 21 17.5 Allocation of Award — Partial Taking Any Award in a partial taking shall be distributed by escrow in the following order of priority: 17.5.1 First, to Lessor and Lessee to reimburse all costs and expense incurred in the collection of the Award, including fees and expenses incurred in the condemnation proceeding; 17.5.2 Second, to Lessor, as reimbursement for the costs and expenses of restoration of the Property and as those costs and expenses are incurred by Lessee; 17.5.3 Third, if Lessor and Lessee are unable to agree upon the allocation of the balance of the Award, if any, it shall be deposited by escrow into a court of competent jurisdiction to be equitably allocated by the court. 17.6 Allocation of Award — Temporary Taking In the event of a taking for temporary use or occupancy, this Lease shall continue in full force and effect and Lessee shall be entitled to claim, recover and retain any Award made on account of such temporary taking. However, if the period of temporary taking extends beyond the Term, the Award shall be apportioned between Lessor and Lessee as of the date of expiration. 17.7 Allocation of Award — Total Taking Any Award in a total taking shall be distributed by escrow in the following priority: 17.7.1 First, to Lessor and Lessee to reimburse for all costs and expenses incurred by each in the collection of the Award; 17.7.2 Second, if Lessor and Lessee are unable to agree upon the allocation, the balance of the Award shall be deposited by escrow into a court of competent jurisdiction to be equitably allocated by the court. The determination of the value of Lessee's and Lessor's respective interests in the Property shall be made as if the Lease were to continue in full force and effect until the Expiration Date. 22 17.8 Conduct of Proceedings Lessee and Lessor shall jointly participate in and prosecute/defend any action or proceeding involving a taking of the Property by condemnation or under the power of eminent domain and shall jointly make any compromise or settlement. 17.9 Notices Any party receiving notice of or becoming aware of any condemnation proceedings shall promptly give written notice to the other party. ARTICLE 18 ASSIGNMENT AND SUBLETTING Lessee may not assign or sublet this Lease or any portion of the Property, without Lessor's prior written consent which consent may be withheld in Lessor's sole and absolute discretion. However, Lessee may grant such licenses, permits and concessions as are reasonable, appropriate and customary to promote a Permitted Use and are in accordance with this Lease. For the purposes of this Lease, assignment or subletting shall not be deemed to have occurred as result of any transfer of this Lease to an organization chartered or licensed by Girl Scouts of the United States of America. ARTICLE 19 LEASEHOLD MORTGAGES Lessee shall have no right to encumber its interest in this Lease, the Property or the Improvements without Lessor's prior written consent, which consent shall not be unreasonably withheld by Lessor. ARTICLE 20 PERFORMANCE OF LESSEE'S COVENANTS 20.1 Right of Performance If Lessee fails to pay any tax, fee or other charge in accordance with Article 12 within the time period required or shall fail to pay for or maintain any of the insurance policies provided for in Article 15 within the time required, or to make any other payment or perform any other act within the time required by this Lease, then Lessor may, after thirty (30) days' written notice to Lessee (or without notice in case of an emergency) and without waiving or releasing Lessee: 20.1.1 Pay the tax, assessment, fee or charge payable by Lessee pursuant to this Lease; or 23 20.1.2 Pay for and maintain any insurance policies required by this Lease; or 20.1.3 Make any other payment or perform any other act that Lessee is required to pay or perform pursuant to this Lease. 20.2 Reimbursement and Damages Lessee shall reimburse Lessor for all costs and expenses incurred by Lessor in the exercise of its rights pursuant to Section 20.1. ARTICLE 21 REPRESENTATIONS 21.1 Lessor's Representations Lessor represents to Lessee that: 21.1.1 Lessor owns the Property in fee simple subject only to the permitted exceptions provided in Exhibit "E" and other matters affecting title that do not inhibit, prevent or impair the operation, maintenance or use of the Property. 21.1.2 Lessor has the power and authority to enter into this Lease and perform all the obligations of Lessor hereunder. 21.2 Lessee's Representations Lessee represents to Lessor that: 21.2.1 Lessee will examine the Property on or before the Date of Possession and will advise the Lessor whether it find the Property fit for use as a Girl Scout program facility 21.2.2 Lessor has not made any representations or warranties regarding the condition of the Property, 21.2.3 Lessee has the right, power and authority to enter into this Lease and to perform all the obligations of Lessee. 21.2.4 Lessee is a California public benefit nonprofit corporation in full 24 compliance with the provision of the California Nonprofit Corporation Law (Califomia Corporation Code Section 5000 et seq.), and is a tax exempt organization under 501(c)(3) of the Internal Revenue Code. ARTICLE 22 DEFAULTS, REMEDIES AND TERMINATION 22,1 Legal Actions 22.1.1 Institution of Legal Actions In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Lease. Any legal action shall be filed in the County of Orange, State of California, 22.1.2 Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Lease, with venue in Orange County. 22.2 Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Lease, the rights and remedies of the parties are cumulative. 22.3 Occurrence of Default The following acts or omissions shall be considered material breaches of this Lease if Lessee fails to cure the default within thirty (60) days after written notice of default from Lessor or, if cure is not feasible within sixty (60) days, Lessee has failed to commence cure within thirty (60) days or fails to diligently complete the cure: 22,3.1 The failure of Lessee to comply with the provisions of Articles 8 and 11 related to the design and construction of Improvements and alterations to the Property. 22.3.2 The failure of Lessee to use the Property as identified in Section 6.1, 25 22.3.3 The failure of Lessee to maintain the Property as specified in Article 9. 22.3.4 The failure of Lessee to restore or repair the Property in the event of damage or destruction as provided for in Article 16. 22.3.5 The failure of Lessee to pay any fee, tax, charge, or assessment prior to delinquency or the failure to reimburse Lessor in the event Lessor pays the fee, tax, charge or assessment. 22.3.6 The failure of Lessee to pay rent as set forth in Article 5. 22.4 Remedies If Lessee has materially breached this Lease after expiration of all applicable cure periods then a Default shall be deemed to have occurred, Lessor may give written notice to Lessee of Lessor's intent to terminate the Lease. The Notice of Intent to Terminate must include no less than ten (10) days notice to Lessee of the date and time of an open and public meeting of City Council at which time the City Council will decide if there has been a material breach in the Lease. The Lease shall terminate on the date of City Council's determination that the Lessee has materially breached the Lease. In addition to the right of termination, Lessor shall have the following additional rights and remedies: 22.4.1 Lessor shall have the immediate right to reenter the Property, take possession of the Property. In the event of termination under this section Lessor shall owe no compensation to Lessee. 22,4.2 Lessor may, at its option, enforce all of its rights and remedies under this Lease, including the right to recover the consideration and all other sums payable as they become due. Lessor shall also be entitled to recover from Lessee all costs of maintenance and preservation of the Property , and all costs, including attorneys' and receiver's fees, incurred in connection with the appointment of and performance by a receiver to protect the Property. 22.4.3 Lessor shall be entitled to recover all money payable to Lessee related to the operation and use of the Property. 26 22.5 Option to Terminate Lessee shall have the option to terminate the Lease upon giving the Lessor written notice at least three hundred sixty-five days prior to a lease termination date which termination shall take effect on that lease termination date. ARTICLE 23 PERMITTED CONTESTS Lessee, at no cost or expense to Lessor, may contest (after prior written notice to Lessor), by appropriate legal proceedings conducted with due diligence, the amount or validity or application, of any Imposition or lien, and provided that the proceedings suspend collection from Lessor and any action against the Property. If Lessee fails to contest the matter, or fails to protect Lessor and Lessor's interest in the Property, Lessor may contest or settle the matter in its sole discretion and obtain reimbursement from Lessee. ARTICLE 24 ENTRY BY LESSOR Lessor may enter the Property at reasonable times for the purpose of inspecting, servicing or posting notices, protecting the Property, or for any other lawful purposes, including showing the Property to prospective purchasers or lessees. ARTICLE 25 FORCE MAJEURE Any prevention, delay, non-performance or stoppage due to any of the following causes shall be excused: any regulation, order, act, restriction or requirement or limitation imposed by any Federal, State or municipal government; acts of God; acts or omissions of Lessor; fire, earthquake, explosion or floods; strikes, walkouts or inability to obtain materials; war, riots, sabotage or civil insurrection; unusually severe weather; or any other causes beyond the reasonable control of Lessee. ARTICLE 26 MISCELLANEOUS 26.1 Notices. All notices and other communications shall be in writing, shall be sent by first class registered or certified United States mail, postage prepaid, and shall be deemed to have been given two (2) days after the day of mailing, addressed: 27 To Lessor; City Manager City of Newport Beach 100 Civic Center Drive Newport Beach, CA, 92658-8915 With a copy to both: City Attorney's Office City of Newport Beach 100 Civic Center Drive Newport Beach, CA, 92658-8915 Real Estate Division City of Newport Beach 100 Civic Center Drive Newport Boulevard, CA 92658-8915 or at such other addresses as Lessor shall have furnished to Lessee; and To Lessee; Nancy Nygren Chief Executive Officer Girl Scouts of Orange County 9500 Toledo Way Irvine, CA 92618 26.2 No Claims Against Lessor Nothing in this Lease constitutes any consent or request by Lessor for the performance of any labor or services or the furnishing of any materials to the Property 26.3 Integration This Lease, and the exhibits, are the entire Agreement between the Parties, and there are no agreements or representations between the Parties except those specified in this Lease. This Lease supersedes any prior negotiations, representations, discussions or agreements between the Parties with respect to the Property. Except as otherwise provided, no subsequent change or addition to this Lease shall be binding unless in writing and signed by the parties, and approved as to form by Lessor's City Attorney. 26.4 No Waiver by Lessor To the extent permitted by law, no failure by Lessor to insist upon the strict 28 performance of any term of this Lease, or to exercise any right, power or remedy upon a Default under this Lease, shall constitute a waiver. 26.5 Severabilitv If any term of this Lease or any application thereof shall be declared invalid or unenforceable by a court of competent jurisdiction, the remainder of this Lease shall not be affected. Unless otherwise expressly provided, any approval or consent of Lessor required shall not be unreasonably withheld or delayed. This Lease shall be binding upon and inure to the benefit of and be enforceable by the respective successors of the parties. 26.6 Holding Over A tenancy for month -to -month shall result if Lessee remains in possession of the Property with consent of Lessor after the expiration of the Term. The month -to - month tenancy shall be on the same terms and conditions as contained in this Lease. 26.7 No Partnership This Lease does not cause Lessor to be a partner of Lessee, a joint venture with Lessee, or a member of a joint enterprise of Lessee relative to the operation of a Girl Scout program facility on the Property. 26.8 Time of the Essence Time is of the essence relative to all of the terms, provisions, covenants and conditions of this Lease. 