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HomeMy WebLinkAboutCC AG PKT 2009-02-23 #DAGENDA STAFF REPORT DATE: February 23, 2009 TO: Honorable Mayor and City Council THRU: David Carmany, City Manager FROM: Jill R. Ingram, Assistant to the City Manager SUBJECT: APPROVAL OF LEASE AGREEMENT WITH THE GIRL SCOUT COUNCIL OF ORANGE COUNTY SUMMARY OF REQUEST: That the City Council adopt Resolution No. 5840, authorizing the City Manager to execute a Lease Agreement with the Girl Scout Council of Orange County for the lease of City-owned property located at 247 - 7th Street, Seal Beach, CA 90740, for a term of 10 years, commencing on January 1, 2009, and terminating December 31, 2018. BACKGROUND: In 1946, the Seal Beach Girl Scouts, Inc., a predecessor of the Girl Scouts Council of Orange County, entered into a 25-year lease agreement with the City, wherein the Girl Scouts leased the property at 247 - 7th Street for $1.00, with the purpose of using the land "in and about the activities" of the Girl Scouts. In 1957, the City and Seal Beach Girl Scouts, Inc. executed a second lease agreement, which acknowledged that title to the land was vested in the City, with a lease term of 25 years that expired in 1982. In 1958, the Santiago Girl Scouts Council, a predecessor of the Girl Scouts Council of Orange County, executed a third lease agreement, wherein both the City and the Girl Scouts agreed that title to the land was clearly vested in the City. The lease also recited that the City had acquired all improvements on the land from the Seal Beach Girl Scouts, with the improvements held in trust for the exclusive use of the Girl Scout Program in Seal Beach. For $1.00, the City leased all of its interest in the land and improvements to the Santiago Girl Scout Council for a term of 25 years, which expired in 1983. On November 28, 1983, the City Council approved a 25-year Lease Agreement with the Girl Scout Council of Orange County, beginning January 1, 1984, for the lease of the property, in the amount of $1.00. This lease agreement clarified the Agenda Item Page 2 title to the property being vested in the City, and the Girl Scouts Council of Orange County, on behalf of itself and its predecessors, vested in the City all rights, title and interest in the land and improvements held by the Girl Scouts Council of Orange County, the Santiago Girl Scout Council, the Seal Beach Girl Scouts, Inc., the National Girl Scouts of America, and any and all other Girl Scout related entities. The Girl Scouts have continued to lease the property for activities of the Girls Scouts. The lease agreement expired on December 31, 2008. The attached proposed lease agreement is to the Girl Scouts Council of Orange County, in 10 years, commencing on January 1, 2009 2018. renew the lease of the property to the amount of $1.00, for a term of and terminating on December 31, FINANCIAL IMPACT: As per Section 3 of the Lease Agreement, the Girl Scout Council of Orange County shall pay $i .00 to the City as consideration for the right to lease the property during the term of 10 years. RECOMMEN®ATION: That the City Council adopt Resolution No. 5840, authorizing the City Manager to execute a Lease Agreement with the Girl Scout Council of Orange County for the lease of City-owned property located at 247 - 7th Street, Seal Beach, CA 90740, for a term of 10 years, commencing on January 1, 2009, and terminating December 31, 2018. SUBMITTED BY: NOTED AND APPROVED: Gl,{'~Yl Jill .Ingram, ssistant to the City Manager ~~ David N. Carm ny, City Manager Attachments: A. Resolution No. 5840 B. Proposed Lease Agreement C. Lease Agreement dated 11/28/83 RESOLUTION NUMBER 5840 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH APPROVING A LEASE BETWEEN THE CITY OF SEAL BEACH AND THE GIRL SCOUT COUNCIL OF ORANGE COUNTY FOR THE CITY-OWNED PROPERTY LOCATED AT 247 - 7TH STREET, SEAL BEACH WHEREAS, Girl Scouts of the USA is the world's preeminent organization dedicated solely to girls-all girls-where, in an accepting and nurturing environment, girls build character and skills for success in the real world. In partnership with committed adult volunteers, girls develop qualities that will serve them all their lives, like leadership, strong values, social conscience, and conviction about their own potential and self-worth; and WHEREAS, since founded in 1912 by Juliette Gordon Low, Girl Scouts' membership has grown from 18 members in Savannah, Georgia, to 3.7 million members throughout the United States, including U.S. territories, and in more than 90 countries through USA Girl Scouts Overseas; and WHEREAS, Girl Scouting builds girls of courage, confidence, and character, who make the world a better place; and WHEREAS, pursuant to a series of leases since 1946, the City of Seal Beach has leased City-owned property located at 247 - 7th Street, Seal Beach to the Girl Scouts and wishes to continue to support this worthwhile endeavor. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves the lease ("Lease") dated February 23, 2009 between the City of Seal Beach and the Girl Scout Council of Orange County for the City-owned property located at 247 - 7th Street, Seal Beach. SECTION 2. The Council hereby directs the City Manager to execute the Lease. PASSED, APPROVED AND ADOPTED by the City Council of Seal Beach, at a meeting hereof held on the 23rd day of February , 2009 by the following vote: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS ABSTAIN: COUNCILMEMBERS Mayor ATTEST: City Clerk Resolution Number 5840 STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of Seal Beach, California, do hereby certify that the foregoing resolution is the original copy of Resolution Number 5840 on file in the office of the City Clerk, passed, approved, and adopted by the City Council of the City of Seal Beach, at a regular meeting thereof held on the 23rd day of February , 2009. City Clerk RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO CITY OF SEAL BEACH Attn: City Clerk 211 - Sth Street Seal Beach, CA 90740 LEASE AGREEMENT (247 SEVENTH STREET) between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Girl Scout Council of Orange County 9500 Toledo Way Suite 100 Irvine, CA 92618 Attention: Tom Olivas (tolivasCgscoc.org) (949) 461-8800 This Lease ("Lease") is made as of February 23, 2009 (the "Effective Date"), by and between the Girl Scout Council of Orange County ("GSCOC"), a California nonprofit public benefit corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). S7296-0200\1115196v l.doc Recital A. City owns that certain land located at 247 - 7`h Street, Seal Beach, CA 90740 and described with more particularity in Exhibit A attached hereto and the improvements thereon ("Property"). B. Pursuant to a series of leases commencing in 1946, City has leased the Property to GSCOC. The prior Lease relating to the City's lease of the Property to GSCOC is dated November 28, 1983 ("1983 Lease Agreement"). C. City and GSCOC desire to extend the term of the leasehold interest in the manner set forth herein. NOW, THEREFORE, in consideration of the mutual promises, conditions and covenants herein set forth, the parties agree as follows: Section 1. Lease of Interest. City leases the Property to GSCOC for a term of 10 years, commencing on January 1, 2009 and terminating December 31, 2018, unless sooner terminated as provided herein. Section 2. Dut of Inspection. GSCOC has inspected the Property and has knowledge of the condition thereof. The execution of this Lease shall constitute GSCOC's acknowledgment that the Property is in good and acceptable condition. Section 3. Rent. GSCOC shall pay to City a rent of One Dollar ($1.00) and other valuable consideration, receipt of which is hereby acknowledged by City, as consideration for the right of GSCOC to possess, occupy, and use the Property during the term of this Lease. Section 4. Property Taxes. GSCOC shall pay before delinquency any taxes, assessments, license fees, and other charges ("taxes") that are levied and assessed against GSCOC's personal property installed or located in or on the Property and that become payable during the term of this Lease. On demand by City, GSCOC shall furnish City with satisfactory evidence of these payments. Section 5. Utilities. GSCOC shall make all arrangements for and pay for all utilities and services furnished to or used by GSCOC for or on the Property, including without limitation, gas, electricity, and various connection charges. Section 6. Indemnification. To the fullest extent permitted by law, GSCOC shall indemnify, defend, and hold harmless the City, its governing board and commissions and the individuals thereof, and all its officers, agents,•employees, volunteers, and representatives (collectively hereinafter referred to as the "City" in this Section 6) from and against any and all