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HomeMy WebLinkAbout17 - Girl Scout Lease & Resolution,Ew PoRr CITY OF ° NEWPORT BEACH c,a'P City Council Staff Report Agenda Item No. 17 June 25, 2013 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Recreation and Senior Services Department Laura Detweiler, Recreation & Senior Services Director 949 - 644 -3157, LDetweiler(a)newportbeachca.gov Public Works Department David A. Webb, Public Works Director 949- 644 -3311, DaWebbanewportbeachca.go PREPARED BY: Tam Ho, Budget Analyst 949- 644 - 3273, THo(a)newportbeachca.gov APPROVED: TITLE: Ground Lease By and Between the City of Newport Beach and the Girl Scouts of Orange County for a Portion of Marina Park Located at 1600 West Balboa Boulevard ABSTRACT: The Girl Scouts of Orange County (GSOC) is requesting City Council approval of a long- term lease for a portion of the Marina Park Property so that the GSOC can construct and operate a Girl Scouts Leadership Center. RECOMMENDATIONS: 1. Adopt Resolution No. 2013 - 57 (Attachment A), approving a Ground Lease for a portion of the Marina Park Property to GSOC at a lower than market rate and adopting findings pursuant to City Council Policy F -7 — Income Property. 2. Authorize the City Manager to execute and file with the Office of the County Recorder a Ground Lease by and between the City of Newport Beach and GSOC (Attachment B). FUNDING REQUIREMENTS: There is no fiscal impact related to this item. DISCUSSION: GSOC is a nonprofit organization that sponsors the Girl Scouts program for girls as chartered by the Girl Scouts of the United States of America. The mission of GSOC is to build girls of courage, confidence and character who make the world a better place. Since Ground Lease By and Between the City of Newport Beach and the Girl Scouts of Orange County for a Portion of Marina Park Located at 1600 West Balboa Boulevard June 25, 2013 Page 2 1947, the City has leased the property (Girl Scout House) at 1700 West Balboa Boulevard to GSOC for use as a Girl Scouts program facility at a nominal rent of one dollar ($1.00) per year. Consistent with the Council approved Marina Park Concept Plan, GSOC now desires to enter into an updated lease agreement to provide for the construction of a new facility on a portion of the redeveloped Marina Park property. The Marina Park property consists of approximately 10.45 acres at 1600 West Balboa Boulevard that will be redeveloped into an open space Park, Marina, Community Center, Sailing Center, and also envisioned is a new GSOC facility. The GSOC facility will be located at the northwest corner of the park site. City staff and GSOC have negotiated terms of a long -term lease of the property. Per the lease terms, GSOC would pay fifty dollars ($50.00) for a fifty -year term from the date of possession, representing a rental rate of one dollar ($1.00) per year. Under the terms of the lease, the facility would be used for the operation and maintenance of a Girl Scouts program facility consistent with the mission of the GSOC. The use of the new facility will be similar to that of the existing Girl Scout House and subject to a City - issued use permit. Proposed uses include Girl Scouts troop and youth group meetings, program activities and overnight stays as well as limited adult leadership training and VIP fundraising events pursuant to the terms of the lease. GSOC would have non- exclusive use of an adjacent park parking lot and operate under a Parking Management Plan set forth in Exhibit G of the lease. The plan includes parking management guidelines (e.g., staggering events, carpool incentives) that GSOC is asked to follow to minimize parking demand and maintain the availability of Marina Park's main parking area for the public. The new facility would also better accommodate the growing interest in GSOC's popular destination in Newport Beach. Children would continue to enjoy experiential learning activities that emphasize science, technology and career exploration to name a few. Included with this staff report, as Attachment C, is a letter of support from GSOC. The facility would be constructed at GSOC's sole expense under the proposed lease terms. A memorandum of agreement (MCA) is being discussed whereby the City would include the new GSOC facility in the Marina Park construction contract. Should GSOC and the City fail to enter into such an MOA, GSOC will have two years to complete the facility following the City's completion of the City's Marina Park Project. City Council