26.9 Authority Each individual executing this Lease on behalf of the Lessee represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of the foundation, in accordance with a duly adopted resolution of the Board of Directors, and that this Lease is binding upon the foundation in accordance with its terms. Lessee represents and warrants to Lessor that the entering into this Lease does not violate any provisions of any other agreement to which Lessee is bound. 26.10 City Authorization The City Manager of the City of Newport Beach is hereby authorized, on behalf 29 of the City, to sign all documents necessary and appropriate to carry out and implement the Lease and to administer the City's obligations, responsibilities and duties to be performed under the Lease. 26.12 Counterparts This Agreement may be executed in two or more counterparts, each of which shall be identical and may be introduced in evidence or used for any other purpose without any other counterpart, but all of which shall together constitute one and the same agreement, 26.13 Attachments and Exhibits This lease includes the following Exhibits, which are attached hereto and made a part hereof: Exhibit A - Map of Marina Park property Exhibit B - Legal Description of Leased Property Exhibit C - Map of Leased Property Exhibit D - Description of Improvements Exhibit E - Permitted Exceptions Exhibit F - Location of Parking Areas Exhibit G - Parking Management Plan Exhibit H - Program Facility Description Exhibit I - Conceptual Design Plans Exhibit J - Insurance Requirements [SIGNATURES ON NEXT PAGE] 30 FOR LESSOR CITY OF NEWPORT BEACH Keith D. Curry Mayor City of Newport Beach FOR LESSEE Nancy Nygren Chief Executive Officer Girl Scouts of Orange County APPROVED AS TO FORM CITY OF NEWPORT BEACH: Aaron Harp City Attorney City of Newport Beach ATTEST: CITY OF NEWPORT BEACH Leilani Brown City Clerk City of Newport Beach Dated 13 Dated Dated u " i - Dated '2.3.J3 [END OF SIGNATURES] 31 CALIFORNIA ALL-PURPOSE ACKNOWLEDG ENT CIVIL CODE § 1189 �i;F'.CC�;eY,, �t2^.c-,"r�.C.,2K.cS�CE�YwYt�.i�vcc=...=e.FCC.i-:.2r.Yti�('.�k1'ia'[.Es�k��cf'.£RKkea�; ,zYrc�.tf-,c�. State of California County of filth cy On 75tz 027 2013 before me, Dale personally appeared } r lqa rr 0L (tc Hare Insert Name fa. no Title of use Officer (1; rrq Name(s) of Siyner(s) KIM RIEFF Commission at 1967536 Notary Public - California Orange County Myy Comm. Exerts Jan 26, 2016 Place Notary Seal Above 1 who proved to me on the basis of satisfactory evidence to be the persons) -whose name(s) is/are-- subscribed to the within instrument and acknowledged to me that he/she/they-executed the same in his/her/their authorized capacity(iesr and that by his/her7their signature(sron the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL r Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited CJ General ❑ Attorney in Fact ❑ Trustee 0 Guardian or Conservator 0 Other: Number of Pages: Signer Is Representing: @ 2010 National Notary Association r ;Notary or RIGHT THUMBPRINT' OF SIGNER Top of thumb here Signer's Name: 0 Corporate Officer — Title(s): Li Individual ❑ Partner — 0 Limited 0 General ❑ Attorney in Fact ❑ Trustee 0 Guardian or Conservator D. Other: Signer Is Representing: RIGHT THUNBPRENT. OF SIGNER Top of thumb here NOTARY (1-800-876.6827) Item 95807 FOR LESSOR CITY OF NEWPORT BEACH Keith D. Curry Mayor City of Newport Beach FOR LESSEE Njncy N Chief Executive Officer Girl Scouts of Orange County APPROVED AS TO FORM CITY OF NEWPORT BEACH: Aaron Harp City Attorney City of Newport Beach ATTEST: CITY OF NEWPORT BEACH Leilani Brown City Clerk City of Newport Beach Dated Dated 6/27/ 3 Dated Dated [END OF SIGNATURES] 31 State of California County of Orange On this the Z1 day of JO^Q' before me,5t"0"0-rte 7+CCoSd1 Notary public, personally appeared NAP' W Nyeruf. i and proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that sexecuted the same in ` authorized capacity, and that by ysignature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS d and official seal. (SEAL) No SHANNON ZICCARDI Commission 11921112e Notary Public - California Orange County . Expires Feb 11, 201 State of Callfornia County of Orange On this the day of before me, Notary public, personally appeared and proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary's Signature (SEAL) 1 EXHIBIT A Guam Surveying, Inc. April 29, 2013 EXHIBIT B LEASE DESCRIPTION THAT PORTION OF FILLED TIDE AND SUBMERGED LAND AND A PORTION OF SWAMP AND OVERFLOWED LANDS LOCATION NUMBER 3089 PATENT TO JAMES MCFADDEN ON MAY 16, 1892, SITUATE IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF LOT 16 OF BLOCK 117, SECTION B, NEWPORT BEACH AS SHOWN ON A MAP FILED IN BOOK 4, PAGE 27 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT ALSO BEING ON THE SOUTHEASTERLY RIGHT OF WAY LINE OF 18T" STREET (40 FEET WIDE); THENCE ALONG SAID SOUTHEASTERLY RIGHT OF WAY LINE NORTH 10°36'36" EAST 106.15 FEET; THENCE LEAVING SAID SOUTHEASTERLY RIGHT OF WAY LINE SOUTH 79°23'24" EAST 14.00 FEET TO THE TRUE POINT OF BEGINNING' THENCE NORTH 10°36'36" EAST 58.92 FEET; THENCE SOUTH 79°23'24" EAST 3.50 FEET; THENCE NORTH 10°36'36" EAST 16.59 FEET TO THE BEGINNING OF A NONTANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 54.00 FEET, A RADIAL BEARING TO SAID POINT BEARS SOUTH 14°21'08" WEST; THENCE NORTHEASTERLY 26.16 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 27°45'27" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 54.00 FEET, A RADIAL BEARING THROUGH SAID POINT BEARS NORTH 13°24'19" WEST; THENCE SOUTHEASTERLY 52.20 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 55°23'21"; THENCE NONTANGENT SOUTH 28°55'40" WEST 5.27 FEET TO THE BEGINNING OF A NONTANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 54.00 FEET, A RADIAL BEARING TO SAID CURVE BEARS SOUTH 28°34'18" WEST; THENCE SOUTHEASTERLY 16.83 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 17°51'17"; THENCE NONTANGENT SOUTH 20°36'39° WEST 14.81 FEET; THENCE SOUTH 69°23'21" EAST 4.91 FEET; THENCE SOUTH 20°36'39" WEST 53.27 FEET; THENCE SOUTH 43°40'33" EAST 9.90 FEET; THENCE SOUTH 31°35'19" WEST 4.31 FEET; THENCE NORTH 67°16'47" WEST 44.45 FEET; THENCE NORTH 79°23'24" WEST 29.28 FEET; THENCE SOUTH 10°36'36" WEST 0.83 FEET; THENCE NORTH 79°23'24" WEST 20.75 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 7,326 SQUARE FEET, MORE OR LESS. ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT B ATTACHED HERETO AND MADE A PART HEREOF. DATED THIS 1°t DAY OF MAY, 2013 Vera- GWEN-VERA DEL CASTILLO, PLS 5108 1N 107-005-04 Lease ELLS JOB #: 107-005 DATE: 4 /26 /13 SCALE: 1 "= 40 N14'21'0 RAO N13'24'19"W RAD PRC N28'34'18" E RAD / ??5, OF / EAch 4/27 rl Vint 1 r A=EvARO EXHIBIT C SHEET 1 OF 1 N41'59'02"E (RAO) N1 O'43'61'E (RAO) BEARING DISTANCE 1 N 10' 36' 36' E 106, 15' 2 S79'23'24'E 14. OD' 3 N I0' 36' 36' E 58. 92' 4 S79' 23' 24' E 3. 50' 5 N I O' 36' 36' E 16. 59' 8 S2B' 55' 40' W 5. 27' 10 S20' 36' 39' W 14. 81' II 569' 23' 21' E 4, 91' 12 S20' 36' 39' 14 53. 27' 13 S43' 40' 33' E 9. 90' 14 S31'35' 19' W 4. 31' 15 N67'16'47'W 44.45' 16 N79' 23' 24' W 29. 28' 17 S 10' 36' 36' W 0. 83' 18 N79.23' 24' W 20. 75' RADIUS DELTA LENGTH 6 54. 0D' 27' 45' 27' 26. 16' 7 54. 00' 55' 23' 21' 52. 20' 9 54. 00' 17' 51' 17' 16. 83' GIRL SCOUT LEASE COAST SURVEYING. INC. 1S031 PARKWAY LOOP. SUITE 8 7US11R, CA 92780-5527 (714 912-6266 Project Description: Girl Scouts Leadership Center The Girl Scouts Leadership Center Is a single -story, 4,200 s.f. steel -framed, plaster -clad structure with masonry veneer and wood -like accents on the exterior. The occupancy is A-2 and building type is V-B (fully sprinklered). It consists of two meeting rooms, a double volume atrium space, a small kitchen, a service core with a shower/changing room and three showers , a restroom with four toilets and three lays for the girls, a men's restroom with a toilet, urinal and lay, and miscellaneous storage and utilities. Two separate curving aluminum standing seam roof top the atrium and one of the meeting rooms. A single ply monolithic elastomeric roof covers the other meeting room, kitchen and service core areas. The exterior features dual insulated low-e glass throughout and utilizes natural ventilation coupled with a forced air heating system. A 1,950 s.f, paved patio surrounded by a curving fence features a gas powered fire ring. EXHIBIT D EXHIBIT E PERMITTED EXCEPTIONS The City reserves the right to access and maintain the landscape improvements, irrigation, and appurtenances around the outside Girl Scouts Leadership Center perimeter. EXHIBIT E-1 LEASE LINE CITY MAINTENAN rE —I PRELIMINARY IRRIGATION EQUIPMENT SCHEDULE m 11011113.1110 . SIR800104I/0P0WIMW0 WBNPR40EWRELESs WtlISOCCR MARINA PARK SHRUB PALE I A Shrub Legend ACP Lm8_Name AC Mmaaa[P AC Alpitalciilly0PWOOSA PAWS Wats CovpactlatoW7 y'es b' Pt goer 407 48aYenyau' VWlapkmo f9t Ay4 b' SPoc l0' itNw Na'31wM«o GM0AuaAPR Gwen AROMA lir ex It lei AL Aleuzvpa tam Gist 0488 Gama. 1T AM PN0&onµ8PookMrn Ppi6011MMaissatla 40c; 00 Aposlispaltft -M03Pan Opt It Ac IA It AS aCw' - Fe P123 PP Refialptitatimiwoleas Ape OMun 34' t 5Y PG So7ubu wpN+ OPP Gan Ir oa IP IP GE OulilaySePulls RP AAUP Gwnaa It p p 1r 1r OR WVW*revots Una REV MP Ric FWL8Y ]A' AS UUWN, sputa CMGsss IT 13' Pe Pw0 n1AMml0aa 0� 04Pus PpOse 12'O, it lip PR FOWmgp *•LWir&ae' $whwn trap 1C 1S PI FAPPRAPRoPels Pahaicmve F4Peic to CA Ayinimitit McVY PEA N044Getty. 2Pos 1Y itF kulangw satrap tappated PAPP REP fief 1F Ir KI NLeasaw Nyesibra'SMn Platt Wm Fltlla PAJPP PPP lint it It LC tiommtraondpilikille Sa qe' Slipcase Nal8u44 PA wMn8vya lgan Owr Gym NE ttissetfapPcnta Pu4k REPRO.. PS Made _ G 2P RC PoaaM000Pm4 '9wrWGwtt Comaemt it RE 4$ MY ¢0 Acta. s OFu.MI SeM0. W+B4a RP -APR W et 80 Sena M'0870 &#e@8S3W tY W SA Salve kwnW3ama BarWo' Spree Balm SEP W. XE s � R 9yMW® uu7 2xee0 Grail 3Po.a 24' upnEB'Arryeav CWU8M saaan w4WY are C04a rv°ie w WP Waving. nv w w7548 Llpw euvu8nnan 42 tap Ar to ADJACENT PARK TREE PLANING _ OWN IN GREYSCALE �—ADJACENT SHRUB PLANTING ALLOCATED BASED ON SCHEDULE 11) 4NM&PO'ISOPZ WIGWUVYN0VACRACIIWN 120. RLELU0NC-LW1000RSRNWA MWNI0NINAWWBOLe10011M CRIED USE flYXA9P %'tarstAS P�SON 4AN .8y4�61SMM esam7Ml0AW #As x 0.A WM§ML PBOIIWPo0M4x(82382. E'WISA wxwmonMSIEMP ASI ail REA ASV M PCERUASIRFBPCA50WPAR9Aw58YHAlY.IMXRE-PAWNEMPOERIkC8IIWMM S'd'. r&WPCSXYM OPEPIPPAIEW PM MI0GN8PA0Aq W0W 3IM. PFEGNOE0N4l. RNEIL25l. N PAPP PSIN WEV*R-AMSN0000788EKdAMARIA.KKMapINW.8WENff-INSINLWGNINWa0VNV2e0Y-PANAWDEINLI.SA0fl0TSE 10 PRAM Mq'n RIARAPVLLVS-11INEMW. 021MNWYFWSSNYMTNWMNNISCEESIAPTIUVMi84NP£WPV0100Y1A18OS tlMWYNEVIIIMP FFE0WRWLS.4N9it1#. PI IXNAEAVSNWai-%YWIUAPFW3P(80WLVNttbOPAAEOPEIPAP8Wl6MTMPARIRW284'AAPPIl aWI M8WEPo%R5SACGPAm 0AIUN8SM¢a24WMWq@N&fP50E6.IPLWE olettP W@MILL 43i0e.252. WNFSIICWMAMETOIAREASMA0WIOPAWIOP. AEM0OP8M-NYNCIIONNTFCNSNFEYE2U4 �aa�a PPElSNIEMNNYMNPNASOMMICWATFA-U*EWd55A8WCSMWO5aACIERNVOLWWASSWOUYSKO0Eb0CIW LSANCNAW9l}LLFP%PPP. SLAPPING 9IDIFLIORIPFS2ASSKONNAMPIIMAC.GRMWL50N6U1EWRf0M3FWttl20M)O4L.AV6m0VASESIIE4M1Nst IXYSACWA81A0AYLKPFAS.MRi0WERAWWS0002Ecw0NK. SOIPIPAG%FA8AENASSAW.NW A-#Ai6M4F$110Al2PL au0SICW POISNNIOB W ffl.W.Mm.RhswECWAPFMMNG.OE g4N®12.II0IEEO.2 EMGIMYW IA. E4WtlM 0S&GPP8NACNU. 