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HomeMy WebLinkAboutMetropolitan Area Advisory Committee on Anti-Poverty in San Diego County Inc dba MAAG Project; 2014-06-02;AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR PRE-SCHOOL PROGRAMMING METROPOLITAN AREA ADVISORY COMMITTEE ON ANTI-POVERTY IN SAN DIEGO COUNTY, INC. This Amendment No. 2 is entered into as of the I 8'. day of AP(L.( L-, 2018, but effective as of the 1st day of July, 2018, extending the agreement dated July 1, 2014 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"}, and Metropolitan Area Advisory Committee On Anti- Poverty In San Diego County, Inc. dba "MAAC Project," a non-profit corporation, ("Lessee"). RECITALS A. WHEREAS, the City and MAAC entered into that certain Agreement, dated July 1, 2014 for the real for a portion of the property located at 3368 Eureka Place, Carlsbad, California, 92008, which said Agreement was amended by the Ratification of Amendment No. 1 dated December 5, 2017 extending the term of the Agreement for one year. B. WHEREAS, the parties desire to exercise the final option to extend the Agreement for a period of one ( 1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Lessee agree as follows: 1. That the Agreement, is hereby extended for a period of one (1) year ending on June 30, 2019. 2. Section 1 : TERM of the lease is deleted in its entirety and replaced with the following language: 1. TERM: The term of the lease shall be for a period of one (1) year commencing on July 1, 2018, and ending on June 30. For purposes of the approval and execution of the final one-year option to renew, the City Manager, or his designee, is hereby authorized to act on behalf of the City of Carlsbad. 3. Section 2(a): RENT of the lease is deleted in its entirety and replaced with the following language: 2. RENT: (a) As and for the rent, Lessee agrees to pay to Lessor the sum of nine thousand six hundred fifty dollars and sixty-five cents ($9,650.65) per month for term of this one year extension. On or before July 1, 2018 the first payment of $9,650.65 per month will be paid and all subsequent payments shall be payable in advance on or before the first day of each month during the term of this Agreement. 4. All other provisions of the Agreement will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Lessee pursuant to the Agreement will include coverage for this Amendment. City Attorney Approved Version 1 /30/13 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Lessee each represent and warrant that they have the legal power, right and actual authority to bind Lessee to the terms and conditions of this Amendment. MAAG Project By: 1 ., (sign here) Us11N 1?1s 0C-G fft6S1QeN? -t cm ' (print name/title) By: (sign here) (print name/title) ATTEST: "'~ J/LdwJ · BARBARA ENGLESON I ity Clerk If required by City, proper notarial acknowledgment of execution by Lessee must be attached. !f a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: ::LIA ~~ttomey Assistant City Attorney City Attorney Approved Version 1/30/13 2 MAACP-2 OPID· CLC ACORD. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 07/20/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 619-937-0164 EI.J~!~CT Rancho Mesa Insurance Services Rancho Mesa Insurance Services 250 Riverview Parkway #401 PHONE 619-937-0164 (AIC, No, Ext): I tffc, Nol: 619-937-0168 Santee, CA 92071 ~nMn1f\acc. Sam Brown INSURERISl AFFORDING COVERAGE NAIC# INSURER A: Philadelphia Indemnity Ins Co 18058 INSURED Metropolitan Area Advisory INSURER B : Redwood Fire & Casualty 11673 Committee on Anti-Poverty of INSURER C : Lloyds of London San Diego County, Inc. Dba: MAAC Project (Cont Pg 2) 1355 Third Avenue INSURER D: Chula Vista, CA 91911 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE 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. 1~m TYPE OF INSURANCE ~.r?.!'~ ~.!!~~ POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -D CLAIMS-MADE CR] OCCUR DAMAGE TO RENTED 100,000 X PHPK1847110 07/01/2018 07/01/2019 PREMl<::F<:: /Fo ace, ,~once\ $ MED EXP !Anv one oersonl $ 5,000 - PERSONAL & ADV INJURY $ 1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ==i POLICY O ~r8r [Kl LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: Ded. $ 0 A ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT /Ea accident\ $ 1,000,000 X ANY AUTO PHPK1847110 07/01/2018 07/01/2019 BODILY INJURY !Per oersonl $ -OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY !Per accident\ $ -- X HIRED X NON-OWNED 1P~9~tc~Jeit~AMAGE $ -AUTOS ONLY AUTOS ONLY Comp/Coll $ 500/1,000 A X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 10,000,000 -PHUB637733 EXCESS LIAB CLAIMS-MADE 07/01/2018 07/01/2019 AGGREGATE $ 10,000,000 ./ DED I X I RETENTION$ 10,000 $ B WORKERS COMPENSATION XI t\%llTF I I fJH-AND EMPLOYERS' LIABILITY Y/N MEWC919576 07/01/2018 07/01/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory In NH) E.L DISEASE -EA EMPLOYEE $ 1,000,000 ~m;~ftir8~ ofOPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 A Professional Liab. PHPK1847110 07/01/2018 07/01/2019 Limit $1M/$2M / A Abuse Liab. PHPK1847110 Limit $1M/$2M DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) RE: OPERATIONS OF THE NAMED INSURED AS CERTIFICATE HOLDERS INTEREST MAY ~~rti~ tJJ~f.,~1 Tfs j\'?MfJ0Wft11~s<rii~gi~~~M~~ ~~CL~~~~9~f-CERTIFICATE CERTIFICATE HOLDER CANCELLATION CITYCA3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF CARLSBAD 1635 FARADAY AVE. CARLSBAD, CA 92008 AUTHORIZED REPRESENTATIVE I ~C- ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NOTEPAD 1NSURED's NAME Metropolitan Area Advisory Named Insureds: Dba: MAAC Project; Metropolitan Area Advisory Committee Committee on Anti Poverty of San Diego County, Inc. C Charter School, LLC C Community Center, Inc. C Housing Corporation Carlsbad Laurel Tree Apartments, LP yberry Townhomes, LP yberry, Inc. ercado Apartments, LLC C Mercado Apartments, LLC C President John Adams Manor, LLC MAACP-2 OP ID: CLC PAGE 2 Date 07/20/2018 PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization (Additional Insured): City of Carlsbad Effective Date: 7/1/18 SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional lnsured's limits of insurance do not increase our limits of insurance, as described in SECTION Ill -LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. RATIFICATION OF AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR PRE-SCHOOL PROGRAMMING METROPOLITAN AREA ADVISORY COMMITTEE ON ANTI-POVERTY IN SAN DIEGO COUNTY, INC. This Ratification of Amendment No.1 is entered into as of the 5-t,n day of De.c~mber-, 2017, but effective as of the 1st day of July, 2017, extending the agreement dated July 1, 2014 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Metropolitan Area Advisory Committee On Anti- Poverty In San Diego County, Inc. dba "MAAG Project," a non-profit corporation, ("Lessee"), for a portion of the property located at 3368 Eureka Place, Carlsbad, California, 92008. RECITALS A. The Agreement, as amended, expired on June 30, 2017 and Lessee continued to operate and use the premises located at 3368 Eureka Place, Carlsbad, CA 92008 without the benefit of an agreement; and D. The parties desire to extend the Agreement for a period of one ( 1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Lessee agree as follows: 1. The retroactive extension of the Agreement is ratified. 