demands, debts, liens, claims, losses, damages, liability, costs, expenses (including, but not by way of limitation, fees and costs actually incurred, whether or not litigation has commenced), judgments or obligations, action, or causes of actions whatsoever, for or in connection to any injury, damage or loss (including, but not limited to bodily injury, death, personal injury, 2 S7296-0200\1115196v l .doc property damage, violation of any applicable Municipal, County, State, and Federal laws and regulations, Court Rules or ordinances, or any other type of loss) sustained or claimed to have been sustained by any person, persons, corporation, or public or private entity arising out of the performance or nonperformance of services, operations, duties, or other obligations of the GSCOC, its officers, agents, employees, representatives, volunteers, and subcontractors under this Lease. The provisions of this indemnification clause shall not be limited to the availability or ability to collect insurance coverage, and shall survive the termination of this Lease. Section 7. Risk Management and Insurance. (a) GSCOC shall follow the principles of a sound risk management program. Whenever possible, risk shall be avoided. (b) GSCOC is responsible for securing and maintaining all insurance coverage pursuant to requirements of City, State, or Federal statutes. GSCOC shall maintain at its own cost the following insurance with limits in amounts approved by the City Manager with the concurrence of the City's insurance provider, currently the California Joint Powers Insurance Authority: 1) Public liability insurance for personal injuries and for damage to property and insuring against all liability of GSCOC and its authorized representatives arising out of or in connection with GSCOC's use or occupancy of the Property. 2) Fire and casualty insurance on the Improvements. In the event the Improvements are damaged or destroyed by fire or other casualty, the proceeds of the policy shall be applied toward the repair, restoration, or replacement of the Improvements. It shall be the duty of G5000 to repair, replace, or restore the Improvements and make them fit for use and occupancy within 6 months of the date the damage or destruction occurred; failure to repair or restore the Improvements shall be cause for termination of this Lease by the City upon 30 days written notice to the GSCOC. (c) All policies required by this Section 7 shall name City as an additional insured and shall not be modifiable or cancelable without thirty (30) days' advance written notice to City. Failure to maintain the insurance specified herein shall constitute grounds for immediate termination of this Lease. (d) GSCOC shall not commit any acts on the Property, nor use the Property in any manner that will cause the cancellation of any fire, liability, or other insurance policy insuring the Premises or the improvements on the Premises. Section 8. Duty to Restore Unsuitable Property. In the event the Property is made unsuitable for its intended use by the GSCOC, City shall have no obligation to restore the suitability of the Property. Section 9. Relationship of the Parties. The only relationship created by this Lease is of that of lessor and lessee. Neither City nor any of its officers, employees, volunteers, or agents shall have control over the means of service or means of production of GSCOC or any of its officers, agents, volunteers, or employees. GSCOC is solely responsible for all aspects of 3 S7296-0200\1115196v1.doc its operations, including, without limitation, its use of the Premises. GSCOC shall not, at any time or in any manner, represent that it or any of its officers, agents, volunteers, or employees are in any manner agents or employees of City. Section 10. No Waste or Nuisance. GSCOC shall not commit any waste or any public or private nuisance upon the Premises. Section 11. Assignment. GSCOC shall not assign or encumber its interest in this Lease or in the Property or sublease all or any part of the Property without first obtaining City's consent. Any assignment, encumbrance, or sublease without City's consent shall be voidable and, at City's election, constitute grounds for immediate termination of this Lease. Section 12. Compliance with Laws. GSCOC shall comply with all applicable ordinances, statutes, and laws in its use of the Property and any activities conducted thereon. Section 13. Right of Entry. City and its authorized