1MRAPPIPOPPROW'00.POl1ON4FNENBNOMDNNMPVEESMNi8FWNNOSFW0LYIEES.UMIOIEANOPM00MIat Sfl0.'IOPMEVI N3AWWNA400204W010'A.C.NMMPMEINFNBINGWNN8N8NESCFSNI0W8 0ANSMLmPPEIRIORIIUP4MO EIAllidg88EE-k8 5§e WUN.s oolurem Bpecn a-M+ 5pee4B2a W-ust, OR CR OM GM Gq Cal GPI OA GN Oel GY Gk GY 04 Gm G% cigF GM 84 0144 RabbenfHerman PAVE PaROPERSIAPATEEI TREE PLANTING PLAN 5.111, L3.01 EXHIBIT E-2 a_ I— m_ Z X W Exhibit G Marina Park Girl Scouts Leadership Center Parking Management Plan 1. A Visitors Guide shall be prepared by the Girl Scouts of Orange County prior to occupancy of the Girl Scouts Leadership Center located at Marina Park as It relates to adult leadership training and VIP/donor meetings. The Visitor's Guide will highlight the need for minimizing parking demand, explain the parking management techniques utilized on the site, and emphasize the need and benefit of maximizing the use of carpooling. The guide shall emphasize that visitors are to park in the westerly parking area adjacent to 18th Street so as to maintain the availability of the Marina Park Community and Sailing Center's main parking area for the public (see Exhibit F). Parking management techniques to be used by the Girl Scouts of Orange County shall include, but are not limited to: • Provision to program participants the Visitor's Guide which shall include information on how and why to carpool and tying carpooling to social responsibility and the Girl Scouts culture "as Girl Scouts, we care about the environment." • Provision to the City of Newport Beach Recreation and Senior Services Director the anticipated schedules for adult leadership training and VIP/donor meetings at the Girl Scouts Leadership Center every ninety days, provided that deletions, alterations, changes and/or additions may be made to the schedule by the Girl Scouts upon provision of a written notice to the City of Newport Beach. • When there are two or more adult leadership training and VIP/donor meetings and/or other Girl Scouts program activities scheduled for one day, the start and completion times shall be staggered by a minimum of 30 minutes, provided that volunteer trainers and staff can remain in the building to set-up for the next staggered meeting. • Connection of adult volunteers to others in the same or surrounding zip codes, with encouragement for volunteers to share email addresses of others in a same scheduled meeting or training, to facilitate carpooling between participants. + Creation of a Girl Scout Marina Park rideshare message board located Inside the building. • Provision of incentives for carpooling such as volunteer award/recognition; entry into a carpool drawing for a small gift; and/or preferential registration for carpoolers. The Visitor's Guide should particularly stress the importance of adherence to this Parking Management Plan during the months of June through September. This Guide shall be posted prominently in the facility and should be made available to all users of the site. G-1 2. In recognition of the demand for 13 parking spaces assumed for the Girl Scout Leadership Center, adult leadership training and VIP/donor meetings (which are not otherwise considered by the City's Municipal Code as "Special Events" or otherwise regulated by the Newport Beach Municipal Code) shall be limited as follows: a. Between the Labor Day and Memorial Day holiday weekends: No more than 39 adults in attendance, including adult leaders, volunteers, trainers, and/or staff. b. Between the Memorial Day and Labor Day holiday weekends, excluding July 1 through July 8: No more than 30 adults in attendance, including adult leaders, volunteers, trainers, and/or staff. c. Memorial Day and Labor Day holiday weekends, and July 1 through July 8: Review and approval by the Recreation and Senior Services Director is required. The Recreation and Senior Services Director's approval shall be based on the consideration of parking demand and availability, and any other factor deemed appropriate by the City. In no event shall the approval allow for more than 30 adults in attendance, Including adult leaders, volunteers, trainers, and/or staff. d. The attendance limits established above may be modified pursuant to item 3 below. 3. At any time during the Lease term, the Girl Scouts of Orange County may apply to the City of Newport Beach for an amendment to any Parking Management Plan approved pursuant to Newport Beach Municipal Code Section 20.40.110 (Adjustments for off-street parking requirements), as amended from time to time to accommodate parking demand at the Girl Scouts Leadership Center. 4. In addition to the items discussed in #1 above and for all events, the announcements and publicity issued by the Girl Scouts of Orange County for such events shall additionally emphasize the need to carpool and maximize ride sharing. Any related written announcements shall include a means of directing the users to the Visitor's Guide. 5. Any large event regulated by the Newport Beach Municipal Code Article 11 (as amended from time to time) as a Special Event, which shall include by this lease term events with attendance greater than has been approved In writing by the City, shall require an application and approval of a Special Events Permit or a Bundled Event Permit prior to the event(s) by the Recreation and Senior Services Director. The Girl Scouts of Orange County shall demonstrate that any requested scheduling of large events from the Memorial Day through Labor Day holiday weekends will not pose a negative impact on the Marina Park site, and any requested scheduling of a Special Event during that time frame may be referred by the Recreation and Senior Services Director to the City Manager for review and action. G-2 EXHIBIT H NEWPORT BEACH GIRL SCOUTS PROGRAM FACILITY DESCRIPTION The project serves to replace and enhance the currently operational Girl Scouts House on the Marina Park site at a new site location within the Marina Park project by providing a more efficient and multi -purpose environment accommodating the growing interest of the Girl Scouts of Orange County's popular destination In Newport Beach. The project proposes an approximately 4,250 square -foot single story building designed to visually and functionally anchor the north-west end of the City of Newport Beach's Marina Park project adjacent to 181h street and a City proposed tot lot. The interior of the building is characterized with a central entry functioning a s a central gallery focusing on the view to the Marina and beyond while separating two proposed main meeting rooms. A small catering kitchen, restrooms/showers, miscellaneous storage and an A/V closet are also proposed. An approximately 2,000 square -foot outdoor patio area Is proposed on the bay side of the project site to buffer the facility from the accessible walkway bordering the adjacent park, and to provide an enclosed gathering 1 play area with outdoor seating and a gas powered barbeque pit. An adjacent parking lot with 26 spaces which is being constructed by the City of Newport Beach will provide non-exclusive parking for the facility as well for the general public. The use of the new Girl Scouts Leadership Center will be similar to that of the existing facility. During the school year (mid -September through early June) the facility will be used Monday through Thursday for Girl Scouts troop meetings, other youth group meetings, and ovemight stays. These meetings will accommodate a n estimated 50 attendees with an approximate 1:5 ratio of leaders and parents to girls. Functions will occur indoors and out in the patio during these times. In addition, the facility will be utilized for ovemight stays and program activities Friday afternoon through Sunday aftemoon. The groups will bring in food and prepare some meals in the kitchen for their stay, complementing their use of surrounding offsite public facilities. The facility will also be used during the summer season (mid -June through early September), 7 days per week for troop and group stays spanning 3 to 5 days. While at the site, Girl Scouts and other youth groups can be expected to participate in experiential leaming activities that emphasize the environment, conservation and sustainability along with programs such as canoeing, kayaking, crafts, marshmallow roasts and other activities consistent with the scouting program. H-1 The facility will also be used consistent with the Girl Scouts' mission for other activities incidental and related thereto, including opportunities to showcase the Girl Scouts and the Girl Scouts Leadership Center to donors, VIP's and other members of the community at times when the facility is not being used for girl programming. In addition, and integral to the Girl Scouts' mission are the adults that provide program delivery to the girls. It Is envisioned that the facility will also be used for adult leadership training. Attendance for these Incidental uses may not exceed that permitted pursuant to all regulatory approvals for the facility and must be consistent with the Parking Management Plan Included as Exhibit G to the Lease. All functions will occur Indoors and out on the patio. There will be no permanent employees operating out of the site on a regular schedule, other than Girl Scouts staff and volunteers responsible for preparation and delivery of the experiential learning and other program activities as well as a maintenance team that will clean and maintain the facility. H-2 4-5 GDH CH (ID CD -C3 a:5 CD 7 CI) 0) cN I I I 0 n H irczwarmeommesvi sIncos pl5 CO 0 CN 0 CO _J rr n 130% 919, SUBM Jaauaa dagsiapea� sin µ!6 a CO x w ia;uaa digsiapeal q pa5 (et I ! I fl I ! I I 1 iV4 ti 8 tl at tt I:1:i !Unit: ItH La notiton ne ;Inns& !I — 0 © 0 G Q 0 0 a u aaaaaaaau suss as 9rc�eXGC¢x.t GA tat, lt EXHIBIT 1-7 1ua djysiepeal Banos Pl6, C' el a EXHIBIT 1-8 7 C} rt aaluso diysiapsa( sans R5 F • Y:1 z tw WALL TYPES EXHIBIT J INSURANCE REQUIREMENTS FOR LESSEES Lessee shall procure and maintain for the duration of the lease insurance against claims for Injuries to persons or damages to property which may arise from or in connection with the Lessee's operation and use of the leased premises, The cost of such insurance shall be bome by the Lessee. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including property damage, bodily injury and personal injury with limits no less than 52,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecdlocation or the general aggregate limit shall be twice the required occurrence limit. 2. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (for lessees with employees). 3. Property insurance Against Causes of Loss — Special Form for loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision. Notwithstanding this provision, earthquake and flood insurance are not required by this provision. Other Insurance Provisions: Unless waived by the City's Risk Management Division, the policies are to contain, or be endorsed to contain, the following provisions: 1. For General Liability, the Entity, its officers, officials, employees, and volunteers are to be covered as Insureds with respect to liability arising out of ownership, maintenance, or use of that part of the premises leased to the lessee. 2. The Lessee's insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Lessee's insurance and shall not contribute with It. 3. Each Insurance policy required above shall contain, or be endorsed to contain, a waiver of all rights of subrogation against the Entity 4. Each Insurance policy shall be endorsed to state that coverage shall not be 1-1 undertakes under supervised contracts with third party vendors. City shall have priority over all other uses not directly related to GSOC. The scheduling of the Joint Use Activities shall be coordinated by the Lessee's property manager in consultation with the City's Recreation and Senior Services Department and confirmed in writing by Lessee. Following any Joint Use Activities, Lessor shall ensure that the Property is left in the same condition as prior to the Joint Use Activities and shall provide for any janitorial services necessitated by the Joint Use Activities. 6.1.3 Prohibited Uses. Lessee shall not sell or permit any use that is inconsistent with or prohibited by any City ordinance, regulation or policy including, but not limited to, the City's Municipal Code, General Plan and Coastal Land Use Plan. 6.1.4 Signs. Lessee shall not place or permit to be placed any sign that is not in compliance with the regulations included in the Newport Beach Municipal Code pertaining to signs upon the exterior or in the windows of the Property. 6.2 Change of Use Lessee shall not use, or conduct any activities on, the Property except the Permitted Uses without the prior written consent of Lessor, which consent may be -not be unreasonably withheld and provided that such uses and activities are consistent with the mission of the GSOC. 6.3 Compliance with Laws Lessee shall not use the Property in a manner liable to create a public or private nuisance or liable to cause structural injury to the Property or the Improvements. Lessee shall not conduct any operation that would invalidate any insurance coverage required of Lessee. Lessee shall not violate any local, state or federal law in the construction of Improvements, maintenance, or operation of the Property. Lessee shall obtain any required permit(s) from the City and any required approvals or permits from state or federal agencies. 6.4 Zoning and Planning Lessee shall be entitled to repair, alter, -and modify the structures and improvements on the Property in accordance with the provisions of the Zoning Code provided Lessee complies with the provisions of this Lease. Approvals granted by Lessor pursuant to Article 8 of this Lease shall not substitute for land 8 undertakes under supervised contracts with third party vendors. City shall have priority over all other uses not directly related to GSOC. The scheduling of the Joint Use Activities shall be coordinated by the Lessee's property manager in consultation with the City's Recreation and Senior Services Department and confirmed in writing by Lessee. Following any Joint Use Activities, Lessor shall ensure that the Property is left in the same condition as prior to the Joint Use Activities and shall provide for any janitorial services necessitated by the Joint Use Activities. 