The URL can be used to link to this page

Home My WebLink AboutBoys and Girls Club of Huntington Valley - 1986-11-03�. CITY OF HUNTINGTON BEACH =- 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK ITY CLERK LETTER OF TPLANSMITTAL REGARDING IT XI APPROVE BY THE CITY COUNCILIREDEYELMAJENT AGENCY APPROVED ITEM DATE: ! / P 97 T See Attached Action Agenda Item OrQq W-r a ,E /D ATTENTIO\: DEPARTMENT: REGARDING: Date of Approval a Z/-2 e,0 Enclosed For Your Records Is An Executed Copy Of The Above Referenced Item For Your Records. Connie Brockway City Clerk Attachments: Action Agenda Page ,✓ RCA Deed Remarks: !__LAIl� Agreement ✓ Bonds Insurance Other 1Ale Dcpanr:cm R� :trrr:ritl:nt Insurance OihLr �. ✓✓ Na:ae Dent lent RCA A_reer.:cn Insurance O:hcr Name Department RCA Agreement Insurmwe Other Risk \Management Department Insurance Copy -&lea 4" G:Follot%up'a2mits.,transltr (Telephone: 714.536.5227 ) • 0 f.� CITY OF HIUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK March 28, 1997 Gary L. Granville, County Clerk -Recorder P. 0, Box 238 Santa Ana, California 92702 CALIFORNIA 92648 Enclosed please find Memorandum of Lease between the City of Huntington Beach and the Boys and Girls Club of Huntington Valley to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, California 92648. Please conform the enclosed copy of the Memorandum of Lease and return to this office in the enclosed self-addressed stamped envelope. &X4't� Connie Brockway, CMC City Clerk CB:jc Enclosure: Memorandum of Lease - Boys and Girls Club of Huntington Valley Check No. 396598 For Recording Fees g:/followup/deedltr/l IuCreek:jc (Telephone: 714.536-52271 CITY OF HUNTINGTON BEACH f' O BOX 190. riul�7 NGTCN BEACH. CALIFORNIA 92648 DATE I P.O. NUMBER GROSSAMOUNT DISCOUNT NET AMOUNT 03-26-97 714104 ; BOYSIGIRLS EHQED894217 23.00 23.00 PAY TO TI-E ORDER 0= CLERK -RECORDER PO BOX 238 SA NT A AN A CA 92701 TOTALS Op� Fjifl_- CITY OF HUNTMIIGTON BEACH P.O. AOX 190 HUNTINGTON BEACH, CALIFORMA 92646 16- 35111220 NUMBER i 396598 CA-E N.a9ER \ \ \ \ %5T. AVOUN- 03-26-97 396598 \•� $******23.00 VOID UNLESS PRESENTEC FOR ENCASHMENT WiTnIN 9.%:)AvS FROM CATE OF'.SSL:E SANVWA BANK OF CALIFORNIA HUNITINGTON BEACH OFFICE 6661 WARNER AVENUE r •Nr hJ � L:cTOV B'c.,;,'-I, CA 92?„' 'in 39659811' M: L 2 20035 161: 2094-100 20911, CITYOF f-It;NTINGI N REACH � AI I 1 - - R QUEST FOR COUNCIL ACTIN MEETING DATE: June 17, 1996 DEPARTMENT ID NUMBER: ED 96-22 facility located at 2309 Delaware, Huntington Beach. The hearing was duly noticed and the thirty day comment period expired on April 18, 1996. No comments were received. City Council may now proceed with the approval of the acquisition agreement. The City may enter into the acquisition and facility lease agreements with the Boys and Girls Clubs of Huntington Valley in order to preserve the facility for this low -moderate income neighborhood in the Florida -Utica Enhancement Area, Census Tract 993.05. Through the facility lease agreement, the Boys and Girls Clubs will lease back this interest for a $1.00 a year. Escrow costs associated with this acquisition are budgeted as a CDBG administrative expense. As of March 6, 1996, R.P. Laurain & Associates, certified appraisers, evaluated the facility at its contributory interest for $1,170,000. The Department of Housing and Urban Development communicated that a fifteen year long-term lease constitutes acquisition for the purpose of CDBG eligibility as .long as one of the national objectives of the CDBG program are met. This project qualifies under the HUD eligibility category for "limited clientele" as at least 70% of, the households meet the income criteria (80% of median income). During the fifteen year lease period the Boys & Girls Club program must continue to serve at least 51 % low -moderate income households and will be required to maintain family income data. Staff will annually monitor the facility to assure that these requirements are met. As stipulated in the Facility Lease Agreement, in the event that the facility no longer qualifies during this fifteen year period, then the prorata share of CDBG funds must be returned to the City. In addition, Council approved a short term Council 'approves the attached acquisition $107,000 shall be returned to the City. Environmental Status: Exempt Attachment(s): loan of $107,000 from the general fund. If agreement, upon the close of escrow the 1 Aquisition Agreement between the City of Huntington Beach and the Boys and Girls Clubs of Huntington Valley for $237,000 in Community Development Block Grant funds. 2 Facility Lease Agreement between the City of Huntington Beach and the Boys and Girls Clubs of Huntington Valley. 3 Letter of Evaluation, R.P. Laurain & Associates ED9622.DOC -2- 06/03/96 9:39 AM 0. ib 17 Council/Agency eeting Held: LA-7 9R , Deferred/Continued to: L$'Approved ❑ Conditionally Approved ❑ Denied .City Clerk's Sig Lure Council Meeting Date: June 17, 1996 Department ID Number: ED 96-22 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, City Administr PREPARED BY: DAVID C. BIGGS, Director of Economic Development SUBJECT: Acquisition Agreement and Facility Lease Agreement between the City of Huntington Beach and The Boys & Girls Clubs of Huntington Valley Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachrnent Statement of Issue: The Acquisition Agreement for the City's acquisition of an interest in the Boys and Girls Club of Huntington Valley facility located 2309 Delaware Street, Huntington Beach requires City Council approval. The Facility Lease Agreement also needs Council approval Fundina Source: Community Development Block Grant funds, E-SI-ED-105-6-31-00 Recommended Action: 1. Move to approve the Acquisition Agreement for a Twenty and Twenty-six Hundredths Percent (20.26°%) interest in the Boys & Girls Clubs of Huntington Valley facility located at 2309 Delaware for the amount of $237,000 in Community Deve�lo ment Block Grant funds, as �� afi U �'a A� z -`''� ,� C. . 2. Move to approveAhe Facility Lease Agreement between the City of Huntington Beach and the Boys and Girls Clubs of Huntington Val y in the amount of $1.00 per year. Alternative Actions : Do not approve the agreements. Analysis: According to the requirements of the Community Development Block Grant program on May 18, 1996, City Council held a public hearing to reprogram $237,000 in program income received from the termination of a lease agreement between the City of Huntington Beach and the Fountain Valley School District for the Bushard Gymnasium. Council approved amending the City's Consolidated Plan by appropriating and authorizing the expenditure of $237,000 for the acquisition of a portion of the Boys & Girls Clubs of Huntington Valley r57- / (0 FACILITY LEASE Table of Contents L Page Preamble 1 ARTICLE 1. TERM OF LEASE 2 1.01 Lease 2 1.02 Original Term r 2 1.03. Surrender of Facility 3 ARTICLE 2. RENT AND TAXES 3 2.01 Fixed Rent 3 ARTICLE 3. REPAIRS AND MAINTENANCE 4 3.01 Present Condition of Facility 4 3.02 Repairs by Club 4 3.03 Facility Alterations 4 3.04 Liens 5 3.05 City's Right of Inspection 6 ARTICLE 4. USE OF FACILITY 6 4.01 Permitted and Prohibited Use of Facility 6 4.02 Compliance With Law 7 ARTICLE 5 INSURANCE 7 5.01 Insurance 7 5.02 City's Right to Procure Insurance 8 ARTICLE 6 DESTRUCTION OF FACILITY 9 6.01 Duty to Repair or Restore 9 602 Time for Construction of Repairs 10 ARTICLE 7 TAKING 10 SFs-PC D:Agrcc:13&C1.casc 615i96 - u2 • ARTICLE 8 ARTICLE 9 ARTICLE 10 5 F-s: PCn:AVree: B&CLease 6596--�2 INDEMNIFICATION 8.01 Indemnification DEFAULT AND REMEDIES 9.01 Remedies on Club's Default 9.02 Termination by City 9.03 Default by Club 9.04 Cumulative Remedies 9.05 Waiver of Breach MISCELLANEOUS 10.01 Assignment or Sublease 10.02 Prohibition of Involuntary Assignment 10.03 Effect of Bankruptcy 10.04 Binding on Heirs and Successors 10.05 Time of Essence 10.06 Notices 10.07 Memorandum of Lease 10.08 Article Captions 10 10 11 11 11 12 12 12 12 12 13 13 13 14 14 14 14 FACILITY LEASE THIS LEASE is entered into on the 17th day of June 1996, by and between the City of Huntington Beach, a municipal corporation formed under the laws of the State of California ("City"), and Boys and Girls Club of Huntington Valley, a California non-profit corporation organized and existing under the laws of the State of California ("Club") Preamble WHEREAS, the City previously leased the Bushard gymnasium to the Club, and used Community Development Block Grant ("CDBG") moneys to build the gymnasium and then leased the gymnasium to the Club to serve low and moderate income clientele through recreational and after school care programs, The property on which the Bushard gymnasium was located was sold by the Fountain Valley School District, and -the then -fair market value of the gymnasium was paid to the City in the amount of $237,000.00, which funds were returned to the CDBG program; The City previously has leased McCallen Park to the Club pursuant to a lease dated November 3, 1986 ("Park Lease"), on which the Club has built a new Facility to serve the same clientele with the same programs as were offered at the Bushard gymnasium; 1 SFs:11CD:Aj ree:B&CLease 6:`5:`96 - RS The City desires to purchase an interest in the McCallen Park Facility in order to insure that it, too, will be used for recreational and after school care programs serving low and moderate income families; Pursuant to separate agreement, dated June 1.7, 19.96 ("Sale Agreement"), the City has purchased a 20.26% fee interest in the McCallen Park Facility with CDBG money, and now proposes to lease back the Facility to the Club pursuant to this Agreement, subject to conditions insuring that the Club will continue to offer recreational and after school care programs serving low and moderate income families. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1. TERM OF LEASE Section 1.01 Lease. City hereby leases to Club on the terms and conditions set forth in this Lease the City's Twenty and Twenty-six Hundredths Percent (20.26%) interest in the recreational facilities located in the County of Orange, California, at 2309 Delaware Street, Huntington Beach (the "Facility"). Section 1.02. Term. The term of this Lease shall be for a period of fifteen (15) years commencing at 12:01 A.M. on June 17, 1996, and ending at 12:01 A.M. on June 16, 2011, unless terminated sooner as provided in this Lease. 2 SF�: PCD:Agree: B&CLease 6l5 96 - r5 Section 1.03. Surrender of Facility. On expiration or earlier termination of this Lease, City shall (without further consideration from Club) convey by grant deed its fee interest in the Facility to Club, subject only to (i) the Permitted Exceptions (as defined in the Sale Agreement), and (ii) exceptions created by or with the consent of Club. Such conveyance shall be recorded in Official Records of Orange County no later than thirty (30) days after expiration or earlier termination of this Lease. If this Lease should terminate prior to June 16, 2011, Club shall pay City the Two Hundred Thirty -Seven Thousand Dollars ($237,000.00) prorated over one hundred eighty (180) months, By way of example, if the Lease terminates on November 16, 1998, then Club shall pay City $198,816.67, determined as follows: (180 months-29 months) x $237,000 = $198,816.67 (180 months) ARTICLE 2. RENT AND TAXES Section 2.01. Fixed Rent. (a) Club agrees to pay to City during the original term of this Lease specified in Section 1.01, rent in the amount of One Dollar ($1.00) per year on June 17 every year, commencing on June 17, 1996. Club shall pay all rent without deduction to City at the address set forth in this Lease for mailing notices to City, or at any other place or places that City may from time to time designate by written notice given to Club. (b) Club shall pay all utilities, taxes and assessments levied or assessed against the Facility during the term of this Lease. 3 SF'_%PCD: Agrcc: E3&CLcasc 615 96 - 05 ARTICLE 3. REPAIRS AND MAINTENANCE Section 3.01. Present Condition of Facility. Club agrees and hereby stipulates with City that the Facility is in good and tenantable condition on the date of this Lease and that the Facility is in good and tenantable condition. Section 3.02. Repairs by Club. During the term of this Lease and any renewal or extension of the term of this Lease, Club shall, at Club's own cost and expense: (a) Keep the exterior roof, sidewalls, structural supports, and foundation of the Facility in good repair and make all necessary repairs to, or replacements of, the plumbing, heating, air conditioning, and electrical systems of the Facility; (b) Keep and maintain the Facility in good order, repair, and tenantable condition, including maintaining yards, grounds, paving, building doors, and glazing in good order and repair; and (c) Regularly employ a heating, venting and air conditioning maintenance firm to service and maintain the heating, venting and air conditioning system of the Facility in good working order. Section 3.03. Facility Alterations. Subject to the provisions of the Park Lease, Club may make alterations or improvements to the Facility deemed necessary by Club for Club's business without City's approval, provided that Club notifies City in writing at least three days before the date construction for alterations or improvements is to commence so that City may post and record a notice of nonresponsibility, and further provided that all construction complies with the requirements of all appropriate government agencies. All improvements or alterations made by Club on the Facility shall comply with the requirements of any federal, state, or municipal authority having jurisdiction. 4 sN s:PCD:Agrec:B&CLcasc 6'596 - 0 5 Section 3.04 Liens. (a) Club agrees to keep all of the Facility and every part thereof and the building and other improvements at any time located on the Facility free and clear of any and all mechanics', materialmen's, and other liens for or arising out of or in connection with work or labor done, services performed, or materials or appliances used or furnished for or in connection with any operations of Club, any alteration, improvement, or repairs or additions that Club may make or permit or cause to be made, or any work or construction by, for, or permitted by Club on or about the Facility, or any obligations of any kind incurred by Club. Club further agrees to pay promptly and fully and discharge any and all claims on which any such lien may or could be based, and to save and hold City and all of the Facility and.the building and any other improvements on the Facility free and harmless from any and all such liens and claims of liens and suits or other proceedings pertaining there. (b) If Club desires to contest any such lien, it shall notify City of its intention so to do within 15 days after the filing of that lien. In such a case, and provided that Club on demand of City protects City by a good and sufficient surety bond against any such lien and any costs, liability, or damage arising out of that contest, Club shall not be in default hereunder until 15 days. after the final determination of the validity thereof, within which time Club shall satisfy and discharge that lien to the extent held valid. The satisfaction and discharge of any such lien shall not in any case, be delayed until execution is had on any -judgment rendered on the lien, and that May shall be a default of Club under this Lease. In the event of any such contest Club shall protect and indemnify City against all Lease, cost, expense, and damage resulting from the contest. S F s: PC D: Agre e: B& C I_ case 6:'5 95 - xi5 • Section 3.05. City's Right of Inspection. City or City's duly authorized agents may enter the Facility at any and all reasonable times during the term of this Lease, to determine whether Club is complying with the terms and conditions of this Lease or to perform any other acts -authorized by this Lease to be. performed by City or reasonably necessary to protect City's rights under this Lease. ARTICLE 4. USE OF FACILITY SECTION 4.01. Permitted and Prohibited Use of Facility. Club shall use the Facility for operating programs for children, teenagers and adults and for no other purpose without the written consent of City. The programs must meet the requirements of property acquisitions under the Community Development Block Grant ("CDBG') funding requirements found at Title 24 of the Code of Federal Regulations, Section 570.200-.204 and Section 570.500- 503. Club acknowledges that the City has purchased an interest in the Facility from Club with the use of CDBG funds, and that, if not for CIub's agreement to comply with CDBG regulations, the City would not have purchased an interest in the Facility, or leased -back the Facility to the Club. Some, but not all of the CDBG Regulations that the Club must comply with are the following: (a) The programs for children, teenagers and adults must be for the principal benefit of low and moderate income families. (24 CFR § 570.200(a)(2).) (b) The programs must provide a suitable living environment and expanding economic opportunities for low and moderate income families. (24 CFR § 