2. That the Agreement, is hereby extended for a period of one (1) year ending on June 30, 2018. 3. Section 1 : TERM of the lease is deleted in its entirety and replaced with the following language: 1. TERM: The term of the lease shall be for a period of one (1) year commencing on July 1, 2017, and ending on June 30, 2018 with one (1) one-year option to renew. Upon the expiration of this lease, Lessee may request and Lessor may grant, at its sole discretion and option, the renegotiation of lease terms. For purposes of the approval and execution of the final one-year option to renew, the City Manager, or his designee, is hereby authorized to act on behalf of the City of Carlsbad. 4. Section 2(a): RENT of the lease is deleted in its entirety and replaced with the following language: 2. RENT: (a) As and for the rent, Lessee agrees to pay to Lessor the sum of nine thousand six hundred fifty dollars and sixty-five cents ($9,650.65) per month for term of this one year extension. On or before July 1, 2017 the first payment of $9,650.65 per month will be paid and all subsequent payments shall be payable in advance on or before the first day of each month during the term of this Agreement. City Attorney Approved Version 1 /30/13 5. All other provisions of the Agreement will remain in full force and effect. 6. All requisite insurance policies to be maintained by the Lessee pursuant to the Agreement will include coverage for this Amendment. 7. The individuals executing this Amendment and the instruments referenced in it on behalf of Lessee each represent and warrant that they have the legal power, right and actual authority to bind Lessee to the terms and conditions of this Amendment. MMC Project ATTEST: By: (sign here) City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Lessee must be attached. !f a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: City Attorney Approved Version 1 /30/13 2 since 1965 SECRETARY'S CERTIFICATE 1355 Third /\vforiue CiH .. dG Vista, CA 91911 (619) 426-3595 800 W. Los Vallecitos 8:>Lilevarci San Marcos. CA 92069 (760) 471-4210 111v.1'/1.maacprnjer.:t O(Q I, Michelle D. Soltero, do hereby certify that I am Secretary of the Metropolitan Area Advisory Committee on Anti-Poverty of San Diego County, Inc. dba MAAC, a California Corporation (the "Company"), and CERTIFY: 1. That Arnulfo Manriquez serves as President & CEO of the Company and continues to hold such position; and 2. That pursuant to the hiring of Arnulfo Manriquez as President and CEO of the Company, effective February 1, 2012 and in accordance to the Company By-Laws, Arnulfo Manriquez is authorized to bind the Company in any and all corporate and/ or financial agreements. IN WITNESS WHEREOF, I have hereunto subscribed my name this 27th day of January, 2016. Michelle D. Soltero, Board Secretary A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, "and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego Subscribed and sworn to (or affirmed) before me on this 27th day of January, 2016, by Michelle D. Soltero, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. (Seal) ,,.,,., ., ELSA ROTH Commission No. 2078601 ~ NOTARY PUBLIC -CALIFORNIA !!? SAN DIEGO COUNTY ~ Commission Expires August ~8, 2018 ~ E.c\ucat]on Elsa Roth, Notary Public Health & \Ve!\ness Houslilg Maximizing self sufficiency with families and individuals through high-quality programs & advocacy in our communities. RECORDING REQUESTED BY: Carlsbad City Clerk's Office WHEN RECORDED MAIL TO: City Clerk City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 DOC # 201 4-02751 38 I 1111111111111111111111111111111111111111111111111111111111111 IIII IIII JUL 01, 2014 4:59 PM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE Ernest J. Dronenburg, Jr., COUNTY RECORDER FEES: 24.00 DC: NA PAGES: 4 SPACE ABOVE THIS LINE FOR RECORDER'S USE City of Carlsbad MEMORANDUM OF LEASE City of Carlsbad and Metropolitan Area Advisory Committee on Anti-Poverty in San Diego, dba "MAAC Project" APN: 205-112-37-00 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Carlsbad City Clerk's Office 1200 Carlsbad Village Drive Carlsbad, CA 92008 MEMORANDUM OF LEASE Exhibit 4 This Memorandum of Lease, hereinafter "Memorandum", dated r<..ft':E 2--, 201 <-{ 2014, between the CITY OF CARLSBAD, (LESSOR) and Metropolitan Area Advisory Committee on Anti-Poverty in San Diego, Inc., dba "MAAC Project" (LESSEE) concerns the Leased Premises located at 3368 Eureka Place, Carlsbad, California 92008, Assessor's Parcel Number 205-112-37-00. For good and adequate consideration, LESSOR leases the Leased Premises to LESSEE for the term and on the provisions contained in the Lease dated ~ :z._ 2..01 '1 , 2014, the Memorandum of which is recorded hereby, including without limitati~n provisions prohibiting assignment, subleasing, and encumbering said leasehold, as more specifically set forth in said Lease, which said lease is incorporated in this Memorandum by this reference. The term of this lease is three (3) years beginning July 1, 2014 and ending June 30, 2017 with two (2) additional one (1) year periods granted, at the sole discretion and option of the LESSOR. Rent is due and payable on or before the first day of each and every month and is to be delivered to the Finance Department of the City of Carlsbad at 1635 Faraday Avenue, Carlsbad, California 92008. The initial monthly rent is nine thousand ninety four dollars and two cents ($9,094.02) per month. This Memorandum is not a complete summary of the Lease. Provisions in this Amended Memorandum shall not be used in interpreting the Lease provision. In the event of conflict between this Memorandum and other parts of the lease, the other parts shall control. IN WITNESS WHEREOF, each of the undersigned has executed this Memorandum as of the dates set forth in the respective notary acknowledgements attached hereto. LESSEE: MAAC PROJECT Print Name: ARNULFO MANRIQUEZ --------------,1--+- PRES l DENT/ CEO Title: -------------- By:--------------- Print Name: ------------ Title: ____________ _ Ill Ill LESSOR: CITY OF CARLSBAD, A CHARTERED MUNICIPAL CORPORATION .· 1 / d7 By: /J#d/ //~/ Print Name: Matt Hall -=~~~~------ Title __ r_vl_a_,_y_o_r _________ _ CA 4/9/2014 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of SaV\ l)i ~D On zJ' U-hl., 10, 1.011 before me, _N\__.