6.1.3 Prohibited Uses. Lessee shall not sell or permit any use that is inconsistent with or prohibited by any City ordinance, regulation or policy including, but not limited to, the City's Municipal Code, General Plan and Coastal Land Use Plan. 6.1.4 Signs. Lessee shall not place or permit to be placed any sign that is not in compliance with the regulations included in the Newport Beach Municipal Code pertaining to signs upon the exterior or in the windows of the Property. 6.2 Change of Use Lessee shall not use, or conduct any activities on, the Property except the Permitted Uses without the prior written consent of Lessor, which consent may not be unreasonably withheld and provided that such uses and activities are consistent with the mission of the GSOC. 6.3 Compliance with Laws Lessee shall not use the Property in a manner liable to create a public or private nuisance or liable to cause structural injury to the Property or the Improvements. Lessee shall not conduct any operation that would invalidate any insurance coverage required of Lessee. Lessee shall not violate any local, state or federal law in the construction of Improvements, maintenance, or operation of the Property. Lessee shall obtain any required permit(s) from the City and any required approvals or permits from state or federal agencies. 6.4 Zoning and Planning Lessee shall be entitled to repair, alter, -and modify the structures and improvements on the Property in accordance with the provisions of the Zoning Code provided Lessee complies with the provisions of this Lease. Approvals granted by Lessor pursuant to Article 8 of this Lease shall not substitute for land 8 i THIRD AMENDMENT TO THE 1987 RENEWAL AGREEMENT FOR THE LEASE OF REAL PROPERTY THIS THIRD AMENDMENT TO THE 1987 RENEWAL AGREEMENT FOR THE LEASE OF REAL PROPERTY ("36d Amendment") is made on February 25, 2003, by and between the CITY OF NEWPORT BEACH, a charter city and municipal corporation ("City"), and the Girl Scout Council of Orange County ("GSCOC") a non-profit organization, is as follows: RECITALS WHEREAS, GSCOC have used the City's property at 1700 West Balboa (the "Premises") as a meeting facility since December 1947; and WHEREAS, City owns or holds in trust the property associated with the Premises and has leased the Premises to GSCOC under a Lease Renewal Agreement executed November 6, 1987 ("1987 Agreement") and expired on March 12, 2000; and WHEREAS, the City Council and the GSCOC extended the 1987 Agreement by one additional year on November 22, 1999 (the "1st Amendment" to the 1987 Agreement); and an additional "2nd Amendment" extending the 1987 Agreement through March 15th 2002; and WHEREAS, the 2nd Amendment expired by its terms on March 15, 2002, however, the GSCOC have continued to pay rent and occupy premises under terms and conditions of 1987 Agreement; and WHEREAS, the City and GSCOC desire to extend the 1987 Agreement under identical terms from March 15, 2002 through December 31, 2003 as provided by this 3'd Amendment and WHEREAS, the City is actively seeking alternative uses for City owned property adjacent to the Premises. Alternative uses may include the Premises or otherwise impact future use of the Premises for scouting purposes. The City desires to allow GSCOC to continue to lease the Premises while alternative use plans are more fully explored. WHEREAS, the City and GSCOC resolve to maintain their long term relationship, and to this effect the City is committed and will continue to seek input and work with the GSCOC in future planning to ensure GSCOC will continue to have use of a recreational facility in the City for many years. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: Paragraph 1 of the 1987 Agreement shall be amended to read as follows: That the term of this lease renewal shall be for a period commencing on December 1, 1987 and ending December 31, 2003. The term of this 3`d Amendment may be automatically extended for two additional i • one year periods, through December 31, 2004 and December 31, 2005, unless City provides 180 day advance written notice to the GSCOC of the City's intent to terminate the Lease. Except as expressly amended by this 3rd Amendment all other terms and conditions of the 1987 Agreement shall remain in full force and effect, as if fully incorporation herein by reference. IN WITNESS WHEREOF, the parties have executed this 3d Amendment as of the day and year first above written. CITY OF NEWPORT BEACH teven Bromberg, Mayor LaVonne Harkless, City Clerk GIRL SCOUT COUNCIL OF ORANGE COUNTY ecutive Director APPRO ED AS TO FORM: fy Robin . auson, Assistant City Attorney $� • Ica 2nd 2nd AMENDMENT to the 1987 Lease Renewal Agreement between the City of Newport Beach and the Girl Scout Council of Orange County This Second Amendment, made and entered into this 12th day of December 2000, by and between the City of Newport Beach, a chartered municipal corporation ("CITY") and the Girl Scout Council of Orange County ("SCOUTS") is as follows: WHEREAS, Scouts have used the City's property at 1700 West Balboa as a meeting facility since December 1947; and WHEREAS, City owns or holds in trust the property associated with the permises and has leased the premises to Scouts under a Lease Renewal Agreement executed November 6,1987 ("1987 Agreement") and due to expire on March 12, 2000; and WHEREAS, the City Council and the Scouts extended the 1987 Agreement by one additional year on November 22, 1999 (the "1st Amendment" to the 1987 Agreement); and WHEREAS, the City and Scouts desire to extend the 1987 Agreement under identical terms as the 1987 Agreement and its 1st Amendment for the period of one (1) year from the March 15, 2001 Agreement expiration date and WHEREAS, this second one (1) year extension shall cause the 1987 Agreement to expire on March 15, 2002. NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND THE MUTUAL COVENANTS set forth below, City and Scouts hereby agree to execute the Second Amendment to the 1987 Agreement (Exhibit A) as follows: I. TERM ... That the term of this lease renewal shall be for a period commencing on December 1, 1987 and ending on March 15, 2001 2002. IN WITNESS THEREOF, the parties hereto have executed this 2nd Amendment as of the day and year first above written. Page 4 LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH rCam Garold Adams, Mayor GIRL SCOUT COUNCIL OF ORANGE COUNTY eannie Burns, Executive Director 1st AMENDMENT to the 1987 Lease Renewal Agreement between the City of Newport Beach and the Girl Scout Council of Orange County This First Amendment, made and entered into this 22nd day of November 1999, by and between the City of Newport Beach, a chartered municipal corporation (" CITY") and the Girl Scout Council of Orange County ("SCOUTS") is as follows: WHEREAS, Scouts have used the City's property at 1700 West Balboa as a meeting facility since December 1947 and WHEREAS, City owns or holds in trust the property associated with the permises and has leased the premises to Scouts under a Lease Renewal Agreement executed November 6,1987 ("1987 Agreement") and WHEREAS, the 1987 Agreement will expire on March 15, 2000; and WHEREAS, City and Scouts desire to extend the 1987 Agreement under identical terms for the period of one (1) year from the March 15, 2000 lease expiration date and WHEREAS, this one (1) year extension shall cause the 1987 Agreement to expire on March 15, 2001. NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND THE MUTUAL COVENANTS set forth below, City and Scouts hereby agree to execute the First Amendment to the 1987 Agreement (Exhibit A) as follows: I. TERM ...That the term of this lease renewal shall be for a period commencing on December 1, 1987 and ending on March 15, 2000 2001. IN WITNESS THEREOF, the parties hereto have executed this 1st Amendment as of the day and year first above written. Page 4 LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH GIRL SCOUT COUNCIL OF ORANGE COUNTY Mona Ware, Executive Director • • C- I9s5- LEASE RENEWAL AGREEMENT (GIRL SCOUT BUILDING) THIS // LEASE RENEWAL yyyy///AGREEMENT is made and entered into this /CL , day of40:1 .410,1.`, 198 7 , by and between the CITY OF NEWPORT BEACH, a chartered municipal corporation, hereinafter referred to as "City", and THE GIRL SCOUT COUNCIL OF ORANGE COUNTY, a California corporation, successor in interest to the Girl Scout Association of Newport Harbor and Newport Harbor Girl Scout Council, hereinafter referred to as "Council"; RECITALS: A. City and the Girl Scout Association of Newport Harbor, predecessor in interest to Council, previously entered into a lease effective December 1, 1947, of the following described real property: Lots 3, 4, 5 and 6 in Block 117, Section "B", of Newport Beach, as shown on Miscellaneous Maps, Book 4, Page 27, Records of Orange County, California, for a period of ten (10) years commencing on December 1, 1947, and ending on November 30, 1957. The parties subsequently entered into an agreement entitled Renewal of Lease dated October 14, 1957, whereby it was agreed that the original term of said lease would be extended for an additional term of ten (10) years, commencing on December 1, 1957, and ending on November 30, 1967. Said lease was again extended for an additional term of ten (10) years commencing on December 1, 1967, and ending November 30, 1977. Said lease was again extended for an additional term of ten (10) years commencing on December 1, 1977, and ending November 30, 1987. NOW, THEREFORE, in consideration of their mutual promises and of the covenants and conditions to be kept by each as set out in said above -mentioned original lease, it is agreed as follows: 1. That the term of this lease renewal shall be for a period commencing on December 1, 1987, and ending on March 15, 2000. 2. It is expressly understood and agreed between the parties hereto that the improvements and buildings situated on the above -described real property are owned by the City of Newport Beach. 3. In addition to the consideration specified in the lease, Council shall pay to City rent in the sum of one dollar ($1.00) per year. 4. Council agrees that it will continuously maintain in full force and effect throughout the term of this lease renewal the following insurance policies: (a) General Liability Insurance Policy which insures and indemnifies City against liability or financial loss resulting from injury occurring to persons within the premises herein leased and occupied by Council, the liability under such insurance to be not less than one million ($1,000,000.) dollars for any one person injured, or one million ($1,000,000.) dollars for any one accident; and (b) Automobile Insurance Policy which insures and indemnifies City against liability or financial loss, the liability under such insurance shall not be less than one million ($1,000,000.) dollars for any one accident. Council agrees that it will pay to and reimburse City its cost of maintaining adequate fire, • • insurance on the buildings and improvements situated on said real property. The amount of said fire insurance to be carried on the buildings and improvements shall be determined by City. 5. City and Council further agree that either party shall have the unconditional right to terminate this lease at any time during the above -mentioned renewal period by giving the other party twelve (12) months' prior written notice of termination. The above -described right of termination shall be in addition to any and all rights of termination containedin the original lease. 6. Council further agrees that it will obtain the prior written approval of the City Manager before constructing any new improvements to making any changes or alterations in the buildings and improvements existing on the property as of the date stated in the introduction of this agreement. 