570.200(a)(3).) b SPs: PCD-Agree:I3&C Lxase 6!5!96 - #5 • • (c) The Club may charge a reasonable fee for the use of its Facility, but the amount of the fee may not have the effect of precluding low and moderate income persons from using the Facility. (24 CFR § 570.200(b)(2).) (d) Fifty-one percent (51 %) of the clientele to the Facility must be members of low and moderate income households. The Club will keep adequate records and obtain satisfactory information from the clientele to insure compliance with this requirement. (24 CFR § 570.503(b).) Section 4.02. Compliance With Law. The Facility shall not be used or permitted by Club to be used in violation of any law or ordinance. Club shall maintain the Facility in a clean and sanitary manner and shall comply with all ordinances, rules, and regulations applicable to the Facility, enacted or promulgated by any public or governmental authority or agency having jurisdiction over the Facility. ARTICLE 5. INSURANCE Section 5.01. Insurance. During the entire Term of this Lease Agreement, Club shall maintain in full force and effect the following'contracts of insurance acceptable in form to the City Attorney. On each fifth anniversary of this Lease Agreement, the City may impose such reasonable additional or revised insurance requirements as are consistent with its citywide and general regulations and policies then in force (a) Lia_ bility. A general liability insurance policy (in which City is named as an Additional Insured) insuring Club and its officers and employees, while acting within the scope of their duties, against any and all claims arising out of or in connection with this Lease. The policy shall provide coverage in not less than the following amounts: combined single limit 7 S P,s: PCD: Agree:B&CLcasc 6/5i96 - 95 • • bodily injuy and/or property damage of One Million Dollars ($1,000,000.00) per occurrence. Such policy of insurance shall specifically provide that any other insurance carried by City which may be applicable shall be deemed excess and Club's insurance primary despite any conflicting provisions in said policy. Liability insurance will be reviewed every five (5) years and reasonable limits set by City Council resolution. (b) Fire. A standard broad form fire insurance policy for full replacement of the Facility itself, as well as the contents thereof, in which the Club is named and in which any and all losses are made payable to Club. The face amount of said policy shall be 100% of Facility replacement cost, and be in form acceptable to the City Attorney. If Club does not rebuild or repair the structure, Club shall remove the structure, and return the building pad and surrounding area to its original condition. (c) Workers' Compensation. Club shall comply with. all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Divisions 4 and 5 of the California Labor Code and all amendments thereto and all similar state or federal acts applicable, and shall, independent of and in addition to Club's covenant to indemnify and hold City harmless in Article 5 herein, indemnify, defend and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including attorney's fees and costs, presented, brought or recovered against City, for or on account of any liability under any of said acts which may be incurred by reason of Club's performance of this Lease. Section 5.02. Cit 's Right to Procure Insurance. If at any time Club fails to procure or maintain the insurance required by this Article, City may obtain that insurance and pay the premiums on it for the benefit to Club. Any reasonable amounts paid by City to procure or 8 sI�sPCD:Agree:B&CLease 6/5r96 -" 0 • maintain insurance pursuant to this Section shall be immediately due and repayable to City by Club with the next then due installment of rent under this Lease; failure to repay at that time any amount expended by City shall be considered the same as a failure to pay rent and a default by Club -under this Lease. ARTICLE 6. DESTRUCTION OF FACILITY Section 6.01. Dui to Repair or Restore. If any improvements, including buildings and other structures, located on the Facility are damaged or destroyed during the term of this Lease or any renewal or extension thereof, the damage shall be repaired as follows. - (a) If the damage or destruction is caused by a peril against which fire and extended coverage insurance is required to be carried by Section 5.01 of this Lease, Club shall repair that damage as soon as reasonably possible and restore the Facility and improvements to substantially the same condition as existed before the damage or destruction, regardless of whether the insurance proceeds are sufficient to cover the actual cost of repair and restoration. If insurance required to be carried by Section 5.01 of this Lease has lapsed or not been carried, Club shall be solely responsible for the full cost and expense of necessary repairs. (b) If the damage or destruction is caused by a peril against which insurance is not required to be carried by this Lease, Club shall repair that damage as soon as reasonably possible and restore the Facility to substantially the same condition as existed before the damage or destruction, or may terminate the lease. (c) If the damage or destruction is caused by a peril against which fire and extended coverage insurance is required by this Lease to be carried, Club expressly waives any 9 SF s: PCD:.AWee:B&CI_casc 615:96 - t:5 right under Civil Code Sections 1931-1933 to terminate this Lease for damage or destruction to the Facility. Section 6.02. Time for Construction 6f Repairs. Any and all repairs and restoration of improvements required by this Article shall be'commenced by Club within a reasonable time after occurrence of the damage or destruction requiring the repairs or restoration, shall be diligently pursued after being commenced; and shall be completed within a reasonable time. ARTICLE 7. TAKING In the event of any taking by eminent domain of any portion of the Facility, Club shall pay City out of any condemnation award the prorated amount of the $237,000 purchase price determined pursuant to Section 1.03. ARTICLE 8. INDEMNIFICATION 8.01 Indemnification. Club hereby agrees to defend, indemnify and hold harmless City, its officers, agents and employees, from and against any and all liability, damages, costs, losses, claims and expenses, however caused, resulting directly or indirectly from or connected with Club's performance of this Lease (including but not Iimited to such liability, cost, damage, loss, claim or expense arising from the death of or injury to an agent or employee of Club, subcontractor, or of City or of damage to the property of Club, subcontractor, or of City or of any agent or employee of Club, subcontractor or City), including those arising from the passive concurrent negligence of City, but save and except those which arise out of the active concurrent negligence, sole negligence or the sole willful misconduct of City. SFs:PCn:?.gr=B&cCLease 6 5 96 - +5 10 F • • The City will defend, indemnify and hold harmless Club, its officers, agents and employees, from and against any and all liability, damages, costs, losses, claims and expenses, however caused, which arise out of the active concurrent negligence, sole negligence or the sole willful misconduct of the City. ARTICLE 9. DEFAULT AND REMEDIES 9.01 Remedies on Club's Default. If Club breaches this Lease or breaches this Lease and abandons the Facility before the natural expiration of the term of this Lease, City, in addition to any other remedy given City by law or equity, may: (a) Continue this Lease in effect by not terminating Club's right to possession of the Facility, in which case City shall be entitled to enforce all City's rights and remedies under this Lease, including the right to enforce the use restrictions set forth at Article 4; or (b) Terminate this Lease and recover from Club the prorated value of the $237,000.00 purchase price pursuant to Section 1.03, provided that if the Club terminates the lease because of the destruction of the Facility following an earthquake, then the duty to repay the City the prorated value of the S237,000 purchase price is foregiven. 9.02 Termination by City. No act of City, including but not limited to City's entry on the Facility or efforts to relet the Facility, or the giving by City to Club of a notice of default, shall be construed as an election to terminate this Lease unless a. written notice of the City's election to terminate is given to Club or unless termination of this Lease is decreed by a court of competent jurisdiction. 11 SFs: PCD%Agee:13&CLease 6 5-:96 - v:5 0 . 9.03 Default by Club. All covenants and agreements contained in this Lease are declared to be conditions to this Lease and -to the term hereby leased to Club. The following constitute a material default and breach of this Lease by Club: (a) Any failure to pay rent when due when the failure continues for 10 days after written notice to pay that rent or surrender possession of the Facility is served on Club by City; or (b) Any failure to perform any other covenant, condition, or agreement contained in this Lease when the failure is not cured within 30 days after written notice of the specific failure is given by City to Club. (c) The bankruptcy or insolvency of Club. 9.04 Cumulative Remedies. The remedies granted to City in this Article shall not be exclusive but shall be cumulative and in addition to all other remedies now or hereafter allowed by law or authorized in this Lease. 9.05 Waiver of Breach. The waiver by City of any breach by Club of any of the provisions of this Lease shall not constitute a continuing waiver or a waiver of any subsequent default or breach by Club either of the same or a different provisions of this Lease. ARTICLE 10: 'MISCELLANEOUS 10.01 Assignment or Sublease. The interest of the Club in the Facility or the leasehold may not be transferred, assigned, sublet, licensed or otherwise conveyed voluntarily or involuntarily by Club without the prior written consent of City, which consent shall not be unreasonably withheld. The merger or restructure of the Club shall not be deemed subject to this Article 10. Any attempt of the Club to violate this covenant.not to assign this Lease without such 12 S P` s: PCD: Agree: E 3&cCLease 6S96-=5 prior written consent shall constitute a breach of this Lease and City may, at its option, thereupon terminate this Lease and immediately re-enter and reoccupy the Facility. 10.02 Prohibition of Involuntary Assignment. Neither this Lease nor the leasehold estate of Club nor any interest of Club in the Facility shall be subject to involuntary assignment, transfer, or sale, or to assignment, transfer, or sale by operation of law in any manner whatsoever (except through statutory merger or consolidation). Any such attempt at -involuntary assignment, transfer, or sale shall be void and of no effect. 10.03 Effect of Bankruptcy. Without limiting the generality of the provisions of the preceding Subsection 10.02 of this Article, Club agrees that in the event any proceedings under the Federal Bankruptcy Act or any amendment thereto are commenced by or against Club, and, if against Club, such proceedings shall not be dismissed before either an adjudication in bankruptcy or the confirmation of a composition, arrangement, or plan or reorganization, or in the event Club is adjudged insolvent or makes an assignment for the benefit of its creditors, or if a receiver is appointed in any proceeding or action to which Club is a party, with authority to take possession or control of the Facility or the business conducted thereon by Club, and such receiver is not discharged within a period of sixty (60) days after this appointment, any such event or any involuntary assignment prohibited by the provisions of the preceding Subsection 10.02 of this Article shall be deemed to constitute a breach of this Lease by Club and shall, at the election of City, but not otherwise, without notice or entry or other action of City terminate this Lease and also all rights of Club hereunder to the Facility and also all rights of any and all persons claiming under Club. 10.04 Binding on Heirs and Successors. This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of each 13 SFs: PCD: lgree:R&CLease 6596 - »5 City and Club, but nothing contained in this section shall be construed as a consent by City to any assignment of this Lease or any interest in this Lease by CluS. 10.05 Time of Essence. Time is expressly declared to be of the essence in this Lease. 10.06 Notices. All notices, demands, or other writings in this Lease Agreement provided to be given or made or sent, or which may be given or made or sent, by either party hereto to the other, shall be deemed to have been fully given or made or sent when made in writing and deposited in the United States mail, registered and postage prepaid, and addressed as follows: TO CITY: TO CLUB: City Administrator Boys and Girls Club City of Huntington Beach of Huntington Valley P.O. Box 190 919/ Pon"r Dry Huntington Beach, CA 92648 Huntington Beach, CA A 9 up 6 The address to which any notice, demand, or other writing may be given or made or sent to any party as above provided may be changed by written notice given by such party as above provided. 10.07 Memorandum of Lease. Upon request either party may require that a Memorandum of Lease for any Schedule be recorded in the form of Exhibit '`A'. 10.08 Article Captions. The captions appearing under the Article number designations of this Lease are for convenience only and are not a part of this Lease and do not in any way limit or amplify the terms and provisions hereof. 14 SFs: PCD-Agrcc:F3&CL.eazc 615196 - 45 0 IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement on the day, month and year appearing below. DATED: Z 9 _ , 1996 BOYS AND GIRLS CLUB OF HUNTINGTON VAI.,LEY a California non-profit corporation By: 4' �(' Ufa^ W. (print name) Its: (circle one) Chairm 'reside vice President I I: ��cz 7ccetfg (print name) Its: (circle one) Secreta.. hief Financial Officer Asst. Secretary -Treasurer REVIEWED AND APPROVED: t Administrato 15 S Fs: pC)): Agrec: B&C1xase 6%5196 - #5 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor 7JA v E Su �- Ur A ATTEST: City Clerk rd�aexwi9y APPROVED AS TO FORM: City Attorney J,y t 1 rhv INITIATED AND APPROVED: Director of Economic Development CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of 04 County of On � 6 l� G before me,Z44-44061�/I410 A16A~l° 4 Dal6f Name and Title of Off' er (e.g..'Jare 1ary Public") personally appeared ?7,6EX f-� ffG1C'B / Qa • e s) of J personally known to me - OR-.ikproved to me on the basis of satisfactory evidence to be the persor(s whose nama�re subscribed to the within instrument and acknowledged to me that ey xecuted the same in eir uthorized capaciqmp and that by his/her/their signaturfe on the instrument the person(M) or the entity upon behalf of which the persoG acted, executed the instrument. z QluEL¢AaETHEHRiNG WITNESS my hand and official seal. COMM. * 10033397Noto y PU3iic — CoiiforrORANGE COUNTY Gamin. Expkv3 AUG, 29. 1997 Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Documgnt Title or Type of Document: / Document Date:.. 6/.�� Number of Pages:OF Signer(s) Other Than Named Above:. Capacity(ies) Claimed by Signer(s) Signer's Name:.04,144ww ❑ Individual 0<Corporate Offic�'mj Title(s): f" %4,0 D ❑ Partner ---- = Limited - General Attorney -in -Fact - Trustee _ - Guardian or Conservator Other: Tcp o1 thL-nb -iere Signer Is Representing: El Individual Corporate OfficerD Title(s): C Partner — - Limited - General ❑ Attorney -in -Fact ❑ Trustee Guardian or Conservator OREM - Other; ITop of :7umo here Signer Is Representing: s 0 1994 Nationai Not Association - 8236 Remmet Ave.. P.O. Box 7184 - Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder: Call To!I•Frae 1.800-876.6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of t!t County of _.az&2 . � On d- 47 au personally appeared r/personally known to me — AR — to be the person(s) whose name( viefare subscribed to the within instrument and acknowledged to me that heelst�e>tthey executed the _ ...... MAYBRiCE L JOkNSON same in hisAieritheir authorized capacityits , and that by a - "'� COMM. # 991 am z . ;-- Notary Public - CClibrnia htsA�eWtheir signature(s1 on the instrument the persons}, ORANGE COUNTY or the entity upon behalf of which the person acted, My COMM. Expires MAY 11, 1997 executed the instrument. WITNESS my hand and official seat. OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: 15 Signer(s) Other Than Nam de Above: &L��QGe�.�/ Capacity(ies) Claimed by Signer(s) Signer's Name: �^ ❑ individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General Attorney -in -Fact ❑ Trustee guardian or Conservator other: Top _ Top of [numb here Signer Is Representing: r� • .pia/!. ' Individual Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General C Attorney -in- Fact ❑ Trustee ❑/Guardian or Conservator Lr `.- Other: �_ (!