__O_Y"i-+-'tv\:....=........,-'------iH-L---------L=.-'-'----=--'1----+,--lL=--~G::...___ __ _ personally appeared ------~-vi~±t~~tt~a~l \ _________________ _ who proved to me on the basis of satisfactory evidence to be the person~) whose name~) is/afe-subscribed to the within instrument and acknowledged to me that he/sh0/fhe:,' executed the same in his/h@r/tkeir authorized capacity(~), and that by his/h@r/their signature8,) on the instrument the person(-i.-), or the entity upon behalf of which the person8B acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MORGEN FRY WITNESS my hand and official seal. s,~J~1.L~Jh___lo/r ~ ;;t . Commission # 1918442 ~ •1~.;_•:" . Notary Public -CaliJornia f z ~, ..,. San Diego County .. t ~ ~ ~ .. Ml S0T'lli txtr: ge5 t4}&1!I (Notary Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT Number of Pages __ Document Date ____ _ (Additional information) CAPACITY CLAIMED BY THE SIGNER D Individual (s) D Corporate Officer (Title) D Partner(s) D Attorney-in-Fact D Trustee(s) D Other ---------------- 2008 Version CAPA v12.10.07 800-873-9865 www.NotaryClasses.com INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed m California must contain verbiage exactly as appears above 111 the notary sectl(J/1 or a separate acknowledgment form must be properly completed and attached to that document. The on(v exception is if a document 1s to be recorded outside of California. In such instances, any a/temauve acknowledgment verbiage as may be printed on such a document so long as the verbiage does not reqwre the notary to do something tha1 is illegal for a nota1:v in Californ,a (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper not anal wording and auach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural fonns by crossing off incorrect forms (i.e. l½e/she/!liey, is i!lfe) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. •!• Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. •!• Indicate title or type of attached document, number of pages and date. •!• Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document ACKNOWLEDGMENT State of California County of San Diego ) on June 2, 2014 before me, Francia MG Baluca, Notary Public (insert name and title of the officer) personally appeared Arnulfo Manriquez who proved to me on the basis of satisfactory evidence to be the person~ whose namets, is/.-Fe subscribed to the within instrument and acknowledged to me that he/sheftlie'V executed the same in his/b$1tl=te+r authorized capacityftes}, and that by his.lb0r:-i'H,eir signature~ on the instrument the persones,, or the entity upon behalf of which the person~ acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~~ (Seal) Description of Attached Documents .1·· .. · FRANCIA MG BALUCA ~ -• COMM.# 2002533 II) -'iJ NOTARY PUBL!C-CALIFORNIA (fl l , SAN DIEGO COUNTY : 4 MY COMM. 4 EXP. DEC. 30, 2016 t Title or Type of Document: City of Carlsbad Lease to MAAC of property located at 3368 Eureka Place, Carlsbad, CA 92008 Document Date: 06/02/2014 Number of Pages: 15 AGREEMENT THIS AGREEMENT ("Agreement"), made and entered into this a."'P day of ~<>M-2014, by and between the City of Carlsbad, hereinafter called "Lessor", and Metropolitan Area Advisory Committee on Anti-Poverty in San Diego County, Inc. dba "MAAC Project," a non-profit corporation "Lessee", for a portion of the property located at 3368 Eureka Place, California, 92008. WITNESETH: WHEREAS, the City of Carlsbad is the owner of the real property located at 3368 Eureka Place, Carlsbad, California, 92008; and WHEREAS, the property consists of two separate buildings/spaces including the building occupied by the Carlsbad Learning Center at the front of the property and a preschool building at the rear of the property; and WHEREAS, Lessee desires to continue to lease from Lessor said preschool building ("Leased Premises") totaling approximately 4,800 square feet and an adjacent play yard to operate a "Head Start" preschool program; NOW, THEREFORE, it is understood and agreed by and between the parties hereto as follows, to wit: Lessor shall lease said Leased Premises to Lessee for the term of this lease and upon the conditions as follows: 1. TERM: The term of the lease shall be for a period of three (3) years commencing on July 1, 2014, and ending on June 30, 2017 with two (2) one (1) year options to renew. Lessee shall be entitled to conduct business prior to commencement date. Upon the expiration of this lease, Lessee may request and the Lessor may grant, at its sole discretion and option, the renegotiation of lease terms. 2. RENT: (a) As and for the rent, Lessee agrees to pay to Lessor the sum of nine thousand ninety four dollars and two cents ($9,094.02) per month for the first year. On or before July 1, 2014 the first payment of $9,094.02 per month will be paid and all subsequent payments shall be payable in advance on or before the first day of each and every month during the term of this Agreement. (b) Rent shall be delivered to the Finance Department of the City of Carlsbad at 1635 Faraday Avenue, Carlsbad, California, 92008. The designated place of payment and filing may be changed at any time by Lessor upon ten (10) MAAC Project Lease Agreement 2 days written notice to Lessee. Lessee assumes all risk of loss if payments are made by mail. (c) In the event Lessee is delinquent in remitting the rent due in accordance with the rent provisions of this lease, then the rent not paid when due shall bear interest at the rate of ten per cent (10%) per annum from the date due until paid. Provided, however, that the City Manager of the City of Carlsbad shall have the right to waive for good cause any interest payment upon written application of Lessee for any such delinquency period. (d) Lessee agrees to pay two percent (2%) annual increases in monthly lease payments beginning the 1st day of July 1, 2014, and annually thereafter for the term of the lease period. Year 2: Year 3: $9,275.90 $9,461.42 (e) Lessee agrees to pay a Security Deposit in the amount of one month's rent or nine thousand ninety four dollars and two cents ($9,094.02) to be paid upon execution of this Agreement. Lessee shall submit the Security Deposit in the form of a bank or cashier's check simultaneously, and or in conjunction with the signed Agreement. Lessor shall not cash nor deposit Security Deposit until the Agreement is signed by Lessor, resulting in the full execution of this Agreement. Security Deposit shall be held in an interest bearing account in which upon expiration of this lease, Lessor shall retain all interest accrued over said lease term. Lessor shall not be required to keep the Security Deposit separate from its general accounts. If Lessee fails to pay Rent, or otherwise defaults under this lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of said Security Deposit, Lessee shall within ten (10) days after written request therefore deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Agreement. When the Base Rent increases during the term of this Agreement, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as initial Security Deposit bore to the initial "Base Rent" 3. USE: Lessee agrees that the Leased Premises shall, be used only and exclusively for a preschool program and for no other purposes whatsoever without the written consent of Lessor. 