7. Council further agrees that the City Parks, Beaches and Recreation Department and local community and civic related organizations can use the property and the buildings and improvements on the property in accordance with reasonable rules, regulations, fees and scheduling to be established by the Council with the prior approval by the City. 8. Except as hereinabove expressly modified or amended in this lease renewal agreement, all of the terms and conditions of said original lease are hereby incorporated herein as though set out in full, and the parties hereto agree to be bound by all of the terms and conditions of said original lease. IN WITNESS WHEREOF, the parties hereto have executed this lease renewal agreement as of the day and year first above written. CITY OF NEWPORT BEACH, a munici.a rpora 'on BY: ATTEST: City Clerk THE GIRL SCOUT COUNCIL OF ORANGE COUNTY, a California Corporation BY: BY: APPROVED AS TO FORM: City Attorney aro 1.1.1 al, LEASE RENEWAL AGREEMENT (GIRL SCOUT BUILDING) THIS LEASE RENEWAL AGREEMENT is made and entered into this � day. of 1977, by and between the CITY OF NEWPORT BEACH, a chartered municipal corporation,hereinafter referred to as "City", and THE GIRL SCOUT COUNCIL OF ORANGE COUNTY, a California corporation, successor in interest to the Girl Scout Association of Newport Harbor and Newport Harbor Girl Scout Council, herein- after referred to as "Council"; RECITALS: A. City and the Girl Scout Association of Newport Harbor, predecessor in interest to Council, previously entered into a lease effective December 1, 1947, of the following described real property: Lots 3, 4, 5 and 6 in Block 117, Section "B", of Newport Beach, as shown on Miscellaneous Maps, Book 4, Page 27, Records of Orange County, California, for a period of ten years commencing on December 1, 1947, and ending on November 30, 1957. The parties subsequently entered into an agreement entitled Renewal of Lease dated October 14, 1957, whereby it was agreed that the original term of said lease would be extended for an additional term of ten years, commencing on December 1, 1957, and ending on November 30, 1967 Said lease was again extended for an additional term of ten years commencing on December 1, 1967, and ending November 30, 1977. B. The parties mutually desire to extend the term of said lease for an additional period of ten years. w 46 4b NOW, THEREFORE, in consideration of their mutual promises and of the covenants and conditions to be kept by each as set out in said above-mentioned original lease, it is agreed as follows: 1. &f- this lease renewal shall be famba-Veried°of ten (10) years commencing on December 1, 1977, and,ending on November 30, 1987. 2. It is expressly understood and agreed between the parties hereto that the improvements and buildings situated on the above-described real property are owned by the City of Newport Beach. 3. Council agrees that it will continuously maintain in full force and effect throughout the term of this lease renewal an insurance policy or policies which will insure and indemnify City against liability or financial loss resulting from injury occurring to persons within the premises herein leased and occupied by Council, the liability under such insurance to be not less than $250,000 for any one person injured, or $500,000 for any one accident. Council agrees that it will pay to and reimburse City its cost of maintaining adequate fire insurance on the buildings and improvements situated on said real property. The amount of said fire insurance to be carried on the buildings and improvements shall be determined by City. 4. City and Council further agree that either party shall have the unconditional right to terminate this lease at any time during the above-mentioned ten-year renewal period by giving the other party twelve (12) months' prior written notice of termination. The above-described right of termination shall be in addition to any and all rights of termination contained in the original lease. 5. Council further agrees that it will obtain the prior written approval of the City Manager before constructing -2- 4 any new improvements or making any changes or alterations in the buildings and improvements existing on the property as of the date stated in the introduction of this agreement. 6. Except as hereinabove expressly modified or amended in this lease renewal agreement, all of the terms and conditions of said .original lease are hereby incorporated herein as though set out in full, and the parties hereto agree to be bound by.all of the terms and conditions of said original lease. IN WITNESS WHEREOF, the parties hereto have executed this lease renewal agreement as of the day,and year first above written. CITY OF NEWPORT BEACH, A Municipal Corporation ATTEST: ity Clerk THE GIRL SCOUT COUNCIL OF ORANGE COUNTY, A California Corporation B President By Executive Director APPROVED AS TO FORM: City Attorney DDO/bc 6/20/77 • 1 2 3 5 6 7 8 9 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 LEASE RENEWAL AGREEMENT (GIRL SCOUT BUILDING) THIS LEASE RENEWAL AGREEMENT ismade. and entered into this /i-dL day of C214y,,,,; , 1967, by and between the CITY. OF NEWPORT BEACH,. a municipal corporation, hereinafter referred to as "City", and NEWPORT HARBOR GIRL SCOUT COUNCIL, a California corporation, successor in interest to the Girl Scout Association of Newport Harbor, hereinafter referred to as "Associa- tion"; 1 A. City and the Girl Scout Association of Newport Harbor previously entered into a lease effective December 1, 1947, of the ;following described real property: Lots 3, 4, 5 and 6 in Block 117, Section "B", of: Newport Beach, as shown on Miscellaneous Maps, Book 4, Page 27, Records of Orange County, California, for a period of ten years commencing on December 1, 1947, and ending on. November 30, 1957. The parties subsequently entered into an agreement entitled Renewal of Lease dated October 14, 1957, whereby it was agreed that the original term of said lease would be extended for an additional term often years commencing on December 1, 1957, and ending on November 30, 1967. B. The parties mutually desire to extend the term of said lease for an additional period of ten years. NOW, THEREFORE, in consideration of their mutual promises RECITALS: and of the covenants and conditions to be kept by each as set out in, said above mentioned original lease, it is agreed as follows: 1. That the term of this lease renewal shall be for a period of ten years commencing on December 1, 1967, and ending on November 30, 1977. 2. It is 'expressly understood and agreed between the parties hereto that the improvements and buildings situated on the above described real property are owned by the City of Newport Beach. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 3. Association agrees that it will continuously maintain in full force and effect throughout the term of this lease renewal an insurancepolicy or policies which will insure and indemnify City against liability or financial loss resulting from injury occurring to persons within the premises herein leased and occupied by Association, the liability under such insurance to be not less than $100,000 for any one person injured, or $300,000 for any one accident. Association agrees that it will pay to and reimburse City its cost of maintaining adequate fire insurance on the buildings and improvements situated on said real property. The amount of said fire insurance to be carried on the buildings and improvements shall be determined by City. 4. The parties further agree that either party shall have the unconditional right to terminate their lease at any time during the above mentioned ten-year renewal period by giving the other party twelve months' prior written notice of termination. The above described right of termination shall be in addition to any and all rights of termination contained in the original lease. 5. Association further agrees that it will obtain the prior written approval of the City Manager before constructing any new improvements or making any changes or alterations in the build- ings and improvements existing on the property as of the date. stated in the introduction of this agreement. 6. Except as hereinabove expressly modified or amended in this lease renewal agreement, all of the terms and conditions..• of said original lease are hereby incorporated herein as though set out in full, and the parties hereto agree to be bound by all of the terms and conditions of said original lease. IN WITNESS WHEREOF, the parties hereto have executed 2. • I 1 2 3 4 5 6 7 8 9 12 13 14 15 16 17 22 23 24 25 26 27 28 29 30 31 32 this lease renewal agreement as of the day and year first above written. CITY OF NEWPORT BEACH By ATTEST: Mayor CITY NEWPORT HARBOR GIRL SCOUT COUNCIL President By L-P-2' ' oti �i J Secretary ASSOCIATION 3. r A. WWC:mec 2/6/59 AO • e I. GENERAL CITY OF NEWPORT BEACH OFFICE OF THE CITY ATTORNEY SUMMARY OF CITY'S GIRL SCOUT LEASE .INFORMATION Parties to Lease City of Newport Beach, Lessor Girl Scout Association of Newport Harbor, Lessee Date of Lease December 1, 1947 City Council approval Original lease 3552 January 12, 1948 (Res. No.) (Date adopted) Amendment 4690 October 16, 1957 (Res. No.) (Date adopted) Land Location Northerly side Balboa Boulevard between 17th St. and 18th St. Source of City's Title Deed from P. E. Ry. dated 8/12/191,9• Frontage Approximate Area 10,000.00 Sq. Ft. Water Street None 100.00' II. LEASE DURATION No. years: 10 From: December 1, 1947, to November 30, 1957. B35 amendment, extended to November 30, 1967. III. LEASE PROVISIONS k £5 v ,— A/O V 0� + G 7-7 Rental: Lessee to construct a club house on demised premises within one year from date of lease. All improvements on premises to inure to the benefit of Lessor on termi- nation of lease. All insurance payable by reason of the substantial destruction of buildings by fire or otherwise shall become the property of Lessor and con- sidered reasonable rent of said building and premises, in event Lessee does not rebuild in 6 months and lease terminates. Should Lessee elect to rebuild, such insurance proceeds shall be used therefor, and Lessee agrees to pay any additional amount required to fully complete the building. Recreational, educational, community and civic purposes, both for Lessee and for the public. Purpose: Repairs: Lessee to keep building in good condition and repair, and to keep the grounds surrounding said building in a neat and sanitary condition and free from refuse of all descriptions. Assignability: No assignment of lease or subletting of premises, and no mortgaging of leasehold interest or any of the improvements thereon, without written consent of Lessor. Renewal: Lessee to yield up immediate possession on termination of lease by forfeiture or lapse of time, or pay 4300.00 per month as liquidated damages for such time as pos- session is withheld. 1. M SUMMARY OF CITY' S GIRL SCOUT LEASE (Continued) III. LEASE PROVISIONS (Continued) Terms of default: Upon default in any condition of lease by Lessee continuing for 60 days after written notice to Lessee, Lessor may declare term ended, re-enter premises and expel Lessee. Lessee waives compensation for for- feiture and demand for possession.. Taxes: Lessee to pay all public improvement assessments due or to become due, all water rates, meter charges, and other charges, and all city, county and state taxes on improve- ments and leasehold interest. Insurance: Lessee to insure building and improvements to maximum amount permitted, against fire and other unavoidable accidents, with extended insurance in favor of Lessor, and to carry liability insurance with a landlord and tenants liability clause, which shall inure to the bene- fit of Lessor. IV. LEASE AMENDMENT PROVISIONS Insurance: Lessee to maintain insurance against liability or financial loss from injury to persons on leased prem- 'ises of not less than $100,000 for any one person or $300,000 for any one accident. Lessee to reimburse Lessor cost of maintaining fire insurance on buildings and improvements in an amount determined adequate by Lessor. 2. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 RENEWAL OF LEASE THIS RENEWAL OF LEASE, made and entered into this 14 C� day of 3. ,“12,9_4 , 1957, by and between the CITY OF NEWPORT. BEACH,.a municipal corporation, hereinafter referred to as "City".. and GIRL SCOUT ASSOCIATION OF NEWPORT HARB0 ,a California corpora- tion, hereinafter referredto as "Association", WLTNESSETH: WHEREAS, the parties have heretofore entered into a lease dated .the c t day of \,. 194 cs/H of the following described real property: Lots 3,'4, 5 and 6 in Block.117, Section "B", of Newport Beach, as shown on Miscellaneous Maps, Book 4, Page 27, Records of Orange. County, California,; for a period of ten years, commencing on the 1st day of December, 1947 and ending as of the 30th.day of November, 1957; and WHEREAS, saidlease provided that upon the termination thereof, all improvements and buildings constructed thereon by.. Association would become the property of City; and WHEREAS,. the parties hereto are now desirous of renewing. said lease for a period of ten years; NOW, THEREFORE, in consideration of 'their mutual promise and of the covenants and conditions to be kept by each as set. out in thesaid above mentioned original lease between the parties hereto, it is agreed as follows: 1. That the term of this renewal of lease shail'.be for a period of ten years, commencing on December:1, 1957 and ending on November 30, 1967. 2. .It is expressly understood and agreed to between the parties hereto that the improvements and buildings situated on the above described real property shall become the property of the City of Newport Beach. 