&,.k _ Top of thumb here Signer Is Representing: 0 1994 Nationai Notary Association 6 6236 Remmei Ave., P.D Box 7184 • Canoga Park, CA 91309.7184 Prod. No. 5907 Reorder: Call Toll -Free 1.WO-876-6827 4r, RECORDING REQUESTED BY, AND WHEN RECORDED, RETURN TO: City of Huntington Beach City Hall 2000 Main Street Huntington Beach, CA 92648 Attn: City Clerk Recorded in the County of orange, California Gary t-, Granville, Clerk/Recorder ��''�1��1��1° �11' ��'��!''11�1��111111i!1,1j11i1��! i11; 22 , 00 19970157645 08:53am 04/07/97 009 22022282 22 27 MIA 6 55 7.00 15.00 @.@@ 0.00 @.@@ 0.00 0.00 MEMORANDUM OF LEASE X THIS MEMORANDUM OF LEASE ("Memorandum") is executed as of r INw 1996, by and between the City of Huntington Beach, a municipal . . corporation formed under the laws of the State of California ("City"), and Boys and 'Gifls Club of Huntington Valley, a California non-profit corporation organized and existing under the laws of the State of California ("Club"). RECITALS WHEREAS, Cltv and Club have executed that certain Facility Lease ("Lease") dated as of 1998] covering certain Facility ("Facility") situated on certain real property ocated in the City of Huntington Beach, County of Orange, State of California, and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference; and WHEREAS, City and Club desire to record notice of the Lease in the Official Records of Orange County, California; NOW, THEREFORE, in consideration of the foregoing, City and Club hereby declare as follows: 1. Demise. City has leased the Facility to Club and Club has hired: -the Facility from City, subject to the terms, covenants and conditions contained in the hg.,&.empt-Government A en This document in sole�_for the g cY SFs:PCD-.Agrec-.B&CL.ease 6: 4 } = 0; :�C'" City CITY OF HUNTING—, BEACH 7;5r96-P1 rf' �OiaCII1— nic E;^_,-.rray, C vodc City Jerk See. C1•�3 e::.� �—., be/rocorded sy' -froo of charge. eputy City Clerk 2. Expiration Date. The term of the Lease ("Term") shall be for a period of fifteen (15) years commencing at 12:01 A.M. on i _ , 1996, and ending at 12:01 A.M. on , 2011, unless terminated sooner as provided in this Lease. 3. Lease Controlling. This Memorandum is solely for the purpose of giving constructive notice of the Lease. In the event of conflict between the terms of the Lease and this Memorandum, the terms of the Lease shall control. IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum of Lease as of the date and year first written above. BOYS AND GIRLS CLUB OF HUNTINGTON VALLEY a California non-profit corporation By: _..5 W . ARV W (print name) Its: (circle one) Chainna residen ice President I N XiL . - (print name) Its: (circle one) Secrctary hief Financial Office Asst. Secretary -Treasurer • •.P..• City Administrator/ 17 SI� �sTMAI�rce:S&CLease 6.5196 - F] CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ayor ATTEST: City Clerk G f APPROVED AS TO PORIM: City Attorney ��• bls'Ma INITIATED .AND APPROVED: Director of Economic Development EXHIBIT "A' MCCALLEN PARK DESCRIPTION PARCEL 1 BLOCK 2304 OF EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 41 PAGE 65 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, THE NORTH 66.00 FEET OF SAID BLOCK. AKA, A.P. #25-071-06, 07 P� RCE11 2 THE NORTH 165 FEET OF BLOCK 22040 EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 41 PAGE 65 OF MISCELLANEOUS. MAPS IN .THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. AKA, A.P. #25-071-08 PARCEL 3 THE NORTH ONE-HALF OF BLOCK 2203 OF EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM, THE NORTH 33 FEET THEREOF. AKA, A.P. #25--071-14 PARCEL 4 THE NORTH 33 FEET OF BLOCK 2203 OF EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS. AKA, A.P. #25-071-15 PARCEL 5 THE- SOUTH 33 FEET OF BLOCK 2203, EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. AKA, A.P. #25-071-16 PARCEL 6 THAT PORTION OF BLOCK 2303 OF EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, ORANGE COUNTY, SHOWN AS PARCELS 2, 3, 4 AND A, ON PARCEL MAP FILED IN BOOK 91, PAGE 32 OF PARCEL MAPS. AKA, A.P. 25-071-40, 41, 42 & 43 'CALIFORNIA ALL-PURPOSACKNOWLEDGMENT State of C` County of On personally appeared C before me, Name ano Title of Officer (e.g.. personally known to me — OR —;proved to me on the basis of satisfactory evidence to be the persoco [ whose nam6 is/are subscribed to the within instrument and acknowledge to me that t e executed the same in bieAM e' authorized capaci to and that by hi&*m ie' signatures on the instrument the perso(s, or the entity upon behalf of which the pers t s) acted, executed the instrument. -� ELVA8M ERRING = C COMM. # 1003397 Note" PLMc — Caofornm WITNESS my hand and official seal ORANGE COUMY My Comm. Exdtas AUrP 29. t997 Signature of AtaryPtblic OPTIONAL Though the information below is not required by taw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: e A Document Date: /.S/f C� _ _ _ Number of Pages: 0.1 Signer(s) Other Than Named Above: __y Capacity(les) Claimed by Signer(s) Signer's Name: ❑ Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee Guardian or Conservator E Other: Top o' tr,,rrb here Signer Is Representing: Signer's Name: ❑ individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee _ Guardian or Conservator Other: Top of thumb he,e Signer Is Representing: 0 19M National Notary Association - 6236 Remmat Ave., P.O- Box 71134 - Canoga Park, CA 91309-7184 Prod. No. 5907 Reoraer: Call Tall -Free 1-81313•876-6827 `CALIFORNIA ALL-PURPOR ACKNOWLEDGMENT State of County of 67 On _ 11i.r_.c e21. .9 9 6 _ _ before me, Z Date personally appeared Name and rile oVtlicer (e.g., `Jane Doff, Notary Public') Name(a) of &gner(s) a personally known to me - OR- be the personLL whose nameu•iefare subscribed to the within instrument and acknowledged to me that hefeWthey executed the MAYSPICE L. JOHNSON same in W&%erftheir authorized capacityies , and that by a ;, comm. * 991 BB z ' -� Notary Public — California f'i+sl�ier,rtheir signature(1 on the instrument the person(§), ORANGE COUNTY or the entity upon behalf of which the person acted, My Comm. Expires MAY 11. 1997 executed the instrument. WITNESS my hand and official seal. Signalare drNotary Pdblic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document:w,y Document Date: 61 Number of Pages: 22 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: fik•+K J Individual ❑ Corporate Officer Title(s): ,__j Partner — ❑ Limited ❑ General ❑ Attorney -in -Fact �I Trustee Guardian or Conservator P'Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Signer's Name: ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner — E. Limited ❑ General * Attorney -in -Fact ❑ Trustee _ Guardian or Conservator iiii P-Other: Cr.4 C_gt-� Top of thumb here Signer Is —7- Representing: 01994 National Notary Association • 8236 Rommel Ave.. P.O. Box 7184 • Canoga Para, CA 91309.7184 P!od. No. 5907 Reorder, Call Tali -Free 1.800.876-6827 4 ti -p, f'rle } STATE OF CALIFORNIA )SS. COUNTY Oi± } On before me, , personally appeared _ , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the some in his/her/their authorized copaclty(ies), and that by his/her/their slgnature(s) on the Instrument the person(s) or entity upon behalf of which the person(s) acted, executed the Instrument. WITNESS my hand and official seal. Signature (fhb area for of ;al notarial 5eo4 GOVERNMENT CODE 27361. 7 I certify under penalty of perjury that the Notary Seal on the document to which this statement Is attached reads as follows: NAME OF THE NOTARY: DATE COMMISSION EXPIRES: COUNTY WHERE BOND IS FILED: COMMISSION NUMBER: MANUFACTURER/VENDOR NUMBER: PLACE OF EXECUTION: DATE: SIGNATURE: ############################################################ I certify under penalty of perjury and the laws of the State of California that the Illegible portion of this document to which this statement Is attached reads as follows: This document is solely for the official husiness of the City of Huntington Reach, as contem- plated under Government Code Sec, 6183 and should be recorded tree of charge. } Place of Execution ? Date Signature: AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND ESCROW INSTRUCTIONS FOR PURCHASE OF INTEREST IN BUILDING LOCATED AT 2309 DELAWARE STREET, HliNTINGTON BEACH, CALIFORNIA THIS AGREE -VENT is entered into thisL'°�day of June 1996, by and between the City of Huntington Beach, a municipal corporation formed under the laws of California ("City"), and Boys and Girls Club of Huntington Valley, a California non-profit corporation organized and existing under the laws of California ("Club"). WHEREAS, the City previously leased the Bushard gymnasium to the Club, and used Community Development Block Grant ("CDBG") moneys to build the gymnasium and then leased the gymnasium to the Club to serve low and moderate income clientele through recreational and after school care programs; The property on which the Bushard gymnasium was located was sold by the Fountain Valley School District, and the then -fair market value of the gymnasium was paid to the City in the amount of $237,000-00, which funds were returned to the CBDG program; Club and City previously entered into a Ground Lease on November 3, 1986, whereby City leased to Club McCallen Park, more particularly described in Exhibit A, attached hereto and incorporated herein by this reference; Pursuant to the Ground Lease, Club constructed a recreational facility within McCallen Park, located at 2309 Delaware Street.(herein referred to as -the "Facility"), which the Club uses to serve the same clientele with the same programs as were offered at the Bushard gymnasium; I SFs:G:8F-96 agrze:B&GClub RLS 96.173 6 4°96 - �4 The City desires to purchase an interest in the Facility in order to insure that it, too, will be used for recreational and after school care programs serving low and moderate income families, Pursuant to the "Interest Free Demand Note" , between the City and the Club, dated March 18, 1996 ("Demand Note"), the City loaned the Club 5107,000 as a bridge loan, pending the purchase of a 20.26% fee interest in the McCallen Park Facility with CDBG money pursuant to this Agreement. NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS: AGREEMENT TO SELL AND PURCHASE. Club agrees to sell to City, and City agrees to purchase from Club, upon the terms and for the consideration set forth in this agreement, a Twenty and Twenty-six Hundredths Percent (20.26%) interest in the Facility, which is legally described as follows: [TO BE SUPPLIED TNT ESCROW] 2. PURCHASE PRICE. The total purchase price ("Purchase Price") shall be the sum of Two Hundred Thirty -Seven Thousand Dollars ($237,000.00). A portion of the Purchase Price equal to the total amount owing under the Demand Note as of Close of Escrow shall be paid by City's cancellation of the Demand Note. The balance of the Purchase Price shall be paid in cash at close of escrow. 3. CONVEYANCE OF TITLE. Club agrees to convey by grant deed ("Grant Deed") to City marketable fee simple title to the Facility. During escrow, City shall review the t 2 S Fs:G:5r-96 Agree: B&GClub RLS 96-173 6496 - 44 condition of title to the Facility to satisfy itself that title may be conveyed free and clear of all recorded and unrecorded liens, encumbrances, assessment, easements, leases and taxes, subject only to those exceptions approved by City pursuant to paragraph 8(a) ("Permitted Exceptions"). 4. TITLE INSURANCE POLICY. Escrow Agent (as defined below) shall, concurrently with the recording of the Grant Deed to City, provide City with a standard form ALTA Owner's Policy of Title Insurance in the amount of the Purchase Price issued by First American Title Insurance Company, Santa Ana ("First American Title"), showing the title to the property vested in City and insuring against any and all mechanics' and materialmen's liens now or hereafter filed against the Facility relating to work performed or materials delivered to the l Facility before Close of Escrow, subject only to the Permitted Exceptions. ESCROW. City and Club agree to open an escrow in accordance with this Agreement at First American Title and Escrow, Santa Ana("Escrow Agent"), This Agreement, together with such standard provisions as may be required by the Escrow Agent, constitutes the joint escrow instructions of City and Club, and Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts consistent with this Agreement reasonably necessary to close this escrow. 6. DEPOSIT. City will deliver to escrow a deposit of One Hundred Dollars ($100.00) by check upon opening of Escrow to apply to the Purchase Price. 7, DOCUMENTS SUPPLIED BY CLUB. Promptly after the opening of escrow, Club, at Club's expense, shall furnish City with the following: (a) A preliminary title report on the Facility issued by First American Title together with copies of all exceptions to title set forth in such report ("PTR" ). SFs:G: SF•96Agree:0&cGClub RIS 96-173 6.15 96 - �4 L� (b) Original of all leases affecting the Facility ("Leases") (c) Current rent roll. (d) Current operating statements showing all operating expenses. (e) Copies of all contracts, agreements, understandings and commitments, with vendors, affecting any part of the Facility, as disclosed in Exhibit A attached hereto. (f) All plans, specifications, as -built drawings (collectively, the "Plans") and any other information or documents in possession or control or available to Club relating to the design and physical characteristics of the Facility, and all permits relating to the operation of the Facility ("Intangible Facility") (g) Club shall deliver to City mechanics' lien releases in form reasonably satisfactory to City signed by each person who has provided labor or material to or on the Facility within the ninety (90) day period prior to Close of Escrow. 8. CONDITIONS PRECEDENT TO CONSUMMATION OF SALE. City's obligation to complete the purchase hereunder is conditional upon the following: (a) approval of City of the PTR; if City has not given Club and Escrow Agent written notice of disapproval of any exception shown in the PTR by the thirtieth day after City's receipt of the PTR, such exception shall be deemed approved by City; if City shall disapprove or conditionally approve any item in the PTR, Club shall, within fifteen (15) calendar days of receipt of such disapproval or conditional approval, advise City in writing whether or not Club shall cause to be eliminated any such disapproved item or items; if Club elects to eliminate such disapproved item or items, the escrow shall remain open; if Club elects not to eliminate such item or items, the escrow shall be canceled upon written notice from Club to escrow; upon such termination, 4 S F-9:G:SF-96Agree: B&GClu6 RLS 96-173 614/96 - .'—'4 thereafter neither City nor Club shall have any further liability hereunder, except that City shall be entitled to the prompt return of all funds deposited by City with Escrow Agent and City shall pay any escrow cancellation fee and title charges, (b) approval by City of Leases, including any new Leases entered into during the escrow period. (c) City conducting a physical inspection of the Facility, and approving the physical condition of the Facility including, but not limited to, the plumbing, heating, air conditioning, roof, HVAC systems, elevators, ventilation and other building systems; (d) performance by Club, on or before the applicable time deadline, of each and all of its obligations pursuant to this Agreement; hereof, (e) receipt and approval by City of all documents listed under paragraph 7 (f) the truth of each and every warranty and representation made by Club in this Agreement as of the date of execution thereof and as of the Closing Date; (g) on the Closing Date, First American Title shall be ready, willing and able to issue to City (or other entity selected by City at least three (3) days prior to the Closing) its standard form ALTA Owner's Policy of Title Insurance insuring City'in the amount of the Purchase Price that good and marketable -title to the Facility is vested in City subject only to the Permitted Exceptions; (h) no destruction, damage or loss of or, to the Facility having occurred on or . before the Closing Date from any cause or casualty whatsoever; 5 RLS 96-173 6 4:`96 - 94 (i) at any time or times before the Closing Date, City may be allowed to inspect, and approve, in City's sole and absolute discretion, the Facility and to make any investigations City or First American Title may desire with respect to the physical condition of the Facility or any other aspect of the Facility, including, without limitation, the environmental condition of the Facility, the condition of title to the Facility and all matters related to compliance of the Facility with all applicable laws;- 9. NOTICES. All notices called for herein shall be in writing and shall be delivered to Club, City and Escrow Agent at the addresses set forth in this document. Notices shall be deemed delivered two (2) days after first-class mailing, or one day after facsimile or personal service. 10. OPENING AND CLOSING. (a) Escrow shall be deemed opened upon full execution of this Agreement. (b) Escrow Agent shall close escrow ("Close of Escrow") sixty (60) days after opening of escrow. (c) Club shall deliver or cause to be delivered to City through escrow: l . The Grant Deed in proper form duly executed and in recordable form conveying to City fee title to the Facility. 