4. EARLY TERMINATION: Lessee or Lessor shall each have a right to terminate this Agreement after the initial three (3) years of the lease term by MAAG Project Lease Agreement 3 giving written notice to the other party ninety (90) days prior to the expiration of the initial three year term. Upon termination by either party, Lessee shall remain responsible for all Rent and other charges owing on the date of termination as well as any late payment charges accruing thereafter. 5. LOSS OF FEDERAL FUNDING: In the event Lessee's federal funding from the Department of Health and Human Services office of Administration for Children and Families is terminated, Lessee may terminate this Agreement after the initial twelve (12) months of the lease term with ninety (90) days prior written notice to Lessor along with written documentation of the loss of funding and the reasons therefor. In the event of loss of funding Lessee agrees to forfeit the Security Deposit provided pursuant to section 2 (e) of this Agreement beginning on July 1, 2014. 6. IMPROVEMENTS: Lessee may, at its own expense, make additional interior alterations or changes in the Leased Premises or cause to be built, made or installed thereon any structures, machines, appliances, utilities, signs or other improvements necessary or desirable for the use of said Leased Premises and may alter and repair any such structures, machines or other improvements; provided, however, that no alterations and changes shall be made and no structures, machines, appliances, utilities, signs or other improvements shall be made, built or installed, and no major repairs thereto shall be made except upon obtaining prior written approval from the City of Carlsbad City Manager and all necessary permits from the City of Carlsbad. Such installation will be solely at the expense of Lessee and the work performed with proper City of Carlsbad permits. Lessee will be permitted to paint the exterior of the Leased Premises in accordance with standards acceptable to Lessor and with prior written approval of City of Carlsbad Municipal Property Manager. Lessee shall be responsible for manufacturing and installation of any signage in accordance with the signage regulations of the Carlsbad Municipal Code. 7. OWNERSHIP; REMOVAL; SURRENDER/RESTORATION: (a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereafter provided, all alterations and utility installations made by Lessee shall be the property of the Lessee. Unless otherwise instructed per Paragraph 7 (b) hereof, all Lessee owned alterations and utility installations shall, at the expiration or termination of this Agreement, become the property of Lessor and be surrendered by Lessee with the Leased Premises. (b) Removal. By delivery to Lessee of written notice from Lessor not later than sixty (60) days prior to the end of the term of this Agreement, Lessor may require that any or all Lessee owned alterations or utility installations be removed upon the expiration or termination of this Agreement. Lessor may require the MAAG Project Lease Agreement 4 removal at any time of all or any part of any Lessee owned alterations or utility installations made without Lessor's consent. (c) Surrender/Restoration. Lessee shall surrender the Leased Premises by the expiration date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Lessee shall repair any damage occasioned by the installation, maintenance or removal of trade fixtures, Lessee owned alterations and/or utility installations, furnishings, and equipment installed by or for Lessee and by the removal, replacement, or remediation or any soil, material or groundwater contaminated with hazardous substance (as defined in Paragraph 23) by Lessee. Trade fixtures shall remain the property of Lessee and shall be removed by Lessee. The failure by Lessee to timely vacate the Leased Premises pursuant to this Paragraph 7 (c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 33 below. 8. PARKING: Lessee will be allocated four (4) designated parking spaces for Lessee's sole use. Other than the designated parking spaces, Lessee understands that all remaining parking on the site will be shared with the Carlsbad Learning Center patrons and employees. 9. REPRESENTATIONS & INDEMNITIES OF BROKER RELATIONSHIPS: Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder in connection with this Agreement, and that no person, firm, broker or finder is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the Lessee and/or Lessor, including any costs, expenses, or attorney's fees reasonably incurred with respect thereto. Any and all broker's commissions shall be paid by Lessee. 10. WAIVER OF RELOCATION BENEFITS: Lessee understands this Agreement is entered into for a specified period of time. Lessee therefore agrees to waive any and all relocation benefits defined in the California Relocation Assistance Law (Government Code, Section 7260, et. seq.). 11. LIENS: Lessee agrees that it will at all times hold Lessor free and harmless and indemnify it against all claims for labor or materials in connection with improvements, repairs, or alterations on the Leased Premises, including the costs of defending against such claims, and reasonable attorney's fees incurred MAAG Project Lease Agreement 5 therein. In the event that any lien or levy of any nature whatsoever is filed against the Leased Premises or the leasehold interests of the Lessee there, the Lessee shall, upon written request of Lessor, deposit with Lessor a bond conditioned for the payment in full of all claims upon which said lien or levy has been filed. Such bond shall be acknowledged by Lessee as principal and by a corporation, licensed by the Insurance Commissioner of the State of California to transact the business of a fidelity and surety insurance company, as surety. Lessor shall have the right to declare this Agreement in default in the event the bond required by this paragraph has not been deposited with the Lessor within ten (10) days after written request has been delivered to Lessee. 12. LEASE ENCUMBRANCE: Lessee understands and agrees that it cannot encumber the lease, leasehold estate and the improvements thereon by a deed of trust, mortgage or other security instrument. If any deed of trust, mortgage or other security instrument that encumbers the lease, leasehold estate and the improvements thereon is entered into by Lessee, Lessor shall have the right to declare this Agreement in default. 