3. Association agrees that it will continuously maintain in full force and effect throughout the term of this renewal of lease an insurance policy or policies which will insure and 1 2 3 4 5 6 7 '8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 indemnify City against liabilityor financial loss resulting from injury occurring to persons within the premises .herein'leasedAnd: occupied by Association, the liability under such insurance to,be not less than $100,000.00 for any one person injured, or $300,000.00 for'any one accident.. Association agrees that it will.: pay to and reimburse City its Cost -Of maintaining adequate fire insurance on the buildings and improvements situated oft said.real'1 property.. The amount of said fire insurance to be carried on the buildings and improvements shall be determined by 4. Except as hereinabove modified oramended, all of the terms and conditions of said original lease be, and they are hereby, incorporated herein as though set out in full herein and th parties hereto agree to be bound by all of the terms and conditions of said original lease. IN WITNESS WHEREOF, the City of Newport Beach has by resolution of its City Council dated October 14, 1957, authorized and directed its corporate name to be signed and its corporate seal to be affixed by the Mayor and City Clerk of the City of Newport Beach thereunto duly authorized and the Girl Scout Association of Newport Harbor has hereunto caused its corporate name to be signed by its President. and Secretary thereunto duly. authorized by resolution of its Board of Directors dated thedac- 1 6Cz day of 0 cto--ems , 1957. CI OF NEWPO. ^ BEACi�% ayor BY Cit Clerk C-IRL SCOUT ASSOCIATION OF NEWPORT HARBsR By eall sei1.0 e&ldent l,,44,4. By, 6,'07Z Secretary "O ty kttornay of sai4 iity a " n'xis with the: 3a!k exit Gity: It is spesitically 'saderetoo& ::said. agreed betneen the perms,; lea hereto, 041144 in .ihie agree nt at lease .to the notwithstanding,that" the.Gity.:may,.:in"the.event that the City' Council of:: said City sM11, at.:any .regular :seeetin ` thereof' teal •mine that :said Club lhas failst and neg1.ected. wit ttn _tties;.time -spew! field in this lease ,to' remedy a default thereof, in `.any partieuy,ar:,. • and said City. Coanoil shall be '::the sole wage thereof ,L it is a that: the City may terminate anal endthis lease eithont any liabil ;Sty. or responsibility iaeatar as its action may be. eoneted reference to said.termination et said; lease under . She provisions :.:. hereof, and may re-enter :and take possession of said premises and. allthe improvements thereon. IN WITNESS WURROP, the City ot:Neieport Beaeh has this day. caused its oorporate name to be signed snot +its corporate . seal to be affixed by its Mayor anti tiity Clerk therennto dvl.y anthorised_ by'resolution. of its City Oopncil dated the _. day of 19 , and. the Party of the Seottat Bart has hereunto oa oil its corporate name to be signed and its:oorporate seal to be af"fixet by its Presidentand. Secretary ,there unto dui.t . authorised by rase- lotion of its Board. of Directors, the day of:. 19 oin OF BOP B By .. �. > s : -� Mayor �itY' O ar GIRL SCOUT: ASl?C ATIQB or arc &4,)' President B=:aIJJ.t. - ecrstsy Par c a, e = *so er • 3 INSTRUCTIONS FOR FILING CLAIM FOR PROPERTY TAX EXEMPTION UNDER THE WELFARE EXEMPTION PROVISIONS 1. The claim for the welfare exemption is prepared in triplicate and to obtain exemption the original and duplicate must be filed annually with both the county and the city assessor between noon on the first Monday of March and 5:00 P.M. on April 1. The filing with the county assessor must be made in person at the main office of the county assessor. 2. The form for claiming the welfare exemption is in six sections, Sections A and B relating to the organization, Sections C and D to an individual property, Section E being the affidavit and Section F-1 & F-2 are the Balance sheets. The claim filed with each county or city assessor consists of only one set in duplicate of Sections A, B, E and F-1 & F-2, and sets in duplicate of C & D for each individual property in the respective county or city. Institu- tions may file copies of their annual operating statements in Lieu of Section B. When the operating statement does not give listing of salaries of over $3500, or disposition of surplus, separate detail must be added. 3. The claimant may obtain in effect a receipt of filing by submitting the claimant's copy to the assessor for acknowledgment of filing by entry of date and assessor's or deputy's signature. 4. The claimant must make an annual return of the property as he normally would if the property were subject to taxation. This return must be made on the regular forms supplied for that purpose by the county or the city assessor. 5. The claimant for welfare exemption must furnish additional informa- tion when requested and is subject to audit by the State Board of Equalization. 6. When a claimant is filing a claim for the first time, the claim must be accompanied with two certified copies of the articles of incorporation, or comparable instruments for other types of organizations, together with all amendments and revisions thereto. If articles of incorporation were filed with the assessor in a previous year, they need not be filed again. All amendments or revisions to the articles made since the last filing, however, must be included. FORM AH 267 12-18-50 INSTRUCTIONS A. CARLISLE & CO. - S.F. WELFARE EJOiMPTION CLAI SECTION A address of which is CLAIM OF EXEMPTION FROM PROPERTY TAXES UNDER SECTION 1C, ARTICLE XIII, CONSTITUTION OF CALIFORNIA & SECTION 214 OR 215 OF THE RN,VENUE AND TAXATION CODE. TO THE ASSESSOR OF THE CITY OF Newport Beach (H rl Norm* Assonietinn of Nnwpart linrhnr , the Full Name of Organization 1700 W, BnlbnArB1vd , Newport Reach. nalif. Give complete address hereby claims exemption from taxes on specified property pursuant to Section lc, Article XIII, Constitution of California and Section 214 or 215 of the Revenue and Taxation Code as a Non—profit State nature; i.e., religious, hospital, or charitable organization and in that behalf does hereby submit the following information: A. INFORMATION ON ORGANIZATION 1. If the claimant organization is incorporated, give the (1) Date of filing the articles April 12, 1949 (2) Corporate number 9354437 ; (3) The name of state in which the organization was incorporated California ; and (4) The amount and class and par value of capital stock authorized to be issued (5) If any amendments to articles of incorporation have been filed during the past year, give dates of filing with Secretary of State 2. If the claimant organization is not incorporated, state in brief its organizational structure Form AH 267A-1 1/2/47 A. Carlisle & Co. S.F. 3. State briefly in outline form thpurpose or purposes for which the organization was formed. (Do not quote from, or make reference to, the articles of incorporation.) Girl Scout activities engaged. 4. State fully all activities in which the organization is Gi+1 Seoitting 5. Does the operations of the owner or operator, either directly or indirectly, materially enhance the private gain of any individual or individuals? an If yes, specify Yes or N0 6. Is any capital investment for expansion of physical plant contemplated. o If yes, specify No or No Form AN 267A-2 2/1/46 A. Carlisle S Co. S.F. 7. iSe any dividends been declared o7�interest paid or profits distributed to any stockholder, individual, or member? No 8. Does any part of the net income of the organization inure to the benefit of any private shareholder, member, or individual9 No Yes or No If so, explain: 9. In case of dissolution what disposition will be made of the assets of the organization? Ownership of building would be taken over lr the nity of Newport Resell, from whom the property is leased Form AN 267A—j 2/1/46 A. Carlisle A Co. S.F. i WELFARE EXEMPTION CLAIM SECTION B FINANCIAL STATEMENT OF ORGANIZATION Give dates of Fiscal Year Jan_ 1 to Don. 81, 19F1 The financial transactions of the organization for the last completed fiscal year were as follows: Show all sources from which income is derived. RECEIPTS: (1) From invested funds, rentals, & other earnings of property (2) From gifts (3) From Community Chest $ E2oB 50 (4) From Fees (5) From charges for services (6) From charges for board & lodging (7) From other sources: Specify. 1 Total Receipts $ 8208.50 EXPENDITURES: (1) Compensation of Directors (2) Compensation of officers $ 2055.50 (3) Salaries or expense for professional services, doctors, nurses, etc (4) Compensation of Bookkeepers, clerks, stenographers, etc (Give separate listing of all positions with salaries over $3500 annually within foregoing four categories. Also give salary schedule by positions) Form AH 2678-1 1/2/47 A. Carlisle & Co. S. F. (5) list of materials, furniture, a atus, pplies, and equipment $ (a) For services $ (b) For grounds and buildings $ (c) For Board and Lodging $ (d) For all other, specify $ (6) Interest $ (7) Rents, specify for what $ (8) Taxes $ (9) Insurance $ (10) Other Expenditures (not including capital betterments or additions)Trsnspnrtstion....$ 45.46 Rent, Utilities 289.63 Repairn-EgnijaaDt $ 67.91 Specify 56.10 Bublio Relations 68.99 Offies Suppliss $ 116111 Cleaning 87.00 National Charter $ 5110 Troop Organisation 57.99 Progreun $ 171.04 TOTAL Training. and Conventions $ 215.21. 1124.80 Capital Betterments and Additions $ TOTAL EXPENDITURES $ 3756_0 ANINEELFOR TBk. YEAR $ 29.50 (Def.) Explain in full the disposition of the surplus:, I hereby certify the above to be true and correct. l ),oh,.,_ `i4,-.(Abe9 Signature Pinnacle Chairman Title Form AH 2676-2 1/2/47 A. Carlisle d Co. S.F. WELFARE EXEMPTION CLAIM SECTION C INFORMATION ON PROPERTY 1. State whether the title to the following described real property and improvements, including buildings, for which exemption is claimed, is owned by the claimant organization in FEE SIMPLE No des or NO (a) Land - Description and size of property: Leased (b) Buildings - Describe buildings, giving number of rooms Qna building - Total fantagn just under 40ln sq ft.. Ronms inninde a mein eutiitoriuvc large ball, largo kitchen and storage closet, locker room, laoatory ;Ina shower rnnma, nffine anti couno41 roam, (c) Personal property: 2 pianos, range, refrigerator, kit - (hen work table, R fnlding dining tables 16O fnlding chairs deaf filing cabinet, typewriter, duplicator, 3 eofss, draperies, silver and dishes,• nil'paintinge, metal typewriter stand, 2 walnut armchairs, 1 swivel chair. Annie lamp, pens& P A nystemt filmanund projaotnr arid scream anrtition, 3 redwnnd table 3 umbrell - alias film pr jentnr, 5ff ant nnffee urn Form All 267C-1 2/1/46 A. Carlisle 8 Co. S.F. 2. For what purpose is the property listed under Question 1 used? Describe property and explain its principal use, and incidental use, if any. Girl Scout activities. 3. .Is any of the property leased or rented? yes Yes or No If yes, describe lease and property Lots 3, 4, 5 and 8, Block 117, Sao B. Nsnport Beach, ss shown nn Miscellaneous Map Book 4 Pege 27, Beoorrta of orange Cn_, Wit 'Lensed from the City of Newport Dearth 4. Is the property used or operated by the owner or by any other person for profit? No Yes or No If yes, specify Form AN 267C-2 2/1/46 A. Carlisle 6 Co. S.F. 5. ]s the use or operation of the p perty, by the owner or by any other holder, member, person, benefit any officer, trustee, director, share - employee, contributor, or bondholder of the owner or operator, or any other person, through the distribution of profits, pay- ment of excessive charges or compensations or the more advantageous pur- suit of their business or profession? No Yes or No If yes, explain: 6: Is the property used by the owner or members thereof for fraternal or lodge purposes, or for social club purposes, except as in- cidental to a primary religious, hospital, or charitable use? No Yes or No If yes, explain: 7. Is the property irrevocably dedicated to religious, hospital, or charitable purposes so that upon liquidation, dissolution or abandonment of, the owner will not inure to the benefit of any private person except a fund, foundation or corporation organized and operated for religious, hospital, or charitable purposes? yea Yes or No Form AN 267C-3 2/1/46 A. Carlisle 8 Co. S.F. If yes, explain ether dedication is by articles incorporation, by declaration of trust, or otherwise. Arti^les of Tnnarpnrntinn Form AM 267C-4 2/1/46 A.. Carlisle 4 Co. S.F. WELFARE EXEMPTION CLAIM • Parcel No. SECTION D FINANCIAL STATEMENT OF PROPERTY The financial transactions relating to the property for the past year were as follows: Show all sources from which income was derived. RECEIPTS: (1) From rentals (2) From charges for services (3) From fees (troop camping) (4) From charges for board & lodging (5) From sales of goods or products(eirl Scout Cookie sale) (6) From other sources: Specify California Community Foundation Mice_ gifts TOTAL RECEIPTS EXPENDITURES: (1) Compensation of directors (2) Compensation of officers (3) Salaries or expense for professional services doctors, nurses, etc. Compensation of bookkeepers, clerks, stenographers, etc. (4) (Give separate listing of all positions with salaries over 3500 annually within foregoing four categories. Also give salary schedule by positions.) $ 697.00 $ 459.00 400.00 34_01 $ 1470_91 Form AH 267D-1 1/2/47 A. Carlisle & Co. S.F. (5) Cost of materials, furniture, apparatus, sup ies and equipment • (a) For services (b) For grounds and buildings (c) For board and lodging (d) For all other, specify (6) Interest (7) Rent, specify for what (8) Taxes (9) Insurance Sn8_96 R49 _Aa (10) Other expenditures (not including capital betterments or additions) Specify Maintennnc S 78_68 TOTAL Capital betterments and additions TOTAL EXPENDITURES $ nisi _91 SURPLUS FOR THE YEAR 439.0E Explain in full the disposition of the surplus: Dap. in aegingn anrl_Lpan toward nstahliahed name fund. I hereby certify the above to be true and correct. Signature Finance Chairman Form AH 267D-2 1/2/47 A. Carlisle & Co. S.F. Title CURRENT ASSETS Cash on Hand Cash in Banks Accounts Rec'ble Notes Rec'ble Merchandise Supplies BALANCE HH H, H T (For Last Fiscal Year) As of Ilan_ E1, 1951 date ASSETS TOTAL $ 191 t.14 ENDOWMENT FUND INVESTMENTS SECURITIES $ FIXED ASSETS Land $ Bldgs. Less depreciation $ $ 29,100 8`73 $ 2. ?PR Perm.Attached Fix.,mach. & equipment $ 6S0 Less depreciation 58S Unattached furn.,mach.