representatives shall have the right to enter the Property at all reasonable times. Section 14. Surrender of Property. On the expiration or sooner termination of this Lease, GSCOC shall surrender the Property to City. City may elect to retain or dispose of in any manner any alterations, improvements, or GSCOC's personal property that GSCOC does not remove from the land upon expiration or termination of this Lease by giving at least 10 days' written notice to GSCOC. Title to any such alterations, improvements, or GSCOC's personal property that City elects to retain or dispose of on the expiration of the 10-day period shall vest fully in City. GSCOC waives all claims against City for any damage to GSCOC resulting from City's retention or disposition of any such alterations, improvements, or GSCOC's personal property. GSCOC shall be liable to City for City's costs for storing, removing, and disposing of any alterations or GSCOC's personal property. Section 15. Termination of Lease for Cessation of Use. The City may terminate this Lease by giving written notice to GSCOC in the event GSCOC, its successor or assigns, do not use the Property for a period of at least 2 years; such termination shall be effective upon receipt of said notice of termination. Section 16. Governing Law. This Lease and the performance thereof shall be governed and construed by the laws of the State of California. Section 17. Waiver. (a) No delay or omission in the exercise of any right or remedy of City on any default by GSCOC shall impair such a right or remedy or be construed as a waiver. (b) City's consent to or approval of any act by GSCOC requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act' by GSCOC. (c) Any waiver by City of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Lease. 57296-0200\1115196v1.doc 4 Section 18. Notices. Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party shall be in writing and shall be deemed given as of the time of hand delivery to the addresses set forth below, or 2 days after deposit into the United States mail, postage prepaid, by registered or certified mail, return receipt requested. Unless notice of a different address has been given in accordance with this section, all such notices shall be addressed as follows: If to GSCOC, to: Girl Scout Council of Orange County, Inc. 9500 Toledo Way, Suite 100 Irvine, California 92618 Attn: Nancy Nygren, CEO If to City, to: City Manager David Carmany City of Seal Beach 211 8th Street Seal Beach, California 90740 With a copy to: Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Attn: Quinn M. Barrow, Esq. Section 19. Attorne sy 'Fees. In the event that City or GSCOC commences any legal action or proceeding to enforce or interpret the provisions of this Lease, the prevailing party shall be entitled to recover its costs of suit, including all attorneys' fees incurred in connection therewith. Section 20. No Joint Venture. Nothing contained herein shall be construed to render the City in any way or for any purpose a partner, joint venturer, or associated in any relationship with the GSCOC, nor shall this Lease be construed to authorize either party to act as agent for the other. Section 21. Exhibits. All attachments and exhibits are hereby incorporated into this Lease by this reference. Section 22. Entire Agreement. This Lease, together with all attachments and exhibits hereto, constitutes the entire understanding and agreement of the Parties hereto. This Lease integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. Section 23. Amendments and Modifications. Any waiver, amendment, or modification of any provision of this Lease must be in writing and signed by both parties. Section 24. Successors and Assigns. This Lease shall inure to the benefit of both parties, their lawful successors and assigns. 5 S7296-0200\1115196v1.doc FROM JJ JJJJJJ FAX N0. : 951659357500+ Feb. 13 2009 03:49PM P2 Section 25. Captions. ~I'hc section and subsection headings in this (.ease sha(I have no effect on its interpretation. 1N WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above written. CITY OF SEAL BEACH, a Municipal Corporation ("C,~ty") By ATTEST: City Clcrk APPROVED AS TO FORM: City Attorney City Manager GIRL SCOUT COUNCIL OF ORANGE COUNTY, a California nonprofit corporation ("GSCOC'~ gy ncy gren, .F ~- ~e~eretaxy-- 6 c7296-0?00~11I5196~-I.doc EXHIBIT A LEGAL DESCRIPTION Lots 47 and 49, Block 106, Bay City Tract, City of Seal Beach, County of Orange, State of California, as per Map recorded in Book 3, Page 19 of Miscellaneous Maps in the Office of the County Recorder of said County and all improvements, including buildings on or appurtenant thereto. 