13. ASSIGNMENT-SUBLEASE: Lessee shall not assign or transfer the whole or any part of this lease Agreement or any interest therein, nor sublease the whole or any part of the Leased Premises, nor contract for the management or operation of the whole or any part of the Leased Premises, nor permit the occupancy of any part thereof by any other person or business entity, nor permit transfer of the lease by merger, consolidation or dissolution, without obtaining prior written consent of Lessor, in each instance. 14. DEFAULT: It is mutually understood and agreed that if any default be made in the payment of rental herein provided or in the performance of the covenants, conditions, or agreements herein (any covenant or agreement shall be construed and considered as a condition), or should Lessee fail to fulfill in any manner the uses and purposes for which said Leased Premises are leased as above stated, and such default shall not be cured within or ten (10) days after written notice thereof if default is in the performance of the use obligation provisions pursuant to Paragraph 16 of this lease, or thirty (30) days after written notice thereof if default is in the payment of rent, or in the performance of any other covenant, condition and agreements (any covenant or agreement shall be construed and considered as a condition), Lessor shall have the right to immediately terminate this Agreement; and that in the event of such termination, Lessee shall have no further rights hereunder, the Lessee shall thereupon forthwith remove all personal property from said Leased Premises and shall have no further right to claim thereto, and Lessor shall immediately thereupon, without recourse to the courts, have the right to reenter and take possession of the Leased Premises. Lessor shall further have all other rights and remedies as provided by law, including without limitation the right to recover damages from MMC Project Lease Agreement 6 Lessee in the amount necessary to compensate the Lessor for all the detriment proximately caused by the Lessee's failure to perform his obligations under the lease or which in the ordinary course of things would be likely to result there from. In the event of the termination of this lease pursuant to the provisions of this paragraph, Lessor shall have any rights to which it would be entitled in the event of the expiration or earlier termination of this Agreement. 15. BANKRUPTCY: In the event Lessee becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy or becomes the subject of a bankruptcy proceeding, reorganization, arrangement, insolvency, receivership, liquidation, or dissolution proceedings, or in the event of any judicial sale of Lessee's interest under this lease, Lessor shall have the right to declare this Lease Agreement in default. 16. USE OBLIGATION: Lessee shall actively and continuously use and operate the Leased Premises for the limited particular exclusive use as expressly provided for in the Use Paragraph 3 of this lease, except for failure to so use caused by acts of God. Lessee, however, shall not and is expressly prohibited from using the Leased Premises for any other purpose or use whatsoever, whether it is purported to be in addition to or in lieu of the particular exclusive use expressed in said Use Paragraph 3. 17. MAINTENANCE AND REPAIR: As part of the consideration for the leasing thereof, Lessee agrees to assume full responsibility for maintenance, repair and replacement of the interior of the building including but not limited to painting, plumbing, fixtures, windows and glass, HVAC systems, custodial, flooring, and appliances, throughout the term and without expense to the Lessor in order to maintain and preserve the Leased Premises in a good, safe, healthy and sanitary condition satisfactory to Lessor and in compliance with all applicable laws. Lessee agrees to provide approved containers for trash and garbage which shall be shared with the Adult Learning Center facility. Lessee agrees to keep Leased Premises free and clear of rubbish and litter, or any other fire hazards. Lessor shall be responsible for all exterior maintenance, including roof repairs and exterior paint. Notwithstanding, Lessor shall not be required at any time to maintain or to make any improvements or repairs whatsoever on or for the benefit of the Leased Premises. For the purpose of keeping the Leased Premises in a good, safe, healthy and sanitary condition, Lessor shall have the right but not the duty, to enter, view, inspect, determine the condition of and protect its interests in, the Leased Premises. If inspection discloses that the Leased Premises are not in the condition described, Lessee must perform the necessary maintenance work within ten (10) days after written notice from Lessor. Further, if at any time during the term of the Agreement for the Leased Premises Lessor determines that the Leased Premises are not in the condition described; Lessor may require Lessee to file and pay for a faithful performance bond, to assure MAAC Project Lease Agreement 7 prompt correction without additional notice. The amount of this bond shall be adequate, in Lessor's opinion, to correct the unsatisfactory condition. The rights reserved in this section shall not create any obligations or increase any obligations for Lessor elsewhere in this Agreement. 18. TAXES AND UTILITIES: This Agreement may result in a taxable possessory interest. Lessee shall be solely responsible for payment of property taxes associated with its occupancy of the Leased Premises, if any apply. Lessee agrees to and shall pay before delinquency all its pro-rata share of the possessory taxes and assessments of any kind assessed or levied upon Lessee or the Leased Premises by reason of this lease or of any structures, machines, or other improvements of any nature whatsoever erected, installed or maintained by Lessee, or by reason of the business or other activities of Lessee upon or in connection with the Leased Premises. Lessee shall also pay any fees imposed by law for licenses or permits for any business or activities of Lessee upon the Leased Premises or under this lease, and shall pay before delinquency any and all charges for utilities at or on the Leased Premises. If Lessee fails to pay said possessory taxes, Lessor may declare default in accordance with Paragraph 14. Lessee shall be responsible for payment of all utilities, including its pro-rata share of water, gas and electricity. All utilities will be metered at the building site and billed to Lessee separately. 