& equipment $ 1,455 Less depreciation $ 14.$_50 Office Equip. Less depreciation $ 1291.50 $ 295 $ 29.'10 $ TOTAL 202_50 Deferred & Prepaid Expense (Ins., Taxes, Etc.) $ OTHER ASSETS Specify TOTAL TOTAL ASSETS $ $ 52,225-14 FORM AH-267 F-1 12-18-50 A. CARLISLE 6 CO. - S..F. LIABILITIES AND FUNDS REAL PROPERTY FUNDS CURRENT LIABILITIES & FUNDS ACC'TS. PAYABLE - OWING TO CALIF. RESIDENTS Notes and other Acc'ts. Payable DEFERRED CREDITS TOTAL $ RESERVE ACCOUNTS (other than depreciation) TOTAL FUNDS HELD IN TRUST BUILDING FUND O'1'HBR LIABILITIES Specify TOTAL NET WORTH TOTAL LIABILITIES $ $ $ FORM AH-267 F-2 12-18-50 A. CARLYSLE & CO. - S.F. WELFARE EXEMPTION CLAIM SECTION E AFFIDAVIT STATE OF CALIFORNIA SS. COUNTY OF Gran Vera R fnsne Being first duly sworn, Name of person making affidavit deposes and says: He is Finance Chairman of the Title, such as president, etc. Girl Scout Association of Nevport Harbor Name of Organization and makes the forgoing claim of exemption on behalf of said organization as such officer or representative thereof; that the answers, statements and data submitted herewith are complete and true to the best of affiant's knowledge and belief; and that all the requirements and conditions as set forth in Section 214 or 215 of the Revenue and Taxation Code granting the privilege of tax exemption are met. Subscribed and sworn to before me the a o /` day of /vl 19 s 4. By Filed tlic-( 41 19 srZ By Assessor or Deputy No. of Properties Assessor Deputy Form AM 267E 2/1/46 A. Car [Isle 8 Co. S.F. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 AGREEMENT 0? CABS THIS AGREEMENT OF LEASE, made this a` day of Z3A) ., 19_ , by and between CITY 07 NEWPORT BEACH, a munioipel oorpara- tion of the Sixth Class, of Grange County, California, Party of the First ?art, hereinafter referred to as the "City", and GIRL SCOUT ASSOCIATION OF NVI-ORT HARHOR, a California oorporation, of Newport Beach, California, Party of the Seoond Part, herein- atter referred to as the "Club', WITNES3ETHI WURICAS, it is the intention of the Club to erect and 000n. truot a building on t:-.e lands hereinafter described, which said uilding and lands surrounding the same will be used for eduoar tonal, civic, recreational and oomiunity purposes, and will be erally offered to the public for recreational, civic, oomaunity educalilonal purposes; WO! THEREFORE, THIS AGUI.MaiT FITRThEll WITf8snis: That the City, for and in oonsideration of the rents herein reserved, and the covenants and agree°aenta herein contained, on the part of the Club to be kept and performed, has demised and leased, and does by these presents demise and lease unto the Club, that certain real property situate in the City of Newport Beach, County of Orange, State of CCaliforni-., and more particularly de- scribed as follows, to -wits Lots 3, 4, 5 and 6 in Block 117, Section "1', of Newport Beach, as shown on l.i aoe1i aneous Map Book 4, Page 27, Records of Orange County, California. PUR OSE: For the sole purpose of using said lands for re- creational, educational, community and civic purposes. MILL To have and to hold the saris with the appurteni+noes unto said Club, for and during the term of ten (10) years, Gomm. 1. lsenoing as of the first day of December, 1947, and ending as of the 30th day of Novembers 1957. CONSIDERATION* The Club, in oonsi1eration of the leasing of said premises to it by said City, coAlance wt ial tite plans and ipcuifioationa nor* on file with the City Clerk of the City of Newport Beach, and approved by the City Council, a club house on said demised premisari, and to fully comp. plots said club house within one (1) year from slate hereof. That said plans and specifications eo on file with the City Clerk and so approved by the City Counoil of the City of iiewport Beach, are by reference thereto stada a part hereof, to the same extent and purpose as if attached hereto and auk& a part hereof. FURTHER CONSIDERATION: And the said club rurther covenants and agrees with the city of Newport Beach that it will keep said building so to be erected and constructed, lid ameareemeiblimaAisad mei" at its r d ewsponswilirinerMN tiewit..if Okla lease, lissibse, UNA ealAsissMilissiuslisimprieuremilto will te-loy said ewesmilmeisimessmouSseaskommusismosamiat a and other unavoidable accidents, with extended insurance, which policies shall be taken out in the name of and be in favor of the City of Newport Beach. Said form of policy shall be first approved by the City Attorney of said City and kept by said City in its records and files. FURTHER CONSIDERATION: The Club agrees and covenants that said building, to be sreoted and constructed on the real property mentioned, may be used for all civic, educational, recreational and community purposes, and under such rentals, rules and regult. tions as shall meet with the written approval of the City. FURTHER CONSIDERATION: The Club further oovenants and agrees to keep the grounds surrounding said building in a neat and sani... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 tary condition and free from refuse of all descriptions. TAIMALO £SSI MITs; As a further consideration for the lease aforesaid, the CluinellessillePINNIMPOIMPINuemetolillemelse ified, all public improvement assessments which may become due from time to time upon said abovo described property, and in this sort- nection the Club agrees to and sloes berebT assume and agree to nay when due, :11 unpaid aas'sesements now against said property, of every nature, description, or otherwise; llswelleilPINIPMIOPINOMelsew . any part thereof, swept insofar as said dub nay legally be entitled to tax exemp- tion theriftemt. and State- levied or assessed against any improvements which may be placed in or capon said described premises, as well as all taxes etioh may be levied on the leasehold interest of said Club here- under, except insofar as said Club shall not be precluded from seeking and obtaining any right of tax exemption from any of the items hereinabove mentioned to which it may be legally entitled, and further, the Club agrees and covenants to pay all of the above charges before the cane shall become delinquent. The Club further covenants amd agrees that in the event any buildings or other structures are placed on said land, that it will notify the City promptly of its intention to erect or con- atruot buildings or other improvements on said desaribedpranises, sad the nature thereof, and the approximate costs thereof, an the City reserves the right to poet and keep posted on said ]remises, notices of non-responaibility for labor, mate►rri al s and supplies furnished to the Club, in the erection and construction of any and all improvements on said described premises. The Club further covenants eM agrees to comply with all 3. 3 7 8 9 12 13, 14 15 18 19 20 21 22 24 25,, 26 27 28 29 30 31 32 :•::IwiLidiag:tenkinteistit 10S4:isa, Stato, dal 'sr WOWS* or • the.: Orgenstet Silt* ti44- pre401141*„.laill ea - the: un thereat.::;ar: .0e soitteeee: elpeetY4S. 4$101On7 Atfe**1 -• _ebb: 010. tieresteitte tyre* • with the *Sty that thiiileesei*Or'setY :141!Strown • tasrawo without -tint •obtaining theitrittett etnentat ••• • . • • • _ • .• - . •.• - • • - - far Etta assigitattati_and tete 0pal 'rtuiPthte sons •ill t*ArePtuunie • - tloa, net to sodast enr sublean. said 4*stnd premises. _ or, 5*7 pat or portion thereof, without the written :ecnisent et,- the fitly! ...• , • Tbe Dit pater- invenants ;001 ••agrinesthat it' Oil net Worts. . • .. _ • • . gage, pledge* :enoutelier- car bypath*** Old leaetateld:ihnerest, -any of the intrortatents thereon* no,:to bo pleaat thereenl.witMut the •topress written sensent of the ClitY first had and. obtaiiteC-- • • • • - • • . CarliS dOVIMAilt or •r1140110014 $010113alifs The _said -City •barS by 001ftsats and ass %bat the..ellutti- Perconaning alltan sovtleante • .turus and conditions of • this lease- ea the: Part •of -said Club is be -- *pit and perforated, any and, shall hays the right it all. tin** Ones int the tent ot•this• lease, ta quietly •attd peatte0117 'Sid/ •regis . • sees, uses,. *own and enjoy. said leatediand.:404. Lprinitset.and all istproweain5s-7abteh.aaytroarbino totine be plate* theres,- under and, by virtue • of- •tisis . •••• • . . FAVairpATED Rartgadgil • TM Club farther -govenaiibe and:Eareen that it win, woe the serystaiktien ae-1244Isipai.!er. tortestare er bates at tine, paid tip' inttediatte possession of saiti.detnised •prela is's* together with all the inpreviseents thereon, Se said; Clitr• or tis Pars Wm* felling so to dos as lietteatei daeasse far tale while tine small possession in withheld. The nut ar $300•00 per months but the provisions at this ttamee than *et be bola an a waiver by said ditty of any right of re-entry as bassinet*r set forts nor *all the regeipt said rent or any part thence, a any tithe sot la stoat airframes et the tonattoye operate as it waiver of the right to torteit this tete*eita the ten ban granted for the period stir estexpired, Per any brews et the 4. 2 3 4 7 9 10 11 12 :13 14 15. 17: 18 19 20 22 23 24, 25 26 27 28 29 30 31 32 .44rOty. • • OS CO d defeat shall tows ter.,artw (40) doe after. =tat tbered.. in 'writing tat the ctub the* 'and in either = .0aq et such events, it than 1elaSft1 fair the City, at ,its .elestion, ti declare said tern ended., end. est or sathout prows= of law, to neater, end She. sal& Club, .aciti . nary otharperion in. or .ussott Sid& Ptenisess or: Any pet taitetc'ti.• to. =pelt ream and lint nut, using tap* force at.Dar bs atiessaary la so &lag* al to i*Possots a.1 mist said igymiees WM.* prise . Judi= to any flata o» reatedist whetter -by .statitts 4,4011214 *123.04 *tat be peed for bnsoh et say term,oevesent or stiipaier. tics or this lees.. in this sonnectioa the. Club waives say eemPose Witten for the forfeits= et said ter. or the possession of au,: -awaited preadass:t.$7 -tow City, in the, ovsat of Sas fortsitart at thisteas. tor .4my et- the ikatita; atensasat ana,Wiltif trattlit any ascasol 'ter the possession. Or the.. pretidees in the event et the tte$ /Stun of this lees*, and.acksiaithat - a Weil= that the.att no awain or is required int .any..tinoltO:Sivolar- let. Olan; - ;Si with Steen.e to the .fortgaing ,onewnentei, o ny toser ia this leits, may be sent by .tegistereli MaLI, postage prepaid, to the aub, 4 suatt address AS 144fl hati been last furnished IA writing by the 01*, to the .0ity�, or gmay be ]stt 4 sue Srz the tart et an 0044sy0e.er:that a*, or the city may resS 'Suet =ties eonspiewOusly for ten eonastartive dais lion the sail osirmnin presises, 'sat ths vans net= la either way abolst deseribed shall 0.11•IiitO;t0 a. eseo4a nitiaient and IsAnfpl'noti..: in sealer whilist:lit the terse et thieriesin,. Sthbe.is rositolt to . . be given by said Otty to the cub. . . „.. tiovis IttittILTIOWI. The Cleab further ievenants to and -with the Gity thatia ihotisat satliitia041 SithOut:inufeuit'on.iSe. part, be insk4s. a party to any litigation..0speed by er tiassai 3 4 5 9 10 13 14 15 16 17 18 19 20 21 22 ?3 24 25 26 • 27 28 . 29 30 31. 