Policy F -7 requires the City to make findings setting forth reasons prior to approving a lease for less than the open market or appraised value. Staff finds the lease agreement has a less- than - market rental rate but is consistent with City Council policy, as GSOC is a nonprofit organization that provides a unique service to the community that cannot otherwise be provided if full market value of the property be required. The recommended actions would continue the City's longstanding history of supporting the Girl Scout organization, which has been serving our community for decades. Ground Lease By and Between the City of Newport Beach and the Girl Scouts of Orange County for a Portion of Marina Park Located at 1600 West Balboa Boulevard June 25, 2013 Page 3 ENVIRONMENTAL REVIEW: The construction of the GSOC facility was included in the Project Description for Marina Park and the impacts on the environment, if any, were analyzed in the Final Environmental Impact Report (EIR) for the Marina Park project certified by City Council on May 11, 2010 (SCH No. 2008051096). The City Council's approval of this lease is a necessary step to complete prior to beginning construction of the new facility. The Final EIR may be reviewed on the City's web page at http:// www .newportbeachca.gov /index.aspx ?page =1347 or at the City's Community Development Department in Bay B at 100 Civic Center Drive in Newport Beach. The GSOC facility was also included as part of the City's Coastal Development Permit application that was approved by the Coastal Commission in June 2012. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). r fitted b� ura Detweil N,Ucreation & Senior Services Director David A. We Public Works Director Attachments: A. Resolution No. 2013- 6. Proposed Ground Lease by and between CNB and GSOC C. Letter from Girl Scouts of Orange County dated June 17, 2013 ATTACHMENT A RESOLUTION NO. 2013- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH APPROVING A GROUND LEASE BY AND BETWEEN THE CITY OF NEWPORT BEACH AND THE GIRL SCOUTS OF ORANGE COUNTY FOR PROPERTY LOCATED ON THE MARINA PARK PROPERTY AND ADOPTING FINDINGS PURSUANT TO CITY COUNCIL POLICY F -7 WHEREAS, since 1947, the Girl Scouts of Orange County ( "GSOC ") have leased property from the City of Newport Beach at 1700 West Balboa Boulevard, for use as a meeting facility for its Girl Scout membership; and WHEREAS, the City owns the Marina Park property, which is approximately 10.45 acres in size and located on the Balboa Peninsula between 15th and 19th Streets and bounded by Newport Bay to the north and Balboa Boulevard on the south; and WHEREAS, the City intends to redevelop the Marina Park property to provide additional recreational and community activities facilities; and WHEREAS, the City desires to, and has received all necessary permits and approvals for the redevelopment of the Marina Park property including the portion currently leased to GSOC; WHEREAS, 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 the construction of a new Girl Scout meeting facility; and WHEREAS, given the non- profit status of the GSOC, the City desires to lease a portion of the Marina Park property to the GSOC at a rental rate that is less than may be acquired on the open market or the property's appraised value; and WHEREAS,. City Council Policy F -7 (Income Property) requires the City make certain specific findings whenever a lease is made by the City for less than the open market or appraised value is received, and when an open bid process is not conducted. NOW, THEREFORE, the City Council of the City of Newport Beach resolves as follows: -1- Section 1: Since 1947, GSOC has provided a unique opportunity for Girl Scouts throughout the region to meet at the facility on Balboa Peninsula for overnight and day activities centered around the water, marina, and beach. Section 2: This unique service to the community might not otherwise be provided were the City to charge open market or appraised value to the GSOC for this portion of the Marina Park project. Section 3: City Council hereby approves the Ground Lease Agreement by and between the City of Newport Beach and the GSOC. This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall certify the vote adopting the resolution. ADOPTED this 25th day of June, 2013. ATTEST: Leilani I. Brown, City Clerk -2- By: Keith D. Curry, Mayor ATTACHMENT 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 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 ,• GIRL SCOUTS OF ORANGE COUNTY GROUND LEASE BY AND BETWEEN THE CITY OF NEWPORT BEACH AND THE GIRLSCOUTS OF ORANGE COUNTY This ( "Lease "), entered into as of 201_ ( "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 4 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 Propert y 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 18�h 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 Enioyment 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 CI disturbance of any service attributable to any act or omission of Lessee. 