7 S7296-0200\1115196v l .doc i ~~ ~-~ WHEN RECORDED RETURN T0: City Clerk City of Seal Beach 211 Eighth Street Seal Beach,' CA 90740 LEASE AGREEMENT This Lease Agreeme "ag Bement") is made and entered into this o~~day o 1983 by and between the City of Seal Beach, a municipal corporation ("City") and the Girl Scout Council of Orange County, a California nonprofit public benefit corporation ("GSCOC"). R E C I T A L S A. Sometime prior to October 24, 1946, the City caused a deed to be issued by the City Tax Collector in favor of City by reason of the non-payment of taxes on certain real property described as follows: Lots 47 and 49, Block 106, Bay City Tract, City of Seal Beach, County of Orange, State of California, as per Map recorded in Book 3, Page 19 of Miscellaneous Maps in the Office of the County Recorder of said County, (hereinafter referred to as the "land"). Certain buildings JLP1~.-2A ~ and other structures were constructed on the land or attached thereto (the "improvements"). B. On October 24, 1946, the Seal Beach Girl Scouts, Inc., a California corporation, and a predecessor of GSCOC, entered into a lease agreement (the "1946 lease") with the City pursuant to which the Seal Beach Girl Scouts, Inc. leased the land from the City for a stated considera- tion of one dollar and with the stated purpose of using the land "in and about the activities" of the Seal Beach Girl Scouts, Inc., "including the building of buildings for Girl Scout activities." This 1946 lease was for a term of 25 years, expiring October 23, 1971. Seal Beach Girl Scouts, Inc., under the terms of this 1946 lease, had the right to construct any buildings on the land "deemed necessary to carry on the activities" of the Seal Beach Girl Scouts, Inc.; however, such construction was at the risk of Seal Beach Girl Scouts, Inc., and upon expiration of the lease, all buildings so constructed were to be removed by and would remain the property of the Seal Beach Girl Scouts, Inc. Furthermore, the lease would automatically be cancelled if Seal Beach Girl Scouts, Inc. failed to use the land for "Girl Scout activities" for a period of two (2) years. Finally, the lease was not assignable without the express written consent of the City. C. On February 28, 1957, the City and the Seal -2- JLP1.1-3A Beach Girl Scouts, Inc., executed a second lease (the "1957 lease") whereby they acknowledged that there had been disputes over title to the land and such disputes had been settled, the result being that title to the land was vested in the City. This 1957 lease was for a term of 25 years, expiring on February 28, 1982 and otherwise on terms very similar to the 1946 lease. D. On December 10, 1958, the Santiago Girl Scouts Council, a non-profit corporation (and a predecessor of GSCOC) and City executed a third lease agreement (the "1958 lease"). According to recitals in this 1958 lease, both parties agreed there had been a dispute regarding the title to the land but title to the land now was clearly vested in the City. This 1958 lease also recited that the City had acquired all improvements on the land from the Seal Beach Girl Scouts and held said improvements "in trust for the exclusive use of the Girl Scout Program in Seal Beach." For a stated consideration of one dollar, the City leased all of its interest in the land and improvements to the Santiago Girl Scout Council for .a term of 25 years, expiring December 31, 1983. By the terms of the 1958 lease, if the girl scouts failed to use the land and improvements for 2 years or if the City fell outside the jurisdiction of the Santiago Girl Scouts Council, the land and improvements would automatically "revert" to the City. -3- JLP11-4A ~ ' E. On October 19, 1970, the City and Seal Beach Girl Scouts, a non-profit corporation executed a fourth agreement regarding the land (the "1970 agreement"), This 1970 agreement recites that the parties had, on February 28, 1957 (the 1957 lease), entered a lease setting forth the rights and duties of each party "in and to the real property and the buildings." This 1970 agreement also recited and provided that the Seal Beach Girl Scouts "do hereby sell, assign, and transfer, convey and quitclaim