2. A standard form ALTA Owner's Policy of Title Insurance issued by First American Title in the full amount of the Purchase Price insuring title vested in City subject only to the Permitted Exceptions. 6 S Fps: G: S F-96: �g'rc c: B& GC ] uh RLS 96-173 614-.96 - P4 r: • (d) City shall deliver or cause to be delivered to Club through escrow the Purchase Price as set forth in Paragraph 2, including without limitation the Demand Note for cancellation and delivery to Club at Close of Escrow. (e) Both parties shall execute and deliver through escrow any other documents or instruments consistent with this Agreement which are reasonably necessary in order to consummate the purchase and sale of the Facility. (0 Both parties shall execute and deliver to each other through escrow the Facility Lease pursuant to which City leases its interest in the Facility acquired herein to Club. 11. REPRESENTATIONS AND WARRANTIES OF CLUB. Club hereby represents and warrants as follows: (a) To the best of Club's actual knowledge, the Facility is free and clear of all liens, claims, encumbrances, easements, encroachments or rights of way of any nature whatsoever other than the matters set forth as exceptions in the PTR. (b) Until the Closing, Club shall maintain the Facility in its present condition, ordinary wear and tear excepted. (c) Club has no knowledge of any order or directive of any applicable Department of Building and Safety, Health Department or any other City, County, State or Federal authority, relating to the Facility. (d) To the best of Club's actual knowledge, Club has complied with, and has no knowledge of any pending, threatened or potential investigation, proceeding or action (including legislative action) relating to the failure of Club, or the improvements on the Facility, to comply with, any and all statutes, laws, ordinances, regulations, rules and orders of governmental 7 SF�s:G: S F-96AWcc:B&GClub RLS 96.173 6496 - k4 authorities having or claiming jurisdiction relating to the ownership, operation and use of the Facility and the construction, completion and occupancy of improvements thereon including, but not limited to, compliance with any and all zoning, health, safety, building and fire regulations and the obtaining and compliance with any and all necessary permits, licenses and certificates of authority. (e) To the best of Club'-s knowledge, the Facility is in compliance with all zoning and land.use requirements. (0 Club has no obligations to any finder or broker in connection with the sale of any or all of the Facility. (g) To the best of Club's actual knowledge, no Hazardous Materials (as defined below) are or have been used, present, released, stored, manufactured, generated or disposed of on, under or about, or transported to or from, the Facility (including, without limitation, the soil and groundwater thereunder). To the best of Club's actual knowledge, no Hazardous Materials have been incorporated into or used in constructing any improvements in or on the Facility. As used in this Agreement, the phrase "Hazardous Materials" shall mean any hazardous, toxic, corrosive, reactive, ignitable, carcinogenic or reproductive toxic substance, material; product, compound, chemical or waste (including, without limitation, petroleum, including crude oil or any fraction thereof, asbestos or asbestos -containing materials, flammable explosives, radioactive materials, and polychlorinated biphenyls) as defined in or regulated by any federal, state or local law, ordinance, regulation or code regarding the environment or health, safety or welfare ("Environmental Laws"). To the best of Club's actual knowledge, the Facility (including, without limitation, the soil and groundwater thereunder) is not in violation of any 8 s Fs: G: SP-96 Agrcc: a&cGctuh RLs 96-173 6496 - 44 C� J Environmental Laws. To the best of Club's knowledge, no above -ground or underground tanks exist on, under or about the Facility. (h) The Facility consists of a building of approximately 17,437 gross square feet. There are now and, at the time of the Closing Date, will be no material physical or mechanical defects of the Facility, including, without limitation, the plumbing, heating, air conditioning, roof, HVAC systems, elevators, ventilation and other building systems, and Club has maintained the Facility in good operating condition and repair and in compliance with all applicable governmental laws, ordinances, regulations, and requirements. (i} To the best of Club's actual knowledge, all of the documents, information and records provided by Club to City in accordance with this Agreement shall contain true and accurate information and do not omit any material fact. 0) Club has no knowledge of any pending, threatened or potential litigation, action or proceeding against Club or any other party before any court or administrative tribunal which is in any way related to the Facility. (k) To the best of Club's actual knowledge, all contracts, agreements, understandings and commitments, written or oral, with vendors, affecting any part of the Facility, are disclosed in Exhibit A attached hereto. (1) The copies of the Leases delivered to City pursuant to this Agreement are true and correct copies thereof. To the best of Club's actual knowledge, the Leases are in full force and effect; the Leases are the only leases affecting the Facility and the tenants under the Leases are the only tenants thereof; there are no other agreements, written or oral, with respect to the tenancies, or the improvements on the Facility; there are no material defaults under any of the 9 Srs:G: S F-96Agrce: B&GCluh ILLS 95-173 64 9G-rq Leases nor have events occurred which with notice or passage of time, or both, would constitute a material event of default thereunder; and the information contained in the Rent Roll is true, complete and correct as of the date the Rent Roll was delivered to City and shall be true, complete and correct as of the Closing Date. (m) City is not assuming any outstanding debts, claims and other obligations owed by Club in connection with the ownership of the Facility, the construction of improvements thereon or the maintenance thereof ("Debts'). Club will indemnify and defend City from all actions relating to collection of Debts. 12. PRORATIONS AND EXPENSES. (a) There shall be no prorations. (b) City shall each pay the usual escrow fees, the usual recording fees, any required documentary transfer taxes, and the cost of title insurance. 13. POSSESSION. Possession of the Facility shall be delivered to City at Close of Escrow. 14. FIRPTA. Club shall deliver to City through escrow an affidavit executed by Club under penalty of perjury stating Club's United States taxpayer identification number and that Club is not a foreign person, in accordance with Internal Revenue Code 1445(2). 15. RISK OF LOSS. Risk of damage, destruction or loss of the Facility, prior to the Closing Date shall be borne by Club. 1-6. MISCELLANEOUS PROVISIONS. (a) This Agreement may be executed in any number of counterparts which together shall constitute the contract of the parties; 10 SF s:G:SF-96Agree:BikGClub RLS 96-173 6496-44 LJ (b) The paragraph headings herein contained are for purposes of identification only, and shall riot be considered in construing this Agreement. (c) Time is of the essence in this Agreement. BOYS AND GIRLS CLUB OF CITY OF HUNTINGTON BEACH, HUNTINGTON VALLEY a California non-profit corporation T)Av ID w (print name) Its: (circle one) cbainnW4EEDvice President I. �lex • „LZcce f -- (print name) Its: (circle one) Secrcta . Chicr�inancial Officer Asst. Secretary -Treasurer RE EWED AND APPROVED: City Administrator 11 S rls: G: S F-96 Agrcc: B&0C l ub RLS 96-173 6496--4 a municipal corporation of the State of California �K Mayor 'D,9 VC s c, L L r✓ Afv ATTEST: City Clerk Co vZEQG h� RY _ G/'A9G APPROVED AS TO FORM: r City Attorney f� 4# f, INITIATED AND APPROVED: 04 0 - 1;�14 Director of Economi evelopment CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT • State of CA County of Q On 6�/ _tA before me,4� _ #4457/n", /+AD� "Date Narne ano Txle of Officer (e_g., a Doe, Notary. Pub:ic') personally appearedfe—c /¢. /GlJ�itr tA•,�ttfa� +tsfi/�dt� �fJ. —r—� Names) of Signer(s4 personally known to me — OR—i'proved to me on the basis of satisfactory evidence to be the person sQ whose nameois/are subscribed to the within instrument and acknowledge o me that a xecuted the same in4liiae eir uthorized capacit es , and that by his/her/their sig rs on the instrumen a persorS or the entity upon behalf of which the persore acted, executed the instrument. EUZA9ETH EHRtNG WITNESS my hand and official seal. a • _:. COW. # 1OM397 z Notary Public — California ORANGE COUNN My Comm. flitpiral AUQ 29.1997 Signature of Notary blic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of C Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: &r ❑' Individual Corporate Officer Title($): P cj�- ❑ Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee ❑ Guardian or Conservator ❑ Other: Too of :numb he•e Signer Is Representing: 4rls 40V V44 15zhd 3- Signer's Name: A1�-�. /TGL rJ" Individual A Corporat Officer Titles) ❑ Partner —IJ Limited ❑ General Attorney -in -Fact Trustee ❑ Guardian or Conservator ❑ Other: Top of tht.'nb here Signer Is Representing: 01994 National Notary Association • 8236 Remmet Ave., PO. Bolt 7184 • Canoga Park. CA 91309-7184 Prod. No. 5907 Reorder; Call Toll -Free 1.800-876-027 CALMORNIA ALL-PURPOS ACKNOWLEDGMENT State of County of tSyLsiiret�J On /� /9g� before me, �.� d Date Name and Title of Offic e.g., 'Jane Roe, Notary Puolic") personally appeared,��-,� Name(s) of 5 gner(s) /j L personally known to me— to be the person(s) whose name(sl iefare subscribed to the within instrument and acknowledged to me that he4he/they executed the NAY9'rICE L. JOHNSON same in bieNaefltheir authorized capacity ies , and that by a == ;�oV�� ) I e�ltheir signatures) on the instrument the personUs, z :~� r�r z ti;;� 'Nola. ,ic — Carfo"nia � or the entity upon behaif of which the person(s) acted, 01 N executed the instrument. My Comm. Expires MAY WITNESS my hand and official seal. _ MAYBRICE JOl'NSON r • ` COMM. # 991 M ' (Notary public — California ORANGE COUNTY SignatullFol Notary Public My Comm. Expltes MAY 11. T997 OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: 6Number of Pages: / Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: s u Individual Corporate Officer Title(s): Partner Limited Attorney -in -Fact General ❑ Trustee Guardian or Conservator `-- IOther: Top of thumb nere Signer Is Representing: Signer's Name: _ ❑ Individual Corporate Officer Title(s): ❑ Partner — Limited ❑ Attorney -in -Fact ❑ Trustee -__1 General '❑ Guardian or Conservator '. erh-Other: 6_2c, _4L Topo! thumb —a I Signer Is Representing. 0 7994 National Notary Asaw.alion - 8236 Remmet Ave., P.O- Box 7184 • Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-0B27 0 . INTEREST -FREE DEMAND NOTE Huntington Beach, California March I, 1996 Upon demand, the BOYS AND GIRLS CLUB OF HUNTINGTON VALLEY ("Club"), a non-profit corporation organized and existing under the laws of the State of California having its principal office at 19699 Education Lane, Huntington Beach, California 92646, promises to pay the sum of One Hundred Seven Thousand Dollars and no cents ($107,000.00), bearing no interest, to the order of the CITY OF HUNTINGTON BEACH ("City"), a municipal corporation organized and existing under the laws of the State of California, having as its business address at 2000 Main Street, Huntington Beach, California 92648. IN WITNESS WHEREOF the Club has executed this Interest Free Demand Note on the day, month and year appearing above. BOYS & GIRLS CLUB OF HUNTINGTON VALLEY, a non-profit corpora ion By: .- l A (print name) Its: (circle one) Chainnan/President/Vice President By. Da (print name) Its: (circle one) Secretary/Chief Financial Officer/ Asst. Secretary -Treasurer APPROVED AS TO FORM: City . tto eyy 3-a' 5-56 sFs:G:8F-96611sc: Dmdnotc RLS 96-173 3125/96 SATISFACTION OF INTEREST -FREE DEMAND NOTE Huntington Beach, California September .20 , 1996 The CITY OF HUNTINGTON BEACH ("City"), a municipal corporation organized and existing under the laws of the State of California, having as its business address 2000 Main Street, Huntington Beach, California 92648, hereby acknowledges that the BOYS AND GIRLS CLUB OF HUNTINGTON VALLEY ("Club"), a non-profit corporation organized and existing under the laws of the State of California having its principal office at 19699 Education Lane, Huntington Beach, California 92646, has satisfied the Interest -Free Demand Note of One Hundred Seven Thousand Dollars and no cents ($107,000.00), payable to the City. Satisfaction of said Note was accomplished pursuant to the offset of the City',s payment to the Club of $237,000 through the Escrow Agreement, dated June 21, 1996, by which the City acquired an interest in the building located at 2309 Delaware Street, Huntington Beach, California. ATTEST: 4��O� City Clerk REVIEWED AND APPROVED: WIR,��/.1.j., iNO Ws:G:SF-96Misc:Satisfac 9.118l96 - 4�2 r� Mayor APPROVED AS TO FORM: 5Z City Attorney 91- INITIATED AND APPROVED: Directo of Economic Development CITY OF HUN°TINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK March 3, 1997 Gary L. Granville, County Clerk -Recorder P. 0. Box 238 Santa Ana, California 92702 CALIFORNIA 92648 Enclosed please find Memorandum of Lease between the City of Huntington Beach and Boys and Girls Club of Huntington Valley to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, California 92648. Please conform the enclosed copy of the Memorandum of Lease and return to this office in the enclosed self-addressed stamped envelope. 6"�' 0�� &k,.,LT Connie Brockway, CMC City Clerk CB:jc Enclosure: Memorandum of Lease City and Boys & Girls Club of Huntington Valley g1followup?decd1m,'Boys & Girls jc STefephorne= 714-536-5227) 1 • J4 "10 HUNTINGTON REACH TO: FROM: SUBJECT: DATE: • CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION Scott Field, Deputy City Attorney Connie Brockway, City Clerk I Boys and Girls Club of Huntington Valley September 18, 1996 The City Clerk's Office has the following documents waiting to be processed upon notification by Economic Development. I am requesting your assistance in processing the following documents: 1. Memorandum of Lease - City - Boys & Girls Club of Huntington Valley (to be recorded) 2. Facility Lease - Between the above parties - To Be Recorded (attached to Memorandum of Lease) 3. Agreement For Acquisition of Property - Between Above Parties (not to be recorded) 4. Interest Free Demand Note - Signed by Boys & Girls Club 1. 5. Satisfaction of Interest Free Demand Note Please prepare the above Satisfaction of Interest Free Demand Note so that the Mayor and City Clerk can sign rather than the City Administrator and City Clerk. The Mayor will be in Friday to sign. Also, has up -dated insurance been provided? 