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. I Lessee shall deliver to Lessor all contracts, agreements, books, records, and other documents related to the operation, 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. (iii) 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. 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. 9 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 7 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 0 use and development approvals and permits required by the Newport Beach Municipal Code. 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 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 W shall be based on, and generally consistent with, and will detail the information provided in the Design Development Plans. The Final Construction Plans shall 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 ( "MOX) 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. 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 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 10 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. 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 11 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). 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 iV: 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; (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 13 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 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 14 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, employees, agents and representatives from and against any and all legal or 16 administrative proceedings, claims, reasonable attorneys' 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 Lessee and Lessor mutually agree that this Lease is intended to operate as an 17 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. Lessee's Initials m 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 aive 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 shall be commenced within a reasonable period of time following the casualty WE 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 place and that work continues to progress. A copy of any such Me, 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. 17.8 Conduct of Proceedings Lessee and Lessor shall jointly participate in and prosecute /defend any action or 22 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 093 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 compliance with the provision of the California Nonprofit Corporation Law (California Corporation Code Section 5000 et 24 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. 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 M 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: To Lessor; City Manager City of Newport Beach 100 Civic Center Drive Newport Beach, CA, 92658 -8915 27 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 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. M 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. 26.11 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 the Lease and to administer the City's obligations, responsibilities and duties to be performed under the Lease. 29 26.10 Attachments and Exhibits This lease includes the following Exhibits, which are attached hereto and made a part hereof: Exhibit A - Map of Marina Park propert y Exhibit B - Legal Description of Leased Propert y 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 [END OF SIGNATURES] 31 State of California } } ss. 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. (SEAL) Signature State of California } ) ss. 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. (SEAL) Notary's Signature I �r' F- m x LLJ Coast Surveying, Inc. April 29, 2017 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 18TH STREET (40 FEET WIDE); THENCE ALONG SAID SOUTHEASTERLY RIGHT OF WAY LINE NORTH 10 036'36" EAST 106.15 FEET; THENCE LEAVING SAID SOUTHEASTERLY RIGHT OF WAY LINE SOUTH 79 023'24" EAST 14.