19. CONFORMANCE WITH RULES AND REGULATIONS: Lessee agrees that in all activities on or in connection with the Leased Premises and in all uses thereof, including the making of any alterations or changes and the installation of any machines or other improvements, it will abide by and conform to all ordinances, rules and regulations prescribed by the City of Carlsbad, including, but not limited to, sign regulations and requirements for outdoor areas as set forth within the Carlsbad Municipal Code, and any applicable laws of the State of California and Federal Government, as any of the same now exist or may hereafter be adopted or amended. 20. NON-DISCRIMINATION: Lessee agrees not to discriminate against any person or class of persons by reason of sex, color, race, religion, or national origin. Accommodations or services to the public, such accommodations or services shall be offered by the Lessee to the public on fair and reasonable terms. 21. PARTIAL INVALIDITY: If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. MAAC Project Lease Agreement 8 22. HOLD HARMLESS: Lessee shall defend, indemnify, and hold harmless Lessor, its officers and employees from liability, damage, and expense of any kind, including reasonable attorney's fees, arising from all claims or causes of action of any kind including but not limited to injury to or death of any person or persons, including Lessee, its employees, and invitees resulting directly or indirectly from granting and performance of this Lease Agreement or arising from the use and operation of the Leased Premises or any defect in any part thereof. 23. HAZARDOUS SUBSTANCES: The term "Hazardous Substance" as used in this Agreement shall mean any product, substance, or waste which presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Leased Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Leased Premises, (ii) regulated or monitored by any government authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Leased Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Leased Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Leased Premises during the term of this Agreement, by or for Lessee, or any third party. 24. EASEMENTS: This Agreement and all rights given hereunder shall be subject to all easements and rights-of-way now existing or heretofore granted or reserved by Lessor or the City of Carlsbad in, to or over the Building Premises for any purpose whatsoever, and shall be subject to such rights-of-way for reasonable access, sewers, pipelines, conduits and such telephone, cable television, telegraph, light, heat or power lines as may from time to time be determined by Lessor to be necessary. 25. SUCCESSORS IN INTEREST: Unless otherwise provided in this Agreement, the terms, covenants and conditions herein shall apply to and bind the heirs, successors, executors, administrators, and assigns of all the parties hereto, all of whom shall be jointly and severally liable hereunder. 26. INDEMNIFICATION OF LESSOR: Lessee shall defend, indemnify, and hold harmless Lessor, its officers and employees from liability, damage, and expense of any kind, including reasonable attorney's fees, arising from all claims or causes of action of any kind including but not limited to injury to or death of MAAC Project Lease Agreement 9 any person or persons, including Lessee, its employees, and invitees resulting directly or indirectly from granting and performance of this Agreement or arising from the use and operation of the Leased Premises or any defect in any part thereof. 27. INSURANCE: Lessee shall obtain and maintain for the duration of this Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with use of the subject building and provision of services by Lessee. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-VII". The policies for said insurance shall, as a minimum, provide the following forms of coverage: a) Commercial General Liability -(covering Leased Premises and operations in the amount of not less than One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately under this lease or the general aggregate will be twice the required per occurrence limits. b) Property Insurance -Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, trade fixtures, alterations and utility installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000.00 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property and trade fixtures as well as alterations and utility installations. Lessor will be responsible for providing coverage for the structure itself, exclusive of the items required to be covered by Lessee's insurance policy. c) Business Interruption -Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Leased Premises as a result of such perils. d) Evidence of Insurance -Certificates and endorsements in a form acceptable to Lessor evidencing the existence of the necessary insurance policies shall be kept on file with Lessor during the entire term of this MAAG Project Lease Agreement 10 lease. All insurance policies shall be primary coverage, and will name Lessor as an additional insured, protect Lessor against any legal costs in defending claims and will not terminate without ten (10) days written notice to Lessor. e) Lessor shall retain the right at any time to review the coverage, form, and amount of the insurance required hereby. If, in the opinion of the Lessor, the insurance provisions in this lease do not provide adequate protection for Lessor and/or for members of the public using the Leased Premises, Lessor may require Lessee to obtain insurance sufficient in coverage, form and amount to provide adequate protection. Lessor's requirements shall be reasonable but shall be designed to assure protection from and against the kind and extent of risk, which exist at the time a change in insurance is required. f) Lessor shall notify Lessee in writing of changes in the insurance requirements and, if Lessee does not deposit certificates/endorsements evidencing acceptable insurance policies with Lessor incorporating such changes within thirty (30) days of receipt of such notice, this lease shall be in default without further notice to Lessee, and Lessor shall be entitled to all legal remedies. g) The procuring of such required policies of insurance shall not be construed to limit Lessee's liability hereunder, nor to fulfill the indemnification provisions and requirements of this lease. Notwithstanding said policies of insurance, Lessee shall be obligated for the full and total amount of any damage, injury, or loss caused by negligence or neglect connected with this lease or with the use or occupancy of the Leased Premises. h) Lessee agrees not to use the Leased Premises in any manner, even if use is for purposes stated herein, that will result in the cancellation of any insurance Lessor may have on the Leased Premises, or on adjacent premises, or that will cause cancellation of any other insurance coverage for the Leased Premises, or adjoining premises. Lessee further agrees not to keep on the Leased Premises or permit to be kept, used, or sold thereon, anything prohibited by any fire or other insurance policy covering the premises. Lessee shall, at its sole cost and expense, comply with any and all requirements, in regard to premises, of any insurance organization necessary for maintaining fire and other insurance coverage at reasonable cost. 28. WARRANTIES-GUARANTEES-COVENANTS: Lessor makes no warranty, guarantee, covenant, including but not limited to covenants of title and MAAC Project Lease Agreement 11 quiet enjoyment, or declaration of any nature whatsoever concerning the condition of the Leased Premises, including the physical condition thereof, or any condition which may affect the Leased Premises, and it is agreed that Lessor will not be responsible for any loss, damage or costs which may be incurred by Lessee by reason of any such condition or conditions. 