96-930cc.doc • • R C�j Lim CITY OF HUNTINGTON BEACtiln 071996 HI:hGTONBEACH INTER -DEPARTMENT COMMUNICATION LO ��O+ �P�C�U��J��G��F�E'VT TO: Honorable Dave Sullivan, Mayor and Members of the City Council FROM: Gail Hutton, City Attorney c DATE: June 7, 1996 �: —' m m SUBJECT: Boys and Girls Club Facility Lease LM r ; 7' On its June 17, 1996 agenda is a Request that the City Council approve an Acquisition Agreement and a Facility Lease with the Boys & Girls Club. The City had previously used Community Development Block Grant ("CDBG") moneys to build the Bushard gymnasium and then lease it to the Boys and Girls Club to serve low and moderate income clientele through recreational and after school care programs. Subsequently, the property on which the Bushard gymnasium was located was sold by the Fountain Valley School District, and the then -fair market value of the gymnasium was paid to the City in the amount of $237,000,00, which funds were returned to the CDBG program. By that time, the City had already leased the Club a new site at McCallen Park pursuant to a lease dated November 3, 1986 ("Park Lease"), on which the Club built a new Facility to serve the same clientele with the same programs as were offered at the Bushard gymnasium. In order to now fund the $237,000 of CDBG moneys back to the Club, the City needs to first purchase a 20% interest in the McCallen Park Facility and then lease it back to the Club. The lease will insure that the Facility will be used for recreational and after school care programs serving low and moderate income families. It is this 20% Acquisition Agreement and the lease- back through the Facility Lease that are on the Council Agenda. Article 8 of the Lease contains the standard indemnification clause of the City. The indemnification clause already provides that the indemnity does not extend to acts which arise from the concurrent negligence, sole negligence or sole willful misconduct of the City. The Boys & Girls Club has requested a reciprocal provision that expressly states the City will indemnify the Club for its own acts of concurrent negligence, sole negligence or sole willful misconduct. As this is already implied in the existing insurance resolution, it is recommended that the language be included in the Facility Lease. The Settlement Committee approved this revision at its June 6, ;19F6,,,eting. Gail Hutton City Attorney E- lD c: M. T. Uberuaga, Ray Silver, DAvid Biggs, Carol Runzel SF-s:G:SF-96Mcmos: Set]Comm 6!W96 - 03 0 • CITY OF HUNTINGTON BEACH ` 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK August 13, 1996 Boys and Girls Club of Huntington Valley 9191 Pioneer Drive Huntington Beach, CA 92646 The City Council of the City of Huntington Beach at their meeting held June 17, 1996, approved execution of the enclosed Facility Lease, Agreement for Acquisition, and Interest -Free Demand Note. Copies of these documents and insurance are enclosed. Sincerely, ��ZCZO'U Ne Connie Brockway, CMC City Clerk �� R ( Telephone: 714-53"227) R P. LAIT RA I N Sc AS S O CIATE S INCORPORATEn wr March 6, 1996 City of Huntington Beach Department of Economic Development 2000 Main Street Huntington Beach, California 92648 Attention: Ms. Carol A. Runzel Assistant Project Manager Subject: Boys & Girls Club Building 2309 Delaware Street Huntington Beach, California I I 1 I • 3353 LINDEN AVENUE, SUITE 200 LONG BEACH, CA 90807-4503 TELEPHONE (310) 426-0477 FACSIMILE (310) 988-2927 In accordance with our request and authorization we have personally Y 4 � P Y Inspected and appraised the above -referenced building which is commonly known as the Boys & Girls Club of Huntington Valley Community Center. After considering the various factors which influence the value of the subject building, the contributory value as of March 6, 1996, is estimated at: ONE MILLION ONE HUNDRED SEVENTY THOUSAND DOLLARS $1,170,000. The foregoing value includes the subject building, exclusive of land, and_ all other on -site improvements; the above represents the current depreciated as -is value. Refer to the Addenda Section for the appraisers' certification, along with the assumptions and limiting conditions under which this appraisal report Is submitted. The following portion of this letter report contains a general description of the subject building, and the valuation study. APPRAISERS ANALYSTS 0 i City of Huntington Beach Department of F-conomic Development Attention: Ms. Carol A. Runzel Assistant Project Manager March 6, 1996 .. Page 2 This letter report is submitted in triplicate; we have retained a file copy. If you require any additional information, it would be appreciated if you would con- tact the undersigned at your convenience. Very1ruly yours, R. P. LAURAIN & ASSO , INC =ifornia . Lidgard, Vic President Certification No. AG 004014 Renewal Date: March 13, 1996 SAL:RPL:II California Certification No. AG 007689 Renewal Date: November 5, 1996 R. P. I.A U R A I N Bc ASSOCIATES ..coo.a...Eo C J FED FEQLEM ay FFW AMERICAN TMA MRANCE ODMPPXV WHEN RECORDED MAIL TO: CONNIE BROCKWAY, CITY CLERK OFFICE OF THE CITY CLERK 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 THIS !Nc34:!"z"- FLED P.-R RECURD BY FKr T AMERIC At; '!'r:.c INStrRANCE =PAW AS Ak ACOOMMOLiATION ONLY rr KAS NOT BEEN 6X4:r+.=JQ 10 rm EXpCLiTION oR As TO rrs EFFECT UPON IM "M RecGaryorcouLin trio county of Orange Callfornl8 ll�llll�lill!�!f �i�l�l�ri��llff i�IiQ. Clark/Recorder 1111�1«�il�lll Na Fee 004 9014412 89 309960541813 10,39am 10/25/96 G02 4 04 0.00 7.80 9.00 0.00 0.00 0.00 0.00 0.00 0.00 GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, BOYS AND GIRLS CLUB OF FOUNTAIN VALLEY, a California non-profit corporation hereby GRANT(S) to THE CITY OF HUNTLNGTON BEACH, a municipal corporation, A Twenty and Twenty-six Hundredths Percent (20.26q) interest in Boys and Girls CIub of Huntington Valley recreational facility in the City of Huntington Beach, County of Orange, State of California, described as EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF Dated ��03 h (p BOYS AND GIRLS CLUB OF HtiNTINGTON VALLEY, a California non-profit corporation 13y; Davi W. Barr, President By.- Alex A. Accetta, Chief Financial Officer MA L TAX STATEMENTS AS DIRECTED TO: 2000 MAIN STREET, HUNTINGTON BEACH, CA 92648 1� r ` 6WFORNIA AL-L-PURPOSOCKNOWLEDGMENT NO. 59J7 State of California County of Orange On before me, _ DATE personally appeared Marilyn Eiseman, Notary Public NAME, TITLE OF OFFIUR • E-G-. VANE DCE,)JOYARY PUa NAME161 OF S;GNER(S) ❑ personally known to me - OR - L515roved to me on the basis of satisfactory evidence to be the person(s) whose name(s),rslare subscribed to the within instrument and ac- ral MIfL,EI8ENMgH knowledged to me that lstielthey executed comm.9 the same in ,f�i5lixer/their authorized 5 KWAWFle " •CALlpIrN11 41811172 capacity(ies), and that by ehT97-"r/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER efr.lO� 7 dIW •/JC�I aZ[-er TI i L-;s ❑ PARTNER(5) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY4N-FACT ❑ TRUSTEE(S) RDIAN/CONS VATOR ❑ OTH . SIGNERE' REPR�ENTING: NAVE OF: F SCN(S, OR'\ /�.�ah� ee TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES A22 —,5, DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED A80VE r '.993 NATIONAL_ NOTARY ASSOCIA7:ON • 8236 Fe —met aye -, P.C. 5cx 7 .8» • Caroga Park. GA 91-309.7:E4 EXHIBIT "A" McCALLEN PARK DESCRIPTION PARCEL 1 BLOCK 2304 OF EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 41 PAGE 65 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, THE NORTH 66.00 FEET OF SAID BLOCK. AKA, A.P. #25-071-06, 07 PARCEL 2 THE NORTH 165 FEET OF BLOCK 2204, EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. AKA, A.P. #25-071-08 PARCEL 3 THE NORTH ONE-HALF OF BLOCK 2203 OF EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM, THE NORTH 33 FEET THEREOF. AKA, A.P. #25-071-14 PARCEL 4 THE NORTH 33 FEET OF BLOCK 2203 OF EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS. AKA, A.P. #25-071-15 PARCEL 5 THE- SOUTH 33 FEET OF BLOCK 2203, EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. AKA, A.P. #25--071-16 PARCEL 6 THAT PORTION OF BLOCK 2303 OF EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, ORANGE COUNTY, SHOWN AS PARCELS 2, 3, 4 AND A, ON PARCEL MAP FILED IN BOOK 91, PAGE 32 OF PARCEL MAPS. AKA, A.P. 25-071-40, 41, 42 & 43 CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CRY CLERK oa DEED CERTIFICATION CALIFORNIA 92648 This is to certify that the interest in real property conveyed by the deed dated October 8, 1996 from Boys and Girls Club of Fountain Valley, a California non-profit corporation to the CITY OF HUNTINGTON BEACH, is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Huntington Beach, pursuant to the authority conferred by Resolution No. 3537 of the City Council of the City of Huntington Beach adopted on August 7, 1972, and the grantee consents to the recordation thereof by its duly authorized officer. Dated: October 21, 1996 CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CITY CLERK l n Deputy City Clerk g:'follouvp'.dtedcrrl deedcert/Ted Moore (Telephone: 714-536-5227 ) CITY OF HUNTINGTON BEACH TO Connie Brockway, City Clerk FROM David C. Biggs, Director of Economic Development Ply SUBJECT Update on the Boys and Girls Club Acquisition DATE August 6, 1996 Please do not send the memorandum of lease to the escrow officer until you have received and accepted the grant deed. Once the grant deed has been accepted, Please transmit it and the memorandum lease to: Catherine Soto First American Title Insurance Company 114 E. Fifth Street Santa Ana, CA 92701 DCBIMH:Ib Tr Tustin Po BOX G P.-;_j S V. E y I- Tj N T7 N OVERAGES T-:]S !S Tc c I GENERAL L A 7 GAFASC L EXCESS LIk . 1AGIRKERS , I i EypLovE-.A 71E op^'�-j PA,P.TN=-RS Cr=ICERS o-n-er, S�,RIION C.' CERTIFqAll C7— I _ y D E ED T 2000 'M H'- --'N T 1! N I f'\ - (Ct1v DATE ()%tW-YY) T I F. NS.0 . ..... ..... 08 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION :ns;uran—ce Agency ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 320 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. A 92680 COMPANIES AFFORDING COVERAGE A INSURANCE COMPANY OF EVANSTON COMFANY f B(,YS CU.,-2 OF FOUINTA---"� PER GL246 ATTACHED DR. C 0 7-'l B 2 A C H IC A 926�6 1-1 19 6 D vER-;'Y T6;A-i THE PO'-iCl---S 0: 1%;SL;P..A-NCE LISTED BELC1,v!-,AVE BEEN ISSIIED TO THE INS'JRED ABOVE FOR THE PO -ICY PER:DO %,OT,`!'r--I5TA�'1'q3 A,,,Y A-EQU PE-mENT, TE-q--4 OR CONDITION OF ANY CC\7-?AfT OR C-HER DOC-'yEt,'T V,':TH RESPECT To A -:CH TNls !.'.A% K ISSUEC OR W.Ay FERTAIN, TnE `43�'RANC= A' FFORDE0 By Tr;E PO'-:u-'ES DESCRIBED FEPEIN 1S SLIB'jECT TO ALL 7r--- TERNS, AN: CONDITIONS OF SzJC- POLICIES. LM:TS SHgV;\ VAY :AVE BE-='4 RED'JC-ED By PAID CLAIMS. i I i or WSURAticE POLICY NUlnER PODGY EFFECTIVE I POLICY EXPIRATION II DA7E (WkT)OiYV) CATE kkI141DC'er LIMITS .B:LffY I G214E:tAL AGGPECIAIE s3,000,000 SEN_PIAB8502CY002124-1 I' ITY 0/-25-95 07-25-96 1 PRODUCTS . rC1.0,�- A-,G Sl,00,',,Ooo z YS .,'AIDE IAIDE 7] OCCUR PERSONAL & ADY N.'--11Y 5 1 , 0 0.0 1 0 0 0 z & C ?ROT on EAC-1 OC;Cl.)AREN--E $1, 000 , m ,A-.y vri c ls5Q, 000 VED EXp lAny one po 16") $5, 000 Lif-51- TTY I C,: VS NED ;!NG'-E LIMIT 3 TO 10001001 , -93 07-255 �P'!P`so- c�) ) L;T^�S i 1002CY0356-111 -0 7-25- �-90- tPer aGci:tr!) s PROPERTY DANIA3E S 1 CAUTO ONLY - RA ACC-Z)=�r--7 5 IJ 7V DT.4-_-q THAN AJ70 014'-Y: By. EACH ACC "-=-nT S + 3rLITy I EACH OCCuR;DiCE I s J -A F(AM AGGREGATE 3 2!LVMELLA rC=Y. 1 s OTH OkiF--- qSA-*N AND LIA5I.ITv IEL EACH ACC-M-riT $ jTCRIF F— INCL i IEL DISEASE - POLICY L'IVj (,�IJT VE EXCL ADDI. _I EL E-1 SEASE - SA Esl;'L�',YEE 3 --'aeF,S!f7-LNj ATTACHED -n--Emli,TIONS4-0^�AT-.ONS.vFL41CLc_TS:SP=C'-A'L .7-mlAS HO; ...CANCEI LAT101 Ul -0 -D POLICES M CANCELLED BEFORE -iE NTINMON '8EAC-'- S Oj: AN Y OF A.KN�- QeSCR M 11F Ecc-NOMIC DEV. EXPAA-i0N' DATE '.nEREO=. --r-E ;SS -'LNG COWANY WLL 4num MAL 7'1[ STRxET DAYS WRITTEN NO"CAA TO TPE CEAT:FICATE HOLDER KAfAE0 TO THE LE:-T. )11 BI—EACH, CA 926L8 _[A7UTSjORUED REPrESE-T--N!,-;P' Q cI OYS CLUB OF-FOUNTAEN VAT.tZY-q COLICY NUM11 Iti. MUNTIN BEACH, INC / D -1111S r.. Ij 11611 S I-Nj I'll I'VI JAIJUES 1111' 110I.M. I'IL(Mr, IWAIJ lr VA 101,01A.Y. 11 AbDITIONAL 1NS1JR1'fJ--UWNI:115, USSMS OR CONTHAUI.(JUS U0104-0) 'flits andusulloollt I(IodI(1Qs III qlfalwu fliuvidO 1111(lof 1110 IvIluY.J111I.- 7 9 THJE CITY OF HUNTINGTON BEACH, ITS OFFICERS AND EMPLOYEES- C/Q DEPARTMENT OFECONOMIC DEVELOPMENT 2000 MAIN STREET 11UNTING TON BEACH, CA. 92648 (if 110 ptty 1111j)(.-1ifs 11bovI!, Ink.11111-11ioll IMIllifeO [o cullifIN'to 111;5 vIII 1w l'ollow) this 1'd110 Is A - 1.1 MIJU(11:1) 154.,clioll 111 till illMMA thepumi:1 ot Mllthj w, jj�" litj 111jil 111:11111,'d ly of tut I.,jill; ()IJI pf "y0iff %YI) Schodulo, but uIlly w1th fo;Ilia el III NoblIfty W ri INSURED: GIRLS AND BOYS CLUB OF FOUNTAIN VALLEY-HUNTLNGTON -�BACH, -DBA: KID CONNECTION BOYS AND GIRLS CLUBS OF HUNTINGTON VALLEY LIABILITY POLICY 9: 8502CY002124-1 CONVNIERcrAL AUTOS TOBIUE POLICY M I G02CY03 6111 -0 MAY — 7— 9 o T U E 1 2- 2 3 THE B R E N N A N CO P.02 * ti DATE(MMDDIYV) ' _.C�. D, , CERTIFIG E OF LIABILITY INSUR CE s101196 �.. PRODUCER �v� • !� THIS CERTIFICATE 15 ISSUER A5 A MATTER OF lNFORNATION� GRAY —STONE & COMPANY ONLY AND CONFERS NO RIGHTS UPON THE CERTWICAT£ I7011 BEACH BLVD Lx.. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEI'JD OR ALTER THE COVERAGE AFFORDED BY THE POUCIES. BELOW, HL'NTINGTON BEACH, CA 92647 � COMPANIES AFFORDING COVERAGE �^ V COMrANV A GOLDEN EAGLE INSURANCE COMPANY iNSUREOj I�j� I (o/7J 7 l COMPANY BOYS 6 GIRLS CLUBS OF HUNTINGTON VALLEY I COMPANY 9191 POINEER DRIVE C HUNTINGTON BEACH, CA 92646 COMPANY COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ADOVE FOR THE POLICY PLA10D INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CEATIFrCATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO j TYPE OF INSUFIANC$ POLICY NUMBER E [MeA•DOWY) DAY[ [Y1 PDLrGY EfFEC7TY4; 90L1CY LkT+1RATtiDNI LIMITStTR I DATMWODrY _--� -,-- - - -. _. _.. --� .T---- f ---- OENERAL LIABILITY GEN[RAL AG'CACcOATE It F COV?VERC,AL GCNE+AL, ADILITY I FAaDJCTS • COMP!QP AGO F ; `'LAI Vi MADE . OCCUR I I PERSONAL d ADV INJURY 3 _ _ 19w �Ep'S i CONTs1ACTDq'S ►HOT' I EACH OCCvr;.lLtiCE J 5 I I FI96 DAMAGE IAr+r 310(1101 i A I AUTOMOBILE LFASIUTY I +� ANY AUTO I �Y ALL OVINCO AUTOS SCMCOULED AJ-03 W RED AuTCS If . NON-VWK D AUTOS GARAOr LIAMUTY I { ANY AUTO r �- r "CC69 LIADILITY T i W-WELLA FORM ; IOTnER 711AN ur�BR_ELLP FARMWO RKERS COMPENSATION AND —� l FUPLOYERS' LIADILITY If ' MCC Ex? vuw ano eery. m[ f ; COMDINCO SiNCiE LIMIT I�I II i BODILY INJURY tkt I : f [Ppr,7o=An) I` BOOILY -JURY I ` iPar actifti) PROPERTY DAMAOS AUTO ONLY - EA ACCIOCNT ; ., -';_-_,:..-•_~. OTHCRTriANAuTOONLY' EACH ACCIpFN7 I S _ I . _ AGCrCGALTE s £AGM OCCUA!1CNr_e S AOOREOATE I ' TORY LIMIrr - I EA ELgACHACCIDENT I TMFtPROPnIET09V i I INCL I NWC304050-00 ! 05/03/96 05/03/97 1 EL PARTNERS'ExECUTWE .- - - - DINER 1 � I If DESCMPTlOta OF OPlRATIOWLOCAYIOftWVLKICLESMPECUALMEWS _ - I EL DTiuiE -VA EVAPLOYLEl 1— I CERTIFICATEiIOL-UiR 5 ADDITIONAL INSURED::,'CANCELLATION CITY OF HUNTINGTON BEACH ITS AGENTS, SHOULD ANY OF THE &DOVE DESCRIOCO POLICIES OR CANCELLED BEPORf .THE OFFICERS, AND EMPLOYEES, EXPIRATION DATE THEREOA, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 2000 MAIN STREET 3.0 OAYB WRITTEN %"CC TO lKE CERTIFICATE HOLDER HAIRED TO TNL FT. HUNT INGTON BEACH, CA 92648 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO 001.4AY}ON C LiABTry OF Avy. KIND urQH Tr£ Compaw, 1T'S Aatws OR KnE4eHTATrsce. Submitted to: Submitted by: Prepared by: Subject: Date Honorable Mayor and City Council Charles W. Thompson, City Administrato Melvin M. Bowman, Director, Community Services? HUNTINGTON VALLEY BOYS AND GIRLS CLUB AGREEMENT FOR Consistent with Council Policy? [A Yes [ ] New Policy or Exception November 3, 1986 Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: i STATEMENT OF ISSUE The Huntington Valley Boys and Girls Club want to enter into a long-term ground lease for use of McCallen Park to construct and operate a recreation facility. RECOMMENDATION Approve the long-term ground lease agreement with the Huntington Valley Boys and Girls Club for the construction and operation of a facility in McCallen Park and direct Mayor to execute same. ANALYSIS In February, 1977, City Council authorized staff to acquire and develop McCallen Park. On July 11, 1984, the Community Services Commission approved the concept of the Huntington Valley Boys and Girls Club constructing and operating a facility in the park. City Council directed staff on March 4, 1985, to enter into negotiations with the club for a long-term ground lease. The ground lease agreement is for fifty years. It permits the club to build a facility in the park in exchange for the club maintaining the park site and allowing the city to utilize the facility a minimum of twelve days per year. The agreement also- stipulates that the club is responsible for excavation and recompaction, up to a cost of $70,000, that is necessary for the construction of the club facility. Phase I of the park, which includes filling the pond, constructing the storm drain, rough grading of the park site and the purchase and capping of DeLong well #3, will be done this fiscal year. It is anticipated that the actual park development (Phase II) will be accomplished in FY 87/88. FUNDING SOURCE N/A ALTERNATIVE ACTIONS 1. Modify length or term of the agreement. 2. Do not enter into an agreement with the club. PIO 4/84 REQUEST FOR CITY COUNT ACTION Page Two HUNTINGTON VALLEY BOYS AND GIRLS CLUB AGREEMENT FOR McCALLEN PARK ATTArWMrMTC 1. Ground Lease Agreement between the City and Huntington Valley Boys and Girls Club 2. Certificate of Insurance MMB:mb 0706E/30-31 GROUND LEASE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND THE BOYS AND GIRLS CLUB OF HUNTINGTON VALLEY THIS LEASE AGREEMENT is made and executed on �I'vaoAyher 1986, between the CITY OF HUNTINGTON BEACH (CITY), a municipal corporation organized and existing under the laws of the State of California, having as its business address at 2000 Main Street, Huntington Beach, California 92648, herein referred to as LESSOR, and the BOYS AND GIRLS CLUB OF HUNTINGTON VALLEY (CLUB), a non- profit corporation organized and existing under the laws of the State of California having its principal office at 19699 Education Lane, Huntington Beach, California 92646, herein referred to as LESSEE. RECITALS WHEREAS, LESSOR owns McCallen Park, property consisting of five -and -eight -tenths (5.8) acres, lying between Delaware Street and Huntington Street at Wichita Avenue, in the City of Huntington Beach, County of Orange, California, more particularly described in Exhibit A, attached hereto and incorporated herein by this reference; and, The property is currently unimproved parkland, zoned R2-0 by the CITY. LESSEE desires to lease the property for the purpose of constructing a full -service Boys and Girls Club facility thereon and providing the use and services of said facility to the general public and the surrounding community; and, LESSOR desires to lease the property and shall landscape the property. LESSOR shall install walkway lights, but lights for -1- parking and sports fields shall be the responsibility of LESSEE. NOW THEREFORE, the parties covenant and agree as follows: 1. DEFINITIONS. For the purposes of this Lease Agreement and all incorporated documents: a. The term "Land" means and refers to McCallen Park, as described above, including facilities, buildings, parking, land- scaping, signs and appurtenances to be constructed thereon. b. The term "Improvements" means and refers to buildings and other structures, excavations, paving and landscaping and other improvements hereafter erected or placed upon the Land, plus all fixtures,.including trade fixtures, attached thereto; C. The term "Premises" means and refers to the Land and those Improvements located on the Land from time to time; d. The term "Facility" means and refers to the Improvements to be constructed for office, meeting, programs and other usual Boys and Girls Club purposes. 