32 '1 -lit:: • 1.21. :;itai4 flt, tha -*Lir par: elfeelielekte-Etteflea.; ran:snovirrect Itt-ar isOposeed..uptei • sad qtty, ar W or i11, eons; • -- •• • • •-•.... .: • attic& tith'itaid litigation.- and tbe-.011b...nill pacti:allileeste and . - . .. reasonable -attorney • feet- tteh Miff be litettrrod • or ••PeL4..b7 the • City inentfasing the. otirenantte of this testes." ..anti .411- soh. Coate.. . . and attorneys:a tea Whes.paid by .said .otky, shall: be so oonsidtsr.ation feu* the granting rof. this lease.% •. . - • •± CITY'S -70XCD73021 • It le telother-Wletieteed nil ass & that ••the 'various righti and receedle herein 434flitittne4 and resorted to the Clity, shal1. netbe ootte.i.dere4 as - exclusive Of any -other. right • Or resat:, but the sae) shall. be oinattrual oussulatite, art-, be in addition to enry .ready now or hereafter at law. . • ... • • • - • • • - • *Walt or by statntes, _ go deli or. traission a the -City to ewer- • - • oise any right or power arlHaing iron any -omission, Or default of • • • ...the abo.wan impair any sue right...or power, or Shall be teem *: . . . • - street as a waiver of any -stash default or any ancluiesisenee .thereitt No Welter of the 'break et any:of the owrenants of :this .lease •shal be sonstniott or held to be a .waiver,:of ant other broach or waiter or aequieseihoe in .or sensent to ant further .or:.onctemeding • . • of tho suns istrimants • • • . . . . . . TIBMINA71401. °VI LiA2141 It issAtteifieally vagspoia64 onA eareet batmenthe parties hereto.mylsbing tn this tense to the 4ttot2'es7 notwithstanding, that all laprotioneatta.-whish shall be placed on sai& tieseribed pratess shal.). inure to the benefit and . . . . , . . bosoms the City, I property on.tho tersdnationof. this tease, -or- - • oonn teraination thereof, and. said isprovisents shall not, nor ehofl nor part or. portion thereof,. at 'any time :befleeted by, the. at ettboot the szroltes written oonsatt.- of the City first, had and . • • . . • obtaited$.that in the aunt substantially astroptit by fire•ar °thereto., al1 leaflet payabl- by repeat) thereof shall beano the property:of' theCity, which money shafl be etkeeielred the reasonable rent .of said bt4lding and 5 6 7 9 • 10 • 11 12. 13 14 15 16 17 18 19 20 21 22 23 24 25 29 32 +7, • Si in the *Vent ef tire An' ttementdaVul melt', this leetivehell ahaelldna0' terninete in the event mail . , etreatnis thereon: *ball be Oubetentiall deatroledbrrirearather, unew!idible smildento'and the meld Cab does not desire to:erect and eenetrest another ntrueture thereon in deCordiancemith the plans and. spemitieatitint,nOW an rise in the 'ditty riot 0.44,0 in %het, Petivert,iseacth, within Pia menthe tripl data Or *Aid fire ar unavoieshie oisualty. Nowover, in the event that sada Club doesdesire to rebuild within saidPeriodor time, theeiep agrees to pls.. in * trust fund the aftpunt of said'insurance so native& by then, yhish insuranis shalt be used for the Purpose at • sweetten.and oenstruetion of i pow building on -said demised Prom-. lees by the Club. 'In the 'Weal said insuranee is,: ineurfisient fax the PurPees'of oonstruoting a building in, aseOrdanne With the Previsions hereof' said Club shall within said six tonal! period, Plane in said truat fund any additional amount rcelkLred.to fully complete said building, and shall thereafter semmence the *realist and construction of said new 4 lbuiding on said demised premises and eomplete the wan* in goo4 faith and with reasonable diligenee. in the event Club does not desire tooaeraise ite option to re- %att4 within the time and in the manner herein *specified., all insurance moneys herein mentioned *hall belong to Auld became the property of the City and this lease shall forthwith terminate an4 end end be er no further fore. ar 'treat: for lai YUrP*11411 wbat*os *VW. waxgrt 1:atm The Club *hen at all times esny inability instransmsen paid described prelise*With a landlord. and tenants liability clause attashed thereto, whichliahilitylasUr- anal shall inure to and to thebenefit-of said City, and said Polio/ or inenumuum, shall be taken out iamediataitytenathe eons anheseent of.thi *Station And. construction Of antiMprovements an. Add deeerib4d Premien by the Club and shall be 00Provei by the Vfi 2 11 12 13 14 15. 16 17, 18 19' 20 21 22. 23 24 25. 26 27 28 eat ifilerat s1"' se l Q3 tt ahi et�itla "tslae 'Clsi ° sail 0'1*. ` It is '1+ y fes berete, is ..this .. t of lease.; to the aontx y natmithatandin9, .that the City hay, in the event that the City.: of laid City gP all; at any regular aeeting thsreof Sae That alit alb+ has rill id.fnd Olgieatit within the tieae lied in this lease to remedy a -default the7rto!' ita aaty p rtt 9u] oatt'# and, said City Odvncil shall be the tale Judge thereof, That the City may terahati and : end. fits lease al tbou.t li 1. ity. or respatssibiltty insofar as its "action teay'be 1a► reference to. said. termination of said lease under tote prefl aione hn 4t, end a yt re-entry. and take poeaeeesion af said premises .and all the improvements thereon IN WIT D : I', the Gity :of ape rt Beae has this caused its nor rate name. to be signed and its.00rparat* seai_.to be alfited by its :for an City Clerk tit areunt o 8aaly authertted by resolution of itp City Council dated the 41.07et ` r u- 19 and the Party of the: Beaond Pan .heritinto. a e#d its cu rate name to,be=ei:gned and its :aorporate.se*1 to * affixed by ite PreAident and taxy .,thersunto':daily authorise b� rsso lntion of its Board of Directors, the +3ay of ►. 19" Cfirr 4F N 'Ce1T. B By / tv >€ r , City Ol'e fFiitL 8ti01 �syID11 or.: :By l �cr9 4 , President Seentat •k 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 LAW OFFICER OF ROLAND THOMPSON 208 SPURGEON BLDG. SANTA ANA. CALIF. RESOLUTION 140._la'Y WHEREAS, there has this day been presented to the'City. Council of the City of Newport Beaoh a certain agreement dated the IA? day of t, a , , 1947_, between the City of Newport Beach, a municipal corporation,. therein referred to as 'City', and Girl Scout Association of Newport Harbor, a Cali- fornia corporation, of Newport Beach,. California, therein referred to as the 'Clubs; and WHEREAS, said Agreement provides that the City has leased to the Club, certain real property located in the City of Newport Beach, more particularly described in said Agreement,for the purpose of erecting and oonstruoting a building on said.lands, which building and the lands.surrounding the saffie will be used for educational, oivio, recreational and community::purposes, and will be generally offered to the public.. for recreational, oivio., com- munity and educational, purposes; and WHEREAS, said agreement specifically sets forth the rents, covenants and agreements on. thepart of the Club to be kept and performed; and WHEREAS, the City Council of the City of Newport.Beaoh deems that it is for the best interests of said City that said Agreement be executed, and that the construction therein apeoified be done by the Club upon the terms and conditions therein specified; NOW THEREFORE, BE IT RESOLVED; that the Mayor and City Clerk of the City of Newport Beaoh be and they are hereby.direot ed, authorised and instructed to execute said Agreement on behalf of the City of Newport Beaoh, and that a.duly executed copy there- of be delivered by the City Clerk to the Club. I hereby certify that the foregoing Resolution was duly and regularly parsed and adopted by the City Council of the City of Newport Beaoh at a regular meeting thereof held on the at 1. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 LAW OFFICES OF j ROLAND THOMPSON 208 SPURGEON BLDG. SANTA ANA. CALIF. day of January, 1940, by the following vote, to —wits NOES, COUNCTMEN. . { 1.r.a ABSENT, COUNCILMEN; 2. MAYOR • October 27, 1947 To The Honorable City .Cou cil City of Newport Beach Newport Beach, California Gentlemen: Supporting the request of the.Girl Seoul of America for a Lease on certain four lots of land on Central Avenue, Newport Beach, now owned by the City of Newport Beach. Please be advised that the project of the Girl. Scouts to erect a building on said lots has been carefully considered by the Lions Club of Balboa Bay. The plans have been examined, and we wish to go on record as the under- writers of the project. and said Lions Club obligates itself to complete said project in a manner satis- factory to your Honorable Body. Trusting this will meet with your approval. Respectfully submitted, BALBOA BAY LIONS CLUB President • Girl scouts of Newport `3$arbor October 6, 194? The Honorable City Council Newport Bsat, Calif. Gentlemen* The Girl Scout Association of Newport Harbor knowing the need for a Girl Scout House in this community, have been making plans since.1044 to secure a building. It has been difficult at times to funetlon without an established headquarters, phone, and mailing address. The troops have met in homes and school rooms but over-orowded conditions are making this inconvenient. Another need is for storing equipment such as sleeping. bags for summer camping, craft materials, and s equipment. There is also the need for a kitchen and office space. Many eitiss of which a few are Laguna, Anaheim, Fullerton, and Montebello have permitted the building of a Girl Scout House on City Property. As city lots 3 to 10 inolusite are in a very desirable location, being near the school and thus elikinatin` the hazardous transportation conditions we world like to lease three for the purpose of meeting a building and playground area. For your information and consideration, the following is a brief outline of some of the :Unctions, activities, needs, and future plans of the Girl Scout Organisation. In 1930 the first Girl Scout troop was organized here. Now the troops number seventeen with thirty -foes leaders and co -leaders, and fOur committee members on each troop. There are two hundred sixty-two Brownies Scouts, and Mariners, with an estimated registration to reach three hundred this month. Singe 1945 the Girl Scout Association has been functioning under "The Girl Scoot Association Of Newport Harbor", *lob is comprised of all adults registered with the National Girl Scout Headquarters from this area. Girl scouts of J‘Ccwport °3Carbor thhisTorgenisatson ison the iaiBBoasrddof©F formulating the plans of with 14 members. such as Commissioner. Deputy Commissioner Secretary Program Organisation Camp and Building. Training end Public Relations Chairman. There is a paid executive secretary maintained one dap a week. Beginning with the new year. due to the increased nnaber of 01z1 Scouts and activities. the council will retain her services 2 days weekly. A few of the board's duties are to organise new s, secure leaders. and sponsors for troops. arrange meeting planes and programs. furnish training courses throughout the year for leaders and committee members. make plans for established Summer Camp and Day C ing..and carrying out plans for acquiring a Girl Scout ding in this area. This group is responsible for maintaining the high standard of Girl Scouting. The Community Chest appropriates !bads each year according to our estimated bud for operating expense. and the Assistance League gites $100.00 a year toward oaapership to send a needy girl to su0er camp. The newly formed Lion'$ Club is considering sponsorship of the Girl Scout Organisation in this Community.. On May 120 1944 a building fund ens started and at present the fund totals $1,147.00 with plans for raising additional funds this year. The required space for building will be a main room approximately 1200/ square with kitchen and offiee space. Playground area large enough for additional latrines, shower rooms on lot, two barbecues, space for picnic and craft tables. The preliminary plans are being drawn by contractors Greenleaf and Waldenburg. These contractors have offered to build an a oast basis. Many electricians, painters. carpenters have volunteered their services. A list in enclosid of the fourteen Council Members and their husbands *o oomprlss the Building Committee. You gentlemen, knowing the importance of this long established girl's youth organization in this Girl scouts of Newport `Rarbor oousunity, will realise we are pure tat the leasing of • these lot* will contribute materially to our Youth Proms. LV JL 0. doout Association By Mrs. Lonnie Vincent Building Chairman • Qirl scouts of Newport Jearbor 1. Mr. and Mrs. Hubbard Rove 2, Mr. and Mrs. fadvard Chapman 3. Mr. and Mrs. Walter Cols 4. Mr. and Mn, Edger R. Rill, 5. Mr. and Mrs. Murray Babbitt 6, Mr. and Mrs. it.H, Treaty 7. Mr. and Mrs. Miltett 8. Mr. and•Mrs. Howard Peterson 9. N2..and Mrs. Ralph Deaver 10. Mr. and Mid. Alfred Gibson 11. Mr. and Mrs. RobertXiililer 12., Mr. and Mrs. Sverett finnan 13. Mr. and. Mrs. Geo. M. Love 140 Mr. and Mrs. Lonnie 9inoent