to the City, all of their right, title, and interest in and to said real property and all improvements existing thereon," but that the "City holds title to the improvements in trust C for the exclusive benefit of the Girl Scout program in the City." This 1970 agreement also expressly cancelled the 1958 lease. This 1970 agreement was for a 25-year term commencing January 1, 1959 and expiring December 31, 1983. Pursuant to this 1970 agreement, the City and the Girl Scout Council of Orange County were to "execute a lease" for a concurrent 25 year term. Upon the expiration of that proposed concurrent lease the City agreed to quitclaim its rights in all of the improvements on the land to "the adults within the City of Seal Beach who are registered with the National Girl Scouts of America" and furthermore, to automatically renew the lease of the land to the same adults for a second term~of 25 years on the same terms as the cancelled 1957 lease. -4- J LP11-5A ' F. The GSCOC has, by letter of October 3, 1983, notified the City of GSCOC's intent to continue tenancy under the automatic renewal provisions of the 1970 agreement. G. Both GSCOC and City agree that all of the myriad transfers of interest in the land and the improvements (referred to herein collectively as "the Property") have cast a cloud on the title to the Property. H. City and GSCOC desire to clarify the title l to the Property which, by record, is vested in the City. GSCOC, on behalf of itself and its predecessors, has decided to vest in the City all right, title and interest in the land and improvements held by the GSCOC, the Santiago Girl Scout Council, the Seal Beach Girl Scouts, Inc., the National Girl .Scouts of America, and any and all other Girl Scout related persons or other entities. GSCOC shall vest such interest in City by executing a deed in a form substantially the same as that of Exhibit A attached hereto. To the extent the aforementioned entities are not predecessors in interest to and bound by the actions of the GSCOC, GSCOC has agreed it will indemnify City for any claim of any of them to any interest in the land or improvements which is asserted subsequent to that transfer. GSCOC shall so indemnify City by executing an agreement in the form and to the same effect as that of Exhibit B attached hereto. -5- JLP11-6A I. Because City and GSCOC believe City shall have clear title to the Property vis-a-vis the GSCOC and other related entities after the GSCOC has quitclaimed its interest in the improvements and land to City and has indemnified City, City believes it is now in a position to lease said property to the GSCOC~and desires to so lease the Property to the GSCOC for GSCOC's ongoing use of the Property in the same mutually beneficial manner, upon the terms and conditions hereafter specified. NOW, THEREFORE, in consideration of the mutual promises, conditions and covenants herein set forth, the parties agree as follows: Section 1. Lease of Interest. City leases the Property to GSCOC for a term of twenty-five (25) years, commencing on January 1, 1984 and terminating December 31, 2008, unless sooner terminated as provided herein. Section 2. Duty of Inspection. GSCOC has inspected the Property and has knowledge of the condition thereof and the execution of this lease shall constitute GSCOC's acknowledgment that the~Property is in good and acceptable condition. Section 3. Rent. GSCOC shall pay to City a rent of One Dollar ($1.00) and other valuable consideration, receipt of which is hereby acknowledged by City, as con- sideration for the right of GSCOC to possess, occupy, and -6- JLPI1-7A r use the Property during the term of this lease. Section 4. Property Taxes. GSCOC shall pay before delinquency any taxes, assessments, license fees, and other charges ("taxes") that are levied and assessed against GSCOC's personal property installed or located in or on the Property and that become payable during the term of this agreement. On demand by City, GSCOC shall furnish City with satisfactory evidence of these payments. Section 5. Utilities. GSCOC shall make all arrangements for and pay for all utilities and services Furnished to or used by GSCOC the Property, including without limitation, gas, electricity, and various connection charges. Section 6. Indemnification. GSCOC shall fully protect, indemnify and hold harmless City from and defend City against any and all loss, claim, costs, damage, injury, demand, liability, liens