2. LEASE OF PROPERTY; TERM. The Term of this Lease Agreement is fifty (50) years. Such Term shall commence on the date of issuance to LESSEE of a Certificate of Occupancy by the City of Huntington Beach in its governmental capacity. The parties agree to negotiate in good faith for an extension of the Lease Agreement Term at the conclusion thereof. However, the parties are aware of the possible application of California Government Code, Section 37380 to any extension of the Term hereof. -2- 3. WARRANTIES OF TITLE AND QUIET POSSESSION. LESSOR covenants that LESSOR is seized of the land in fee simple and has full right to make this Lease Agreement, and that LESSEE shall have quiet and peaceable possession of the Premises during the Term hereof. 4. PURPOSE. LESSEE shall use the Premises for the usual and customary recreational services and facilities provided by the Boys and Girls Clubs of America, including but not limited to athletic facilities, food and beverage services, cultural facilities and services and other facilities, services and accommodations associated thereto. 5. RENT. In lieu of the payment of monetary rent to LESSOR, LESSEE is required, (at its sole expense and cost), to maintain and supervise the Premises for the entire Term of this Lease Agreement. a. Maintenance Standards. The Premises shall be maintained at all times in strict accordance with CITY'S Arboricultural and Landscape Standard Plans and Specifications, as amended from time to time, issued by and on file with CITY'S Department of Public Works; said plans and specifications are made a part of and incor- porated herein by this reference. b. Maintenance Security Deposit. To insure its faithful and diligent performance of the maintenance requirements set forth herein, LESSEE shall provide LESSOR, upon the date of issuance of a Certificate of Occupancy, with a two thousand dollar ($2,000) -3- cash deposit, payable to LESSOR, to be used by LESSOR to repair and maintain the Premises upon LESSEE'S noncompliance with the maintenance requirements. Should LESSEE fail at any time to maintain the Premises to the required standard, LESSOR may, upon ten (10) days written notice of such noncompliance, enter the Premises and expend whatever sums of LESSEE'S cash deposit as are necessary to return the Premises to the required state of maintenance, within twenty (20) days of LESSOR'S written notice of expenditure and the completion of the required work, LESSEE shall redeposit with LESSOR an amount of cash equal to that expended by LESSOR in returning the Premises to the required state of maintenance, so as to return LESSEE'S main- tenance security deposit to the original two thousand dollar amount. Should LESSEE fail to make up LESSOR'S deposit expenditures within the allotted twenty (20) day notice period, LESSEE shall be in breach of this Lease Agreement and LESSOR shall have the the option of terminating this Lease Agreement as provided in Article 16 herein. If, at the conclusion of the Term, any maintenance security deposit sums remain on deposit with LESSOR they shall be refunded to LESSEE, less any amounts previously expended by LESSOR and not made up by LESSEE as required hereunder. C. Maintenance Deposit Adjustment. LESSOR may require an adjustment in the amount of the maintenance security deposit on the fifth anniversary of the commencement date of the Lease Agreement and on each fifth anniversary of that date thereafter, to reflect any change in the costs of maintaining the Premises. -4- 6. CONSTRUCTION. LESSEE shall construct on the Premises, at its sole risk and expense, a Facility for offices, meetings, programs and other usual Club purposes. This Lease Agreement is made subject to LESSEE'S successful completion of and CITY'S subsequent approval of Facility construction, provided that in any case said construc- tion shall begin no later than two (2) years after the execution of this Agreement and be completed and ready for use no later than three (3) years from execution of this Agreement. The specific requirements pertaining to Facility construction are set forth and more fully detailed in Exhibit B, attached hereto and incorporated herein by this reference. LESSEE shall be responsible for site preparation for the Club's building and parking lot. This shall include, but not be limited to, the necessary excavation and recompaction of these sites. Should the excavation and recompaction cost be greater than $70,000, the parties agree to renegotiate this agreement. 7. hYPOTHECATION. There shall be no hypothecation of the leasehold interest of the LESSEE without the prior written consent of the LESSOR. Any such consent shall not be in any manner deemed to be a waiver of any future right of the LESSOR to approve an additional hypothe- cation. It is the contemplation of the parties that in order to obtain funds to construct the Facility, the LESSEE may be required to pledge, mortgage or otherwise hypothecate its leasehold interest in some reasonable amount which is not foreseeable to the parties at the time of the execution hereof. -5- The consent to hypothecate which is required by this Article shall not be unreasonably withheld and any such consent shall provide that the lender or its designee shall receive all notices of default and shall have the right to cure any defaults which may be cured by the payment of money and that in the event that noncurable defaults occur that LESSOR agrees that it will take and hold the leasehold and not cause the leasehold to merge with its fee ownership and at its sole option will operate or relet the Premises or allow the lender to designate who shall be the tenant under this Lease Agreement. 8. LIENS. a. LESSEE'S Duty To Keep Premises Free Of Liens. LESSEE shall keep all of the Premises and every part thereof, including the Facility and all other Improvements at any time located thereon free and clear of any and all mechanics', materialmen's, and other liens for or arising out of or in connection with work or labor done, services performed, or materials or appliances used or furnished for or in connection with any operations of LESSEE, any alteration, improvement, or repairs or additions which LESSEE may make or permit or cause to be made, or any work or construc- tion, by, for, or permitted by LESSEE on or about the Premises, or any obligations of any kind incurred by LESSEE. LESSEE shall at all times promptly and fully pay and discharge any and all claims on which any such lien may or could be based, and shall indemnify LESSOR and all of the Premises, including Facility and Improvements thereon against all such liens and claims of liens and suits or the proceedings pertaining thereto. W-M b. Contesting Liens. If LESSEE desires to contest any such lien, it shall notify LESSOR of its intention to do so within ten (10) days after the claim for such lien has been filed. In such case, and provided that LESSEE shall on demand protect LESSOR by a good and sufficient surety bond against any such lien and any cost, liability, or damage arising out of such contest, LESSEE shall not be in default hereunder until thirty (30) days after the final determination of the validity thereof, within which time LESSEE shall satisfy and discharge such lien to the extent held valid. However, the satisfaction and discharge of any such lien shall not, in any case, be delayed until execution is had on any judgment rendered thereon, and such delay shall be a default of LESSEE hereunder. In the event of any such contest, LESSEE shall protect and indemnify LESSOR against all loss, expense, and damage resulting therefrom. 9. USES PROHIBITED. LESSEE shall not use or permit the Premises, or any part thereof, to be used for any purpose or purposes that will cause the cancellation of any insurance policy covering the Land, Improvements, Premises or Facility, or any part thereof; nor shall LESSEE sell, or permit to be kept, used, or sold, in or about the Land, Improvements, Premises or Facility any article prohibited by the standard form of fire insurance policies. LESSEE shall, at its sole cost, comply with all requirements, pertaining to the Premises, of any insurance organization or company, necessary for the maintenance of insurance, as herein provided, covering any building appurtenance, activity and/or occurrence at any time on -7- the Premises. 10. CARE AND INSPECTION OF PREMISES/WASTE. LESSEE shall at all times maintain the Premises in conformity with all state and local laws and regulations and to the standards set forth in Article 4(a) herein. LESSOR, through its authorized officers, agents or employees shall have the right to enter the Premises at all reasonable times to view both the state and condition thereof and the conduct of LESSEE'S business. LESSEE shall not suffer, cause or permit waste on the Premises or any part thereof in any manner whatsoever and LESSEE shall save and hold harmless LESSOR from any injury or damage to the Premises caused by LESSEE, its officers, agents or employees. The right to damages from wastes or injury arising from this Article is separate from any responsibility or liability for bodily injury or for property damage caused by third parties, against which LESSEE holds LESSOR harmless under indemnification provisions of this Lease Agreement. 11. INDEMNIFICATION, HOLD HARMLESS, DEFENSE. LESSEE hereby agrees to defend, indemnify and hold harmless LESSOR, its officers, agents and employees, from and against any and all liability, damages, costs, losses, claims and expenses, however caused, resulting directly or indirectly from or connected with LESSEE'S performance of this Lease Agreement (including but -8- not limited to such liability, cost, damage, loss, claim or expense arising from the death of or injury to an agent or employee of LESSEE, subcontractor, or of LESSOR or of damage to the property of LESSEE, subcontractor, or of LESSOR or of any agent or employee of LESSEE, subcontractor or LESSOR), except where such liability, damages, costs, losses, claims or expenses are caused solely by the negligent or wrongful acts of LESSOR or of any of its agents or employees, including negligent omissions or commissions of LESSOR, its agents or employees. 12. INSURANCE. During the entire Term of this Lease Agreement LESSEE shall maintain in full force and effect the following contracts of insurance acceptable in form to the City Attorney. On each fifth anniversary of this Lease Agreement, the city may impose such additional or revised insurance requirements as are consistent with its citywide and general regulations and policies then in force. a. Liability A general liability insurance policy (in which LESSOR is named as an Additional Insured) insuring LESSEE and its officers and employees, while acting within the scope of their duties, against any and all claims arising out of or in connection with this Lease Agreement. The policy shall provide coverage in not less than the following amounts: combined single limit bodily injury and/or property damage of One -million Dollars ($1,000,000.00) per occurrence. Such policy of insurance shall specifically provide that any other insurance carried by LESSOR which may be applicable shall be deemed excess and LESSEE'S insurance primary despite any conflicting provisions in said policy. Liability insurance will be reviewed every five (5) years and limits set by City Council resolution. b. Fire A standard broad form fire insurance policy for full replacement of the Facility itself, as well as the contents thereof, in which the LESSEE is named and in which any and all losses are made payable to LESSEE. The face amount of said policy shall be 100% of building replacement cost, and be in form acceptable to the City Attorney. If. LESSEE does not rebuild or repair the structure LESSEE shall remove all the structure, and return the building pad and surrounding area to its original condition. C. Worker's Compensation LESSEE shall comply with all of the provisions of the Worker's Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Divisions 4 and 5 of the California Labor Code and all amendments thereto and all similar state or federal acts or laws applicable; and shall, independent of and in addition to LESSEE'S covenant to indemnify and hold LESSOR harmless in Article 11 herein, indemnify, defend and hold harmless LESSOR from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including attorney's fees and costs, presented, brought or recovered against LESSOR, for or on account of any liability under any of said acts which may be incurred by reason of LESSEE'S performance of this Lease Agreement. -10- 13. ASSIGNMENT OR SUBLEASE. The interest of the LESSEE in the Premises or the leasehold may not be transferred, assigned, sublet, licensed or otherwise conveyed voluntarily or involuntarily by LESSEE without the prior written consent of LESSOR, which consent shall not be unreasonably withheld'. The merger or restructure of the Huntington Valley Boys and Girls Club shall not be deemed subject to this Article 13. Any attempt of the LESSEE to violate this covenant not to assign this Lease Agreement without such prior written consent shall consti- tute a breach of this Lease Agreement and LESSOR may, at its option, thereupon terminate this Lease Agreement and immediately re-enter and reoccupy the Premises. 14. PROHIBITION OF INVOLUNTARY ASSIGNMENT; EFFECT OF BANKRUPTCY OR INSOLVENCY a. Prohibition of Involuntary Assignment. Neither this Lease Agreement nor the leasehold estate of LESSEE nor any interest of LESSEE hereunder in the Premises or in the Facility or Improvements thereon shall be subject to involuntary assignment, transfer, or sale, or to assignment, transfer, or sale by operation of law in any manner whatsoever (except through statutory merger or consolidation). Any such attempt at involun- tary assignment, transfer, or sale.shall be void and of no effect. b. Effect of Bankruptcy. Without limiting the generality of the provisions of the preceeding Subsection (a) of this Article, LESSEE agrees that in the event any proceedings under the federal Bankruptcy Act or any amendment thereto are commenced by or against LESSEE, and, if against LESSEE, such proceedings shall not -11- be dismissed before either an adjudication in bankruptcy or the confirmation of a composition, arrangement, or plan or reorganiza- tion, or in the event LESSEE is adjudged insolvent or makes an assignment for the benefit of its creditors, or if a receiver is appointed in any proceeding or action to which LESSEE is a party, with authority to take possession or control of the Premises or the business conducted thereon by LESSEE, and such receiver is not discharged within a period of sixty (60) days after this appoint- ment, any such event or any involuntary assignment prohibited by the provisions of the preceding Subsection (a) of this Article shall be deemed to constitute a breach of this Lease Agreement by LESSEE and shall, at the election of LESSOR, but not otherwise, without notice or entry or other action of LESSOR terminate this Lease Agreement and also all rights of LESSEE hereunder and in and to the Premises and also all rights of any and all persons claiming under LESSEE. 