29. DAMAGE TO OR DESTRUCTION OF LEASED PREMISES: In the event of damage to or destruction by fire, the elements, acts of God, or any other cause, of the improvements located within the demised premises Lessee shall, within ninety (90) days, commence and diligently pursue to completion the repair, replacement, or reconstruction of improvements necessary to permit full use and occupancy of the Leased Premises for the purposes required by this lease. Repair, replacement or reconstruction of improvements within the Leased Premises remises shall be accomplished in a manner and according to plans approved by Lessor; provided, however, Lessee shall not be obligated to repair, reconstruct or replace the improvements following their destruction in whole or substantial part except to the extent the loss is covered by insurance required to be carried by Lessee pursuant to Paragraph 27 of this Agreement ( or would be covered whether or not such required insurance is actually in effect). If Lessee elects not to restore, repair or reconstruct as herein provided, then the Agreement shall terminate. 30. QUITCLAIM OF LESSEE'S INTEREST UPON TERMINATION: Upon termination of this lease for any reason, including but not limited to termination because of default by Lessee, Lessee shall execute, acknowledge and deliver to Lessor within thirty (30) days after receipt of written demand thereof a good and sufficient deed whereby all right, title and interest of Lessee in the demised Leased Premises is quitclaimed to Lessor. Should Lessee fail or refuse to deliver the required deed to Lessor, Lessor may prepare and record a notice reciting the failure of Lessee to execute, acknowledge and deliver such deed and said notice shall be conclusive evidence of the termination of this lease and of all right of Lessee or those claiming under Lessee in and to the demised Leased Premises. 31. PEACEABLE SURRENDER: Upon the expiration of this lease or sooner termination or cancellation thereof, as herein provided, Lessee will peaceably surrender said Leased Premises to Lessor in as good condition as said Leased Premises were at the date of this lease, ordinary wear and tear expected. If the Lessee fails to surrender the Leased Premises at the expiration of this lease or the earlier termination or cancellation thereof, Lessee shall defend and indemnify Lessor from all liability and expense resulting from the delay or failure to surrender, including, without limitation, any succeeding Lessee's claims based on Lessee's failure to surrender. MAAC Project Lease Agreement 12 32. WAIVER: Any waiver by Lessor of any breach by Lessee Qf any one or more of the covenants, conditions, or agreements of this lease shall not be nor be construed to be a waiver of any subsequent or other breach of the same or any other covenant, condition or agreement of this lease, nor shall any failure on the part of Lessor to require or exact full and complete compliance by Lessee with any of the covenants, conditions, or agreements of this lease be construed as in any manner changing the terms hereof or to prevent Lessor from enforcing the full provisions hereof. The subsequent acceptance of rent hereunder by Lessor shall not be deemed to be waiver of any preceding breach by Lessee of any term, covenant, or condition of this lease, other than the failure of Lessee to pay the particular rental so accepted, regardless of Lessor's knowledge of such preceding breach at the time of acceptance of such rent. 33. NO RIGHT TO HOLD OVER: Lessee has no right to retain possession of the Leased Premises or any part thereof beyond the expiration or termination of this lease. In the event that Lessee holds over, then the Base Rent shall be increased to one hundred fifty (150%) of the Base Rent applicable during the month immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 34. ACCEPTANCE OF LEASED PREMISES: The Leased Premises are accepted by Lessee "As Is" and Lessor makes no warranties or representations as to the condition of the Leased Premises, including the structural integrity of building, the condition of the roof and/or the electrical, or its suitability for the Lessee's proposed use. Lessee shall be entitled to have independent tests performed prior to execution of this Agreement to satisfy Lessee that the Leased Premises are in the condition warranted. By signing this Agreement, Lessee represents and warrants that it has independently inspected the Leased Premises and made all tests, investigations and observations necessary to satisfy itself of the condition of the Leased Premises. Lessee further acknowledges that Leased Premises are in the condition called for by this Lease, and that Lessee does not hold Lessor responsible for any defects in Leased Premises. 35. QUIET POSSESSION: Lessee will at all times during the terms of this Agreement occupy the Leased Premises quietly and not commit any act, waste or nuisance which disturbs the quiet enjoyment of the property for the Lessor, public, any neighbor or other tenant of Lessor. 36. ENTIRE UNDERSTANDING: This Agreement contains the entire and only understanding and agreement of the parties, and Lessee, by accepting the same, acknowledges that there is no other written or oral understanding or agreement between the parties with respect to the Leased Premises and that this Agreement supersedes all prior negotiations, discussions, obligations and rights, MAAC Project Lease Agreement 13 of the parties hereto. No waiver, modification, amendment or alteration of this Agreement shall be valid unless it is expressly in writing and signed by authorized persons of the parties hereto. Each of the parties to this Agreement acknowledges that no other party, nor any agent or attorney of any other party, has made any promise, representations, waiver or warranty whatsoever, expressed or implied, which is not expressly contained in writing in this Agreement, and each party further acknowledges that it has not executed this lease in reliance upon any collateral promise, representation, waiver or warranty, or in reliance upon any belief as to any fact not expressly recited in this Agreement. 