or causes of action of any kind or nature whatsoever arising out of GSCOC's use or occupancy of the Property. Section 7. Insurance. GSCOC at its cost shall maintain public liability insurance with limits in an amount approved by the city attorney for personal injuries and for damage to property and insuring against all liability of GSCOC and its authorized representatives arising out of or in connection with GSCOC's use or occupancy of the Property. Said policies shall name -7- JLP11-8A City as an additional insured and shall not be modifiable or cancellable without thirty (30) days' advance written notice to City. Failure to maintain the insurance specified herein shall constitute grounds for immediate termination of this lease. GSCOC shall, at its expense, maintain adequate fire and casualty insurance on the Improvements; the City shall be named as an additional insured under the policy. In the event the Improvements are damaged or destroyed by fire or other casualty, the proceeds of the policy shall be applied toward the repair, restoration or replacement of the Improve- ments. It shall be the duty of GSCOC to repair, replace or restore the Improvements and make them fit for use and occupancy within six (6) months of the date the damage or destruction occurred; failure to so repair or restore the Improvements shall be cause for termination of this lease by the City upon thirty (30) days written notice to the GSCOC. Section 8. Duty to Restore Unsuitable Property. In the event the Property is made unsuitable for its intended use by the GSCOC, City shall have no obligation to restore the suitability of the Property. Section 9. Assignment. GSCOC shall not assign or encumber its interest in this lease or in the Property or sublease all or any part of the Property without first obtaining City`s consent. Any assignment, encumbrance, or sublease without City's consent shall be voidable and, at -8- JLP11-9A ~, City's election, shall constitute grounds for immediate termination of this lease. Section Z0. Compliance with Laws. GSCOC shall comply with all applicable ordinances, statutes, and laws in its use of the Property and any activities conducted thereon. Section 11. Right of Entry. City and its authorized representatives shall have the right to enter the Property at all reasonable times. Section 12. Surrender of Property. On the expiration or sooner termination of this lease, GSCOC shall surrender the Property to City. City may elect to retain or dispose of in any manner any alterations, improvements, or (~ GSCOC's personal property that GSCOC does not remove from the land upon expiration or termination of this lease by giving at least ten (10) days' written notice to GSCOC. Title to any such alterations, improvements or GSCOC's personal property that City elects to retain or dispose of on the expiration of the ten (10) day period shall vest fully in City. GSCOC waives all claims against City for any damage to GSCOC resulting from~City's retention or disposition of any such alterations, improvements or GSCOC's personal property. GSCOC shall be liable to City for City's costs for storing, removing, and disposing of any alterations or GSCOC's personal property. Section 13. Termination of Lease for Cessation of ~~ Use. The City may terminate this lease by giving written -9- JLP11-11A of a different address has been given in accordance with r this section, all such notices shall be addressed as follows: If to GSCOC, to: Girl Scouts Council of Orange County 1620 Adams Avenue Costa Mesa, California 92626 Attn: William R. Bradshaw, Director-Properties Management If to City, to: City of Seal Beach 211 Eighth Street Seal Beach, California 90740 Attn: Daniel P. Joseph, Assistant City Manager Section 17. This agreement shall inure to the benefit of both parties, their lawful successors and assigns. Section 18. Captions. The section and subsection headings in this agreement shall have no effect on its interpretation. IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above written. CITY OF SEAL BEACH, a Municipal Corpor ion ("City") gy ayor [SIGNATURES CONTINUED.) -11- JLP11-13A APPROVED AS TO FORM: ity A ey . GIRL SCOUT COUNCIL OF ORANGE COUNTY, a California nonprofit corporation ("GSCOC") Robert A. Millhouse, President 'By '~ -7-i GG , Secretary ~raoi;~~~;. v~~:.ic • c~~;fORhiB . ~... . . ..~_ J ~: ~~. .• .~ . ~ t:1y ~:o-:r.~i:.~~:~ ~::r;~as 9-14.84 ~ -12-