15. TAXES. Nothing in this Lease Agreement shall be construed to relieve LESSEE of any obligation to pay any federal, state, county or local license tax or tax which may be imposed or payable by reason of any statute or ordinance, and LESSEE agrees to pay promptly all licenses and taxes and other lawful charges that are imposed by any governmental body or agency including the possessory interest tax imposed upon LESSEE'S use of the Premises. Further, nothing in this Lease Agreement shall be construed as relieving LESSEE of any obligation to obtain and pay any fees required by City for permits or licenses, imposed by any ordinance or resolution of the -12- City. 16. DEFAULT, ABANDONMENT, RIGHT OF RE-ENTRY. Time and each of the terms, covenants and conditions hereof are expressly made the essence of this Lease Agreement. Should LESSEE fail to comply with any of the terms, covenants or conditions of this Lease Agreement, including the maintenance requirements set forth in Article 5 herein, and fail to remedy such default within thirty (30) days after service of written notice from LESSOR so to do if the default may be cured by the payment of money, or commence in good faith to remedy any other default within thirty (30) days and thereafter diligently prosecute the same to completion, or if LESSEE shall abandon or vacate the Premises, LESSOR may, at its option, and without prior notice or demand, terminate this Lease Agreement and enter upon the Premises and take possession thereof and remove all persons therefrom with or without process of law. Upon such termination, LESSEE shall have no further rights hereunder, and all Improvements shall become the property of LESSOR. Upon re-entry LESSOR for any reason other than abandonment LESSOR shall pay to lease a reasonable and fair amount for the building based upon the useful life of the structure taking into account the length of time remaining on the lease. 17. CONDEMNATION. a. Definition of Terms (1) "Taking" means a taking of the Premises or an -13- interest therein pursuant to, or damage related to the exercise of, the power of condemnation and includes a voluntary conveyance to any agency, authority, public utility, person or corporate entity empowered to condemn property in lieu of court proceedings; (2) "Total Taking" means a Taking of the entire Premises or so much of the Premises as to prevent or substantially impair the use thereof by LESSEE for the uses provided in this Lease Agreement, (3) "Partial Taking" means a Taking of only a portion of the Premises that does not constitute a Total Taking; (4) "Date of Taking" means the date upon which title to the Premises, an interest therein, or a portion thereof passes to and vests in the condemnor, the date damage related to the exercise of the power of condemnation is suffered, or the effective date of any order for possession if that order is issued prior to the date title vests in the condemnor; (5) "Award" means the amount of any award made, compen- sation paid, or damages ordered as a result of a Taking; (6) "Total Temporary Taking" means a Total Taking for a temporary term; and, (7) "Partial Temporary Taking" means a Partial Taking for a temporary term. b. Rights LESSOR and LESSEE agree that, in the event of a Taking, all rights between them and in and to an Award shall be as set forth herein, and LESSEE and LESSOR shall have no right to any Award except as set forth herein. -14- c. Total Taking In the event of a Total Taking during the Term, (1) the rights of LESSEE under this Lease Agreement and the leasehold estate of LESSEE in and to the Land shall cease and terminate as of the Date of Taking, (2) LESSEE shall pay to LESSOR any sums due to LESSOR under this Lease Agreement as of the Date of Taking, (3) LESSEE shall receive from the Award those portions of the Award that are attributable to the value of, and paid as compensation for, LESSEE'S interest in the Improvements, and (4) the remainder of the Award shall be allocated between LESSOR and LESSEE as follows: to LESSEE for the value of the Improvements; to LESSOR for the fee value of the Land; and the balance of the Award between LESSOR and LESSEE as their interest shall appear. The value of the Improvements in this context shall mean an amount equal to the replacement cost of said Improvements less depreciated value as of the date the Taking is to be effective. In the event the parties cannot agree upon the depreciated value of the Improvements, such value will be determined by an independent appraiser appointed by, and satisfactory to LESSOR and LESSEE. The expense of such appraisal shall be borne equally by both parties. In the event the parties shall not agree upon said appraiser, the dispute shall be handled as described in Article 26 below. d. Partial Taking In the event of a Partial Taking during the Term, (1) the rights of LESSEE under this Lease Agreement and the leasehold estate of LESSEE in and to the portion of the Land taken shall cease and terminate as of the Date of Taking, (2) LESSEE shall -15- receive from the Award those portions of the Award that are attri- butable to the value of, and paid as compensation for, LESSEE'S interest in the Future Improvements, (3) the remainder of the Award shall be allocated between LESSOR and LESSEE as follows: to LESSEE for the value of the Improvements as defined in Article 17(c) above; to LESSOR for the fee value of the Land; and the balance of the Award between LESSOR and LESSEE as their interest shall appear; and (4) LESSEE agrees to use whatever severance damages it receives by reason of the Partial Taking of Improvements, but not of the Land, to pay the cost of enclosing, if necessary after all severance damages received by LESSOR have been expended to pay the cost of enclosing, any Improvement that is a part of the portion that is not so taken if the Partial Taking causes such Improvements to be no longer fully enclosed, provided that such severance damages are available to LESSOR and are not taken by a mortgage under a mortgage or beneficiary of a deed of trust encumbering the Land. e. Temporary Taking In the event of a Total or Partial Temporary Taking during the Term for a period ending on or before the expiration of the Term this Lease Agreement shall continue in full force and effect, except that the maintenance requirements of Article 5 herein shall abate during the period of same to the extent of the Taking. 18. ALTERATIONS, ADDITIONS AND TRADE FIXTURES. LESSEE shall make no alterations, additions or improvements of any kind to the exterior of the Facility and no major alteration -16- to the interior without the prior written consent of LESSOR, which consent shall not be unreasonably withheld. Major alterations mean construction costs of more than five percent (5%) of the value of the Facility. Ail alterations, additions or improvements shall, at the option of LESSOR, either become a part of the realty and the property of LESSOR and remain upon and be surrendered with the Premises at the expiration or termination of the Term, or be deemed trade fixtures that LESSOR may require LESSEE to remove at the expiration or termination of the Term as hereinafter provided, the LESSEE being obligated to return the Facility to its condition as originally constructed. All articles of personal property and trade fixtures installed by LESSEE on the Premises shall be and remain the property of LESSEE, and may be removed by LESSEE at any time during the Term when LESSEE is not in default under this Lease Agreement, and shall be removed by LESSEE promptly upon the expiration or earlier termination of the Term. 19. USE OF PREMISES - FEES AND CHARGES; HOURS. a. Permitted Uses LESSEE shall use the Premises only for the purposes set forth in Article 4 herein. b. Reasonable Fees and Charges Reasonable fees and charges comparable to those charged at like facilities and for like services within Orange County may be charged for the services provided and for the use of the Facility by the LESSEE. All facilities and services shall be open and available for use by the general public and all public accom- modations laws and regulations will be observed. -17- c. Hours LESSEE shall provide service to the public and remain open for business during such hours as best serve the public. LESSEE'S schedule of the hours when such services are provided shall be submitted to LESSOR'S City Administrator or his designee for prior written approval, which approval shall not be unreasonably withheld, any changes or deviations to such schedule thereafter must be approved in writing by the City Administrator. d. Lessor's Use LESSOR shall, with proper notice to LESSEE, have the right to use the facility 12 days per year and may be granted time in addition to this by LESSEE. 20. UTILITIES. LESSEE shall fully and promptly pay for all water, gas, heat, light, power, telephone service, and other public utilities of every kind furnished to the Premises throughout the Term hereof, and all other costs and expenses of every kind whatsoever of or in connection with the use, operation, and maintenance of the Premises and all activities conducted thereon. LESSOR shall have no responsibility of any kind for any thereof. 21. LESSOR'S RIGHT TO PERFORM. In addition to and notwithstanding any provision of Article 5(b) herein, in the event that LESSEE, by failing or neglecting to do or perform any act or thing herein required to be done or performed, shall be in default hereunder and should such failure continue for a period of ten (10) days after written notice from LESSOR specifying the nature of the act or thing required to be MM r done or performed, then LESSOR may, but shall not be required to, do or perform or cause to be done or performed such act or thing (entering on the premises for such purposes, if LESSOR shall so elect), and LESSOR shall not be or be held liable or in any way responsible for any loss, inconvenience, annoyance, or damage resulting to LESSEE on account thereof, and LESSEE shall repay to LESSOR on demand the entire expense thereof, including compen- sation to the agents and employees of LESSOR. Any act or thing done by LESSOR pursuant to the provisions of this Article shall not be or be construed as a waiver of any such default by LESSEE, or as a waiver of any covenant, term, or condition herein contained or the performance thereof, or of any other right or remedy of LESSOR, hereunder or otherwise. All amounts payable by LESSEE to LESSOR under any of the provisions of this Lease Agreement, if not paid when the same become due as herein provided, shall bear interest from the date they become due until paid at the rate of ten per cent (10%) per annum, compounded annually. 22. COMPLIANCE WITH LAW. LESSEE shall comply with all of the provisions of the State of California Worker's Compensation Insurance and Safety Acts, the applicable provisions of Divisions 4 and 5 of the California Labor Code, and all similar state or federal acts or laws applicable. LESSEE further agrees (1) to comply at its sole cost and expense with the requirements of all municipal, state, federal and other governmental authorities now or hereafter in force, whether by statute, ordinance, rule, regulation or judicial or administrative -19- m T order, decree or judgment, or otherwise, and with the requirements of any board of fire underwriters or other similar body now or hereafter constituted relating to or affecting the condition, use or occupancy of the Premises and (2) to make at its sole cost and expense any additions to, deletions from, or changes in the Premises of whatever nature, including, but not limited to, structural additions, deletions or changes, necessary to comply with such requirements. LESSEE agrees that the judgment of any court of competent jurisdiction or the admission by LESSEE in any action in which LESSEE is a party, whether or not LESSOR may be a party thereto, that LESSEE has violated such requirement shall be conclusive of the fact as between LESSOR and LESSEE. 23. RIGHT TO CONTEST GOVERNMENTAL ORDER. LESSEE has the right to contest by appropriate judicial or administrative proceedings, without cost or expense to LESSOR, the validity or application of any law, ordinance, order, rule, regu- lation or requirement (hereafter called law) that LESSEE repair, maintain, alter or replace the Improvements in whole or in part and LESSEE shall not be in default for failing to do such work until a reasonable time following final determination of LESSEE'S contest. If LESSOR gives notice of request, LESSEE shall first furnish LESSOR a bond, satisfactory to LESSOR in form, amount and insurer, guaranteeing compliance by LESSEE with the contested law and indemnifying LESSOR against all liability that LESSOR may sustain by reason of LESSEE'S failure or delay in complying with the law. LESSOR may, but is not required to, contest any such law independently of LESSEE. LESSOR may, and on LESSEES notice of -20- request shall, join in LESSEE'S contest. 24. DAMAGE, CANCELLATION. If the Facility shall be substantially damaged, LESSEE shall have the option of repairing, replacing or removing said Facility. If the election to remove is made, LESSEE shall give sixty (60) days written notice of such election which shall constitute a termination of this Lease Agreement. 25. DELIVERIES. LESSOR will approve the days and times deliveries may be made to the Premises by LESSEE, LESSEE'S employees, or any other person. To enable LESSEE to have access upon LESSOR'S property, LESSEE must have written consent from LESSOR. 26. ARBITRATION OF DISPUTES. All disputes arising under this Lease Agreement shall be resolved by arbitration, under the rules of the American Arbitration Association. The arbitrators shall be bound by the terms and provisions hereof. Within ten days after notice to the other party of a dispute requiring arbitration, each party shall nominate an arbitrator and each of those chosen shall select a third. The resultant award shall be final and binding. 27. REVERSION OF FACILITY. At the end of the Term the LESSOR shall have the option to require the LESSEE to remove the Facility and to restore the Land to its original condition or to take possession of the Facility in -21- good condition, reasonable wear and tear excepted. 28. REDELIVERY OF PREMISES. LESSEE shall maintain and supervise the Premises, and do all other things required to be done by LESSEE hereunder in the amounts, at the times, and in the manner herein provided, and shall keep and perform all the terms and conditions hereof on its part to be kept and performed, and at the expiration or sooner termination of this Lease Agreement, LESSEE shall peaceably and quietly quit and surrender the Premises to LESSOR in good order and condition subject to the other provisions of this Lease Agreement. In the event of the non-performance by LESSEE of any of the covenants of LESSEE undertaken herein this Lease Agreement may be terminated as herein provided. 29. WAIVER. The waiver by LESSOR of, or the failure of LESSOR to take action with respect to, any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition, or subsequent breach of the same, or any other term, covenant, or condition herein contained. The subsequent acceptance by LESSOR of any performance by LESSEE hereunder shall not be deemed to be a waiver of any preceding breach by LESSEE of any term, conversant, condition of this Lease Agreement, regardless of LESSOR'S knowledge of such preceding breach at the time of acceptance of such performance. -22- 30. REMEDIES CUMULATIVE. All remedies hereinbefore conferred on LESSOR shall be deemed cumulative and no one exclusive of the other, or of any other remedy conferred by law. 31. NOTICES. All notices, demands, or other writings in this Lease Agreement provided to be given or made or sent, or which may be given or made or sent, by either party hereto to the other, shall be deemed to have been fully given or made or sent when made in writing and deposited in the United States mail, registered and postage prepaid, and addressed as follows: Z'0 LESSOR: City Administrator P. O. Box 190 Huntington Beach, California 92648 TO LESSEE: Boys and Girls Club 19699 Education Lane Huntington Beach, California 92646 The address to which any notice, demand, or other writing may be given or made or sent to any party as above provided may be changed by written notice given by such party as above provided. 32. EFFECT OF LESSEE'S HOLDING OVER. Any holding over after the expiration of the Term of this Lease Agreement, with consent of LESSOR, shall be construed to be a tenancy from month to month, on the same terms as required herein for the period immediately prior to the expiration of the Term hereof, and shall otherwise be on the terms and conditions -23- herein specified, so far as applicable. 