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 10 036'36" 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 14 021'08" WEST; THENCE NORTHEASTERLY 26.16 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 27 045'27" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 54.00 FEET, A RADIAL BEARING THROUGH SAID POINT BEARS NORTH 13 024'19" 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 69 023'21" EAST 4.91 FEET; THENCE SOUTH 20 036'39" WEST 53.27 FEET; THENCE SOUTH 43 040'33" EAST 9.90 FEET; THENCE SOUTH 31 °35'19" WEST 4.31 FEET; THENCE NORTH 67 °16'47" WEST 44.45 FEET; THENCE NORTH 79 023'24" 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 141 DAY OF MAY, 2013 GWEN-VERA DEL CASTILLO, PLS 5108 JN 107-005 -04 Lease N14'21'08 "E NIX j (RAO) RAI 1 @q y 40 4 N28'34 q ! 20' 20' O RA[ I T.P.0.8. 18 16 1 �l W� o: O to 1 4 co 1 LACA _ 0 0 o ALLE= P.O.C. r I I 1 � Ir ��o�a tiv� I p�I 'r I co r I o �4 �` BOA8OULCV_ARD N 10B 9• 1n7 —nm =40' I L SCOUT '1 o o Z M 0 O O � mom m o (L w N ozo Q J CN BEARING DISTANCE I N10' 36' 36' E 106. 15' 2 S79' 23' 24' E 14, 00' 3 N 10' 36' 36' E 58.92' 4 S79' 23' 24' E 3.50' 5 N 10.36' WE 16. 59' 8 S28' 55' 40' N 5.27' 10 S20' 36' 39' W 14. 81' 11 S69'23' 21'E 4. 91' 12 S20' 36' 39' W 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' IS N79' 23' 24' W 20.75' RADIUS DELTA LENGTH 6 54. 00' 27'45'27' 26. 16' 7 54. 00' 55' 23' 21' 52. 20' 9 54. 00' 17' 51' 17' 16. 83' 15031 PARKWAY INC. 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 PRELIMINARY IRRIGATION EQUIPMENT SCHEDULE WING Tree Legend: nrv. MARINA PARK SHRUB PALETTE Shrub Legend rox.l uYYWa OO L'Po — r .SGtl L L 7R.< UR knumn• A. A�.m.:wwyu Wnp'n Gtnryrn NB3 ro•'- l.N�w,.�r. �.rxq.l. c a ...A NOD, WwSe Wrn N. Ww.NwN„ln.r mr.Inm MAD =NUNUIE.AEnnA.aaX ARM .D RreIXIUR RAW nxNWEnuARD MAR wpmgwAROUND Dm. ReD100nuLLSlnmisl. IMN,D hYYGnm D. 1LIN. EDm O INNER mnmx{ uw.. u) rxu) ueexfouum ,pvuullnn.REDrarxrvlwra slnxgrpx IRwpi'..Y) ur INw,mANm Pnmv.WU Lrvn4N.DAN AP AB N)u "Al M1Yy, .'pup D. y 4sn nE .1. w. -. .. mOUmaRDIA Cwr Em prom. OR qA,rN sI,n'gp Gu WLLVNV[plwts ODM�ww(xoN�NUPoRI nKX0.MRO�Yxfsln�M9lutMpwvpuxVAty [BN�A[IIVNDGAIt I.ulln VSl. mww{.mlw+ L.4xm, n..4 rn I.-IRAp p.a' lam UODADinmr. rn n AMANDA EVN ew v.A.oel..wnw MAN, rmn. AIDN, FRIA. MI F nrrMYUV Trio MLyor N^Im<,m'I..ur Magnl IYn Gv ® Ndam wvlulrlV^Mn nn'FUN—Od vn NpAUPoQ, MP N.M.W[WWYS rIME.DO Lx MN:uWRR N.. OM NODUR �xVDINI„,.KWpASfxPMOxDRA'.vvEi AWFiofD6.RplR pvu A. XR.. 'A.A. DIDURI V8 IM muIw m9ruur nnw IU.°— I rvi D.YYiva..A —, 0^ A. RN. m^.arvrnn U. In 9AVU. Rrrti.nI. Ayra�m..y . Wn.vp p— .11pgr I SR Wan PywY.�A.yJUn' G.nIIWe�no Wpur &Er..r vniP rv. mmvYry v%wwalRmww nxwYp Rtu. ARKTREE PLANTING REYSCALE PLANTING ALLOCATED BASED ON SCHEDULE p n4xovlI. .xa IMA. wnomRtw[,uuuADD rmpR.wpsss xm SpwL .SGtl L L 7R.< ll u nvx MAD =NUNUIE.AEnnA.aaX ARM .D RreIXIUR RAW nxNWEnuARD MAR wpmgwAROUND Dm. ReD100nuLLSlnmisl. q RAwpmm In.Q,.r 1LIN. EDm O INNER mnmx{ uw.. u) rxu) ueexfouum ,pvuullnn.REDrarxrvlwra slnxgrpx IRwpi'..Y) MIND In. t) A.- zffOV WG( cRKroNmolvALxulWVwIORRwsw.'W.... I. MD. msxlnus). IJ51 M. A.D.D[)I., DNUA NaIIM[w sI' WgIDIIO[L11DxIRI0A1DtvnpWnDN. PFfE{lODflut LLXRI VSI. ,.. MAIIO 1 WLLVNV[plwts ODM�ww(xoN�NUPoRI nKX0.MRO�Yxfsln�M9lutMpwvpuxVAty [BN�A[IIVNDGAIt I.ulln VSl. ® RAIN DID WnnO RUISVAINO -wx DON - y) +xtlIMIW- WI ROUND VAtI -QUI Me WIRn f SUDA IIKRIN UBIDS SGT LI I On V111 MID.U. D UARII..L 5.5xtfl VNV. ® ORANUnMA)N.ON ARAO... Ron.... ARM, Mu DO, RAIL VAI1 AID M M 1p MIND RAMAJAo AVRIN ROUND VAR VOW..WRVI TO A)IAY D RUNUUMRInO AS RIDU IRO. INN.UN11LxXtM UOUVIN101.Al.31.1 OIUM1WE.. 1, Re. '11.111 Lwn 1)5). ® Muf51N xYN Y.ID.LR A, IIxoMwxp. NfR 101IXVINroxv[rnox XOR ON swn LOAN N.M.W[WWYS rIME.DO Lx MN:uWRR N.. OM NODUR �xVDINI„,.KWpASfxPMOxDRA'.vvEi AWFiofD6.RplR MuPO[SLN[RlE[OIIIIW6N16u1 10DIlA0.G9MV51. GI x oNmsRwtunxu unux.xwntaDRpmmxxmulwPxxwE . zraNZa Wwminwaw�umx.Im DU.NES.nnRmnnx LSxmusl. ) +� EIAD RL06n DWUt1 NNIWf I[ pW[ RiKDOL GIWISRNI .A654nE[Owraalno-EELPXWmW[Xn D.0 WnNLM[W<.IEW[W DdXERDNIM1[wE. ORux nAOO WO[).' OO. gIRMnFMlwvSmwro. WA{fl M.. rMRlDxtirORnurtu,LRARRiAM.WrRRf. rNNOexIYI AAwpIM NSOgpIAp .11.wiROMMAND ,IOw Wxxllu6tV@ RIO'- O. C�uSwixwVlENewExwrwGS lDI60ltMP�MpnxLRU4p[xIOx IlIltvLSbOOGxn_HOwnL�RL . Q, UTA EXHIBIT E -2 ARA—D X ^IpM PRlllrAON. v ZOO IF IX' w' .SGtl L L 7R.