33. ARTICLE CAPTIONS. The captions appearing under the Article number designations of this Lease Agreement are for convenience only and are not a part of this Lease Agreement and do not in. any way limit or amplify the terms and provisions hereof. IN WITNESS WHEREOF the parties hereto have executed this Lease Agreement on the day, month and year appearing below. DATED: , 1986 A'TEST: City Clerk CITY OF HUNTINGTON BEACH; a municipal corporation Mayor APPROVED AS TO FORM: REVI-' ND .APPROVED: INITIATED AND APPROVED: City Administrator Director of Community Services BOYS & GIRLS CLUB OF HUNTINGTON VALLEY / By_ i� Bylzxl��G)r. i 0778L -24- EXHIBIT "A" McCALLEN PARK DESCRIPTION PARCEL 1 BLOCK 2304 OF EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, THE NORTH 66.00 FEET OF SAID BLOCK. AKA, A.P. #25-071-06, 07 PARCEL 2 THE NORTH 165 FEET OF BLOCK 2204, EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. AKA, A.P. #25-071-08 PARCEL 3 THE NORTH ONE-HALF OF BLOCK 2203 OF EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM, THE NORTH 33 FEET THEREOF. AKA, A.P. #25-071-14 PARCEL 4 THE NORTH 33 FEET OF BLOCK 2203 OF EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS. AKA, A.P. #25-071-15 PARCEL 5 THE SOUTH 33 FEET OF BLOCK 2203, EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. AKA, A.P. #25-071-16 PARCEL 6 THAT PORTION OF BLOCK 2303 OF EAST SIDE VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, ORANGE COUNTY, SHOWN AS PARCELS 2, 3, 4 AND A, ON PARCEL MAP FILED IN BOOK 91, PAGE 32 OF PARCEL MAPS. AKA, A.P. 25-071-40, 41, 42 & 43 EXHIBIT "B" Facility Construction at McCallen Park Pursuant to Article 6 of the Lease Agreement into which this Exhibit "B" is incorporated in full, LESSEE shall construct on the leased Premises, at its sole risk and expense, a full -service Boys and Girls Club facility ("Facility"). Said construction shall be carried out to completion according to and in full compliance with the following terms: 1. GENERAL PROVISIONS (a) LESSEE shall construct on the leased Premises, at its sole risk and expense, a Facility for offices, meetings, programs, cultural events, recreation and other usual Boys and Girls Club (CLUB) purposes. (b) LESSEE shall begin construction of the Facility within two (2) years of the execution of the Lease Agreement and complete construction within three (3) years of ,same. The term of the Lease Agreement shall commence upon the date of issuance of a Certificate of Occupancy for the Facility by the City of Huntington Beach in its governmental capacity. (c) LESSEE shall bear the cost of installation and connection of all utilities appurtenant to the Facility as well as the monthly billings for the use of said utilities. (d) To coincide with the completion of the Facility construc- tion, LESSEE shall construct and complete a parking lot on the Land adjacent to said Facility, as provided for herein. 2. CONDITIONS OF MAJOR CONSTRUCTION (a) Introductory Clause - Before any major work of construc- tion, alteration or repair is commenced on the Facility, and before any building materials have been delivered to the Premises by LESSEE or under LESSEE's authority, LESSEE shall comply with all the following conditions or procure LESSOR's written waiver of the condition or conditions specified in the waiver. (b) Plans and Specifications (1) Delivery to LESSOR - LESSEE shall deliver to LESSOR's City Engineer for LESSOR's approval, eight (8) sets of preliminary construction plans and specifications, prepared by an architect or engineer licensed to practice as such in the State of California, including but not limited to preliminary grading and drainage plans, utilities, sewer and service con- nections, locations of ingress and egress to and from public thor- oughfares, curbs, gutters, parkways, such lighting as need for Club operation, designs and locations for outdoor signs, storage areas and landscaping, all sufficient to enable potential contractors and subcontractors to make reasonably accurate bid estimates and to enable LESSOR to make an informed judgment about the design and quality of con- struction and about any effect on the reversion. All Improvements shall be constructed within the exterior property lines of the Premises; provided that required work beyond the Premises on utilities, access and conditional use requirements do not violate this provision. With the plans, LESSEE shall deliver to LESSOR the certificate of the person or persons who prepared said plans and specifications certifying either that they have been fully paid for by LESSEE or that the -2- preparer is waiving payment and is also waiving any right to a lien for their preparation. (2) LESSOR's Approval - LESSOR shall not unreasonably disapprove preliminary plans and specifications. Approval or disapproval shall be communicated in the manner provided in Article 31 of the Lease Agreement, disapproval to be communicated in the same manner and accompanied by specification of the grounds for disapproval; provided that LESSOR's failure to disapprove within forty-five (45) days after delivery to LESSOR shall be conclusively considered to be approval. LESSEE shall not deliver working drawings to any governmental body for a building permit until preliminary plans are approved as set forth in this paragraph. Following LESSOR's first or any subsequent disap- proval, LESSEE may elect (1) to submit revised plans and specifi- cations or (2) to give notice contesting the reasonableness of LESSOR's disapproval. A contest of reasonableness shall be deter- mined in accordance with the terms of Section 3 below. If the reasonableness of LESSOR's disapproval is sustained, LESSEE shall perform as in (1) above; if it is not sustained, the plans and specifications shall be considered approved. (3) LENDER's Approval - Upon LESSOR's approval of preliminary plans and specifications, LESSEE shall deliver to LESSOR's City Engineer the written approval of the plans and specifications by the financial institution that shall have made the commitment for financing the construction. (4) Final Plans and Specifications - LESSEE shall prepare final working plans and specifications substantially conforming to preliminary plans previously approved by LESSOR, submit them to the appropriate governmental agencies for approval, and deliver to LESSOR eight (8) complete sets as approved by the governmental agencies. Changes from the preliminary plans shall be considered to be within the scope of the preliminary plans if they are not substantial or if they are made to comply with sug- gestions, requests or requirements of a governmental agency or official in connection with the application for permit or approval, and if they do not depart substantially in size, utility or value from the minimum requirements of LESSOR. (c) Notice of Intent to Construct LESSEE shall notify LESSOR's City Engineer of LESSEE's intention to commence a work of Improvement at least thirty (30) days before commencement of any such work or delivery of any materials. The notice shall specify the approximate location and nature of the intended Improvements. LESSOR shall have the right to post and maintain on the Premises any notices of nonrespon- sibility provided for under applicable law and to inspect the Premises in relation to the construction at all reasonable times. (d) LESSOR's Approval of General Contractor LESSEE shall furnish LESSOR's City Engineer with a true copy of LESSEE's contract with its general contractor and with evidence of the general contractor's financial condition for LESSOR's approval. The contract shall give LESSOR the right but not the obligation to assume LESSEE's obligation and rights under that contract if LESSEE should default.. LESSOR may disapprove by notice given within thirty (30) days following delivery of the copy of the contract; the notice shall -4 specify the grounds for such disapproval. LESSOR shall not unreasonably disapprove and shall be considered to have approved in the absence of notice of disapproval given within thirty (30) days after LESSEE furnishes the contract and evidence specified above. If LESSEE elects to act -as general contractor, reference above to contract and evidence shall be considered to apply to the subcontractor of each subcontract in excess of $500,000. (e) Approval of Construction (Interim) Financing (1) Documentation - LESSEE shall deliver to LESSOR's City Engineer true copies of all documents to evidence the com- mitment of financing for any new construction. "Financing" includes both the construction (or interim) financing and the take-out (also called permanent or long-term) loan. LESSOR may require by notice that no construction commence until the take-out financing is firmly committed but may disapprove the financing only if it violates an express provision of the Lease Agreement. (2) LESSOR's Right to Assume LESSEE's Financing LESSOR shall have the right but not the obligation to assume LESSEE's financing for any Improvements on the Premises. LESSEE shall cause the lender to execute all documentation facilitative of this right. LESSOR's exercise of this right shall not consti- tute a waiver of any other right LESSOR may have against LESSEE, any surety or guarantor, or anyone else. (f) Assurance of Completion (1) Completion Bond or Voucher System - LESSEE shall furnish LESSOR a bond as described below, if and promptly after, LESSOR gives notice of demand within thirty (30) days after LESSEE has complied with all the foregoing conditions of major construc- tion. The bond shall be that of a responsible surety company, licensed to do business in California, in an amount not less than the construction contract value and shall remain in effect until the entire cost of the work shall have been paid in full and the new Improvements shall have been insured as provided in the Lease Agreement. The bond shall state the following: (i) That it is conditioned to secure the completion of the proposed construction, free from all liens and claims of contractors, subcontractors-, mechanics, laborers and materialmen for six months following commencement of occupancy; (ii) That the construction work shall be effected by LESSEE, the general contractor, or, on their default, the surety; (iii) That in default of such completion and payment, such part of the amount of the bond as shall be required to complete the work shall be paid to LESSOR as liquidated and agreed damages for the nonperformance of LESSEE's agreements, it being agreed that the exact amount of LESSOR's damages is difficult and impractical to ascertain; and (iv) That the surety will defend and indemnify LESSOR against all loss, cost, damage, expense and liability arising out of or connected with the work Improvement. LESSOR may, but shall not unreasonably, disapprove the bond. The bond shall be deemed approved unless notice of disapproval is given within thirty (30) working days after receipt of the proposed bond. (2) Approval of Disbursement as an Alternate to the Furnishing by LESSEE of a Completion Bond - LESSOR shall have the right to approve the method of disbursing the construction loan -. 6 - funds during the period of construction and may monitor such disbursements to ensure itself that no liens are asserted against its fee ownership or the leasehold. (g) Required Governmental Permits LESSEE shall procure and deliver to LESSOR's City Engineer at LESSEE's expense evidence of compliance with all then applicable codes, ordinances,' regulations and requirements for permits and approvals, including but not restricted to a grading permit, building permits, zoning and planning requirements and approvals from various governmental agencies and bodies having jurisdiction; provided, however, that the Environmental Impact Report (EIR) for the Facility shall be at the sole cost and expense of the LESSOR. (h) Builder's Risk and Other Insurance LESSEE shall deliver to LESSOR certificates of insurance acceptable in form to the. City Attorney evidencing coverage for "Builder's Risk" coverage in the amount of $1,000,000.00 CSR, evidence of worker's compensation insurance with limits of $100,000 covering all persons employed in connection with the work and with respect to whom death or bodily injury claims could be asserted against LESSOR or the Premises. Further, LESSEE shall provide evidence that LESSEE has paid or caused to be paid all premiums for the coverage described above in this paragraph and any increase in premiums on insurance provided for in Section 3 below, sufficient to assure maintenance of all insurance above during the anticipated course of the work. LESSEE shall maintain and keep in force and pay all premiums required to maintain and keep in force all insurance above at all times during which such -7- work is in progress. 3. COMPLETION• (a) Diligent Prosecution to Completion. Once the work on the Facility and Improvements are begun, LESSEE shall with reasonable diligence prosecute to completion all construction thereof. The work set forth herein shall be completed and ready for use within three years after commencement of construction, provided that the time for completion shall be extended for as long as LESSEE shall be prevented from completing the construction by delays beyond LESSEE's control; but failure, regardless of cause, to complete construction within six years following the commencement date of the Lease Agreement, at LESSOR's election exercised by notice, shall terminate the Lease Agreement. All work shall be performed in a good and workmanlike manner, shall substantially comply with plans and specifications submitted to LESSOR as required herein and shall comply with all applicable government permits, laws, ordinances and regulations. (b) Protection of LESSOR Against Cost of Claim. LESSEE shall pay or cause to be paid the total cost and expense of all works of improvements, as that phrase is defined in the Mechanics' Lien Law in effect at the place of construction when the work begins. No such payment shall be construed as rent. LESSEE shall not suffer or permit to be enforced against the Premises or any part of it any mechanic's, materialman's, contractor's, or subcontractor's lien arising from any work of improvement, however it may arise. However, LESSEE may in good faith and at LESSEE's own expense contest the validity of any such asserted lien, claim, or demand, provided LESSEE has furnished the bond required in California Civil Code, Section 3143 (or any comparable statute hereafter enacted for providing a bond freeing the Premises from the effect of such a lien claim). (c) Notice of Changes in Plans. On completion of any Improvement, LESSEE shall give LESSOR's City Engineer notice of all changes in plans and specifications made during the course of the work. LESSOR acknowledges that it is common practice in the construction industry to make numerous changes during the course of construction on substantial projects. Changes that do not substantially alter plans and specifications previously approved by LESSOR do not constitute a breach of LESSEE's obligations. 4. RELIEF FOR SUBSTANTIAL LOSS OF AREA: If any damage to or destruction of the Premises or the Improvements is such that fifty percent (50%) of the area is rendered unusable for purposes stated in the Lease Agreement, LESSEE may, at LESSEE's election, delay the work required above for not to exceed six (6) months. Nothing contained in this Section 4 shall be construed to negate or modify any provision of the Lease Agreement as to damage or destruction during the final year(s) of the Term. PARKING FACILITY: LESSEE shall construct on the Premises and adjacent to the Facility a parking lot with spaces not less than required to cover City's parking ordinance although additional spaces may be added with LESSOR's approval. LESSOR, at its expense, may add more spaces to the parking lot to satisfy park needs. The cost of the parking lot shall be divided between LESSOR and LESSEE on a percentage basis. LESSEE's percentage shall be calculated by taking the total number of parking spaces divided into the number of parking spaces required by the City's parking ordinance, plus additional LESSEE spaces if any for LESSEE's Facility ("LESSEE's Percentage") and multiplying the quotient obtained by the cost of the parking lot. LESSOR shall pay to LESSEE the difference between the total cost of the parking lot and the LESSEE's share as described above. The cost of maintenance of the parking lot shall be borne by both parties on a percentage basis with LESSEE paying the product obtained by multiplying the cost of maintenance by the LESSEE's percentage. 6. INDEMNIFICATION, DEFENSE, HOLD HARMLESS - FACILITY AND IMPROVEMENT CONSTRUCTION: LESSEE hereby agrees to protect, defend, indemnify and hold and save harmless LESSOR, its officers, agents and employees against any and all liability, claims, judgments, costs and demands, however caused, including those resulting from death or injury to LESSEE, officers, agents and employees, its contractor, if any, subcontractor, and damage to property, arising directly or indirectly out of the obligations herein undertaken by LESSEE, or out of the operations conducted by LESSEE, its officers, agents and employees, contractor, if any, and subcontractors, regardless of the active or passive nature of any negligence by LESSOR, save and except those which arise out of the sole negligence or sole willful misconduct of LESSOR. LESSEE will defend any such suits at the sole cost and expense of LESSEE when requested by LESSOR, and any costs of defense or attorney's fees incurred by LESSOR in enforcing this obligation will be reimbursed to LESSOR or may be awarded to LESSOR by a court of competent jurisdiction. 0778L -10- CITY OF HUNTINGTON 2000 MAIN STREET OFFICE OF THE CITY CLERK November 5, 1986 Boys & Girls Club 19699 Education Lane Huntington Beach, CA 92646 Attn: Jay D. Stout CALIFORNIA 92648 The City Council of the City of Huntington Beach at its regular meeting held November 3, 1986 approved the .Ground Lease Agreement between the City of Huntington Beach and the Boys and Girls Club of Huntington Valley. Enclosed is a duly executed copy of said agreement. Please call the Community Services Department for further information. Alicia M. Wentworth City Clerk AMW:CB: bt CC: Max Bowman, Dir. Development. Services Wayne Lee, Finance 0. C. Assessor ( Telephone: 714-536-5227 )