< ll # D c I. m t 5WI Snnl { !WI l !WI L GI y ao OR, n Il SGT LI !nq +i I OUR L +f SGu .e' GI a ) +� ! W sm •v0N Y s6Y L N" L I E.I OUI OR U. CN Lt L p !6m # Al L Go Q.n Y W 1. L .z... i :A, iDO iG Rabben/Herman .1AANA AND MINDP n E PEP M n e. INEEPLUdINGPIAN 0 5 10 10 xm MA111-10'.0- L3.01 %Jocj Duljovq 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 181' 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 Visitors 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. 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 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 I 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 p u b i i c. 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 overnight stays. These meetings will accommodate an 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 afternoon. 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 a nd g ro u p stays spanning 3 to 5 days. While at the site, Girl Scouts and other youth groups can be expected to participate in experiential learning 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 girl scouts leadership center BUILDING & SITE DEVELOPMENT DESIGN DOCUMENT PACKAGE 2 100% D. 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O , - _ '� I Q �i a tl tlY Yb tl Y tl tlYYYY q Ytltl tltl tlbtlYtlY tlb v. 9 bb y 3Sf • Y !� 3 daA.fiB`6}i �� I fil W4 O � _ � YYii9�9���Fa4i A I - ..� it =T' ---- "' •v Y mug tltl ovum movas tl tlYYYtl Ytltltltl tlYtl -Hy tl I L} }} ` Y _ - I • tl '' ., • Lou •RtFY 11 ibY tRCYO i tl tl tl Y Y tltl Y Y tl YYYY o Low v 8 u s Y tl b tl Y tl tl ... ry A l Y] ] p%�} °1Y3;°iEp�6�Ytl4 i lr; 3' ' t � i b 1al _ _ I`o =o =O =Q= d va —na Z OI u ,•2 �+• ��,,1 ° EXTERIOR g ELEVATIONS A3.2 EFERENOE PLAN 06 :1r te r...^.• • B°9"»' M4YRME10'd -m7 n • — -- - -_ -- KEYNOTES - 15 EXHIBIT 1 -8 va —na Z OI u ,•2 �+• ��,,1 ° EXTERIOR g ELEVATIONS A3.2 EFERENOE PLAN 06 U U U W U CD E9 O© C) © �D © O O 00 (D ® - Nil IV -- - - - /— t i r BUILDING SECTION ."� 12 BUILDING SECTION 102 00 60 0 O) x• 00 e R n� BUILDING SECTION 01 - - - ,� � .s ...e.do� � K .�c�. __ . SRLI'6w.TR•�_•"° :'_er.. 1711 }iS "'� �y�. _ _ '� +r�•m -- - ocl6vaT.+`�,: mr�u�m�o� a _iwwd ice""'°'• ° �m w Ion0OY1NN�M _iw_�•w� ` aiimisc- rr •W._. -r�__ _.wsesv cxwxr— esnyysy e ........ ®• • xla �IT.BKB'� °'m A. _ _... • _ " • �• _.�.o,..r�.r K �zwwsr.r. -...� i t - - I ~ BUILDING SECTIONS —iacs— A3.3 KEYNOTES 16 1 WALL TYPES 1101 REFERENCE PLAN 1051 EXHIBIT 1 -9 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 J -1 0 ATTACHMENT C girl scouts of orange county Girl Scouts of Orange County 9500 Toledo Way, Suite 100 Irvine. CA 92618 949 - 461 -8800 800 - 979 -9444 GirlScoutsOC.org City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92667 June 17, 2013 Dear Council Members: I would like to thank you for your ongoing support of Girl Scouts in the Newport Beach community and throughout Orange County. We are very pleased with the terms of the new lease, as it has afforded us the opportunity to continue our longstanding relationship with the City of Newport Beach to provide life- changing Girl Scout programs to girls. Since 1949, the Neva B. Thomas Girl Scout Program Center on Balboa Boulevard has provided a destination for thousands of Girl Scouts throughout Orange County to have overnight trips, meetings, special events and retreats, and develop vital leadership skills as they progress through the Girl Scout program. As one of our busiest locations in Orange County, it has helped shape generations of Girl Scouts as they create memories that will last a lifetime. We're very excited about our continued relationship with Newport Beach through the new Girl Scouts Leadership Center. The Board of Directors and I are fully committed to moving forward with completion of the design and construction in partnership with the City of Newport Beach. This facility will bring girls from around Orange County together for special Girl Scout programs focusing on Science, Technology, Engineering and Math as well as career exploration. As girls pursue their interests in these areas, they will be planning and executing projects to become leaders in their own lives and make the world a better place. The new facility will be the pride and joy of all 23,000 Girl Scouts in Orange County and a true symbol of the future of our girls. Thank you again for your years of ongoing support of Girl Scouts and we look forward to continuing our partnership with the City of Newport Beach to improve the lives of thousands of girls in our community. /Sincerely, Nancy gren Chief Executive Officer Girl Scouts of Orange County Girl Scouting builds girls of courage, confidence, and character, who make the world abetter place.