37. TIME IS OF THE ESSENCE: Time is of the essence of each and all of the terms and provisions of this Agreement and this Agreement shall insure to the benefit of and be binding upon the parties hereto and any successors of Lessee as fully and to the same extent as though specifically mentioned in each instance, and all covenants, stipulations and agreements in this lease shall extend to and bind any assigns and sublessee of Lessee. 38. NOTICES: Notices given or to be given by Lessor or Lessee to the other may be personally serviced upon Lessor or Lessee or any person hereafter authorized by either in writing to receive such notice or may be served by certified letter addressed to the appropriate address hereinafter set forth or to such other address as Lessor and Lessee may hereafter designate by written notice. If served by certified mail, forty-eight (48) hours after deposit in the U.S. Mail, service will be considered completed and binding on the party served. Ill Ill Ill Ill Ill Ill Ill Ill Ill MAAC Project Lease Agreement 14 FOR LESSEE Metropolitan Area Advisory Committee on Anti-Poverty in San Diego County, Inc. Oba "MAAC Project" 1355 Third Avenue Chula Vista, CA 91911 PRESIDEN / CEO Metropolitan Area Advisory Com Anti-Poverty in San Diego Count , Oba "MAAG Project" DATE:_--=J-1 ...... 2~~-----=2=:c...+1_..2._.a......,_t vf....,_ __ LESEE: ---------- DATE: ----------- Note: Signature of Lessee must be notarized. BY: IAA. BREWER ITY ATTORNEY DATE: II rJ -/7 MAAC Project Lease Agreement FOR LESSOR City of Carlsbad Mayor 1200 Carlsbad Village Drive Carlsbad, CA 92008 LESSOR: ;J/;V BY:~~ CITY OF CARLSBAD DATE: i -I q --/ <f. 15 ACKNOWLEDGMENT State of California County of San Diego ) on June 2, 2014 before me, Francia MG Baluca, Notary Public (insert name and title of the officer) personally appeared Arnulfo Manriquez who proved to me on the basis of satisfactory evidence to be the perso~ whose nam~ is/.ai:e subscribed to the within instrument and acknowledged to me that hc/sReltl,ey executed the same in his/ber/tl,eir authorized capacity6es), and that by his/barf~l'leir signature~ on the instrument the person~, or the entity upon behalf of which the person~ acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature~~ J -~ FRANCIA MG BALUCA ( • COMM.# 2002533 II) NOTARY PUBLIC-CAtlFORNIA (I) l SAN DIEGO COUNTY : MY COUii. EXP. DEC. 30, 2016 t (Seal) Description of Attached Documents Title or Type of Document: City of Carlsbad Lease to MAAC of property located at 3368 Eureka Place, Carlsbad, CA 92008 Document Date: 06/02/2014 Number of Pages: 15 [Type here] [Type here] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Carlsbad City Clerk's Office 1200 Carlsbad Village Drive Carlsbad, CA 92008 MEMORANDUM OF LEASE Exhibit 4 This Memorandum of Lease, hereinafter "Memorandum", dated :r~ 2=, WI<-( 2014, between the CITY OF CARLSBAD, (LESSOR) and Metropolitan Area Advisory Committee on Anti-Poverty in San Diego, Inc., dba "MAAC Project" (LESSEE) concerns the Leased Premises located at 3368 Eureka Place, Carlsbad, California 92008, Assessor's Parcel Number 205-112-37-00. For good and adequate consideration, LESSOR leases the Leased Premises to LESSEE for the term and on the provisions contained in the Lease dated 7'uvl:5 z_ ZQI '1 · , 2014, the Memorandum of which is recorded hereby, including without limitati~n provisions prohibiting assignment, subleasing, and encumbering said leasehold, as more specifically set forth in said Lease, which said lease is incorporated in this Memorandum by this reference. The term of this lease is three (3) years beginning July 1, 2014 and ending June 30, 2017 with two (2) additional one (1) year periods granted, at the sole discretion and option of the LESSOR. Rent is due and payable on or before the first day of each and every month and is to be delivered to the Finance Department of the City of Carlsbad at 1635 Faraday Avenue, Carlsbad, California 92008. The initial monthly rent is nine thousand ninety four dollru:s and two cents ($9,094.02) per month. This Memorandum is not a complete summary of the Lease. Provisions in this Amended Memorandum shall not be used in interpreting the Lease provision. In the event of conflict between this Memorandum and other parts of the lease, the other parts shall control. IN WllNESS WHEREOF, each of the undersigned has executed this Memorandum as of the dates set forth in the respective notary acknowledgements attached hereto. LESSEE: MAAC PROJECT Print Name: ARNULFO MANRIQUEZ -----------+--+- PRES 1O ENT/ CEO Title: ------------- By:-------------- Print Name: Title: Ill Ill ----------- ------------- LESSOR: CITY OF CARLSBAD, A CHARTERED MUNICIPAL CORPORATION I J ~ By: /},p/dl-/Laffe' PrintName: Matt Half -=~~=------ Title __ M_a_._y_o_r ________ _ CA4/9/2014 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of Sa V1 ]i ~D On 6l,U\L 2.0,:iDd before me, N\or8,ev\ ~;~112.~~"'~lfiic_, personally appeared Mv1±t H-a l \ who proved to me on the basis of satisfactory evidence to be the person~) whose name~) is/8:l'e-subscribed to the within instrument and acknowledged to me that he/.she4ke~ executed the same in his/her/their authorized capacity(-ies-), and that by his.4lsr/thei-r signaturets) on the instrument the person(&-), or the entity upon behalf of which the person~ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MORGEN FRY WITNESS my hand and official seal. s;~JJ,~~ (Notary Seal) .Commission# 1918442 j :~. . Notary Public -Cali.fornia I .z · . San Diego County :!:-J Mv Comm. Expires Dec 24, 20141 ••••••••••••••••••• ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT ML'M\OY'/U'\dUXY\, oQ-\ J,..OU,, -M-e:-tvo· (Title or description of attached document) '-\-Tu\ . ~ Number of Pages __ Document Date ____ _ (Additional information) CAPACITY CLAIMED BY THE SIGNER D Individual (s) D Corporate Officer (Title) D Partner(s) D Attorney-in-Fact D Trustee(s) D Other ____________ _ 2008 Version CAPA v12.10.07 800-873-9865 www.NotaryClasses.com INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is /&fe) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form • Signature of the notary public must match the signature on file with the office of the county clerk. •:• Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document +!• Indicate title or type of attached document, number of pages and date. •:• Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document ACKNOWLEDGMENT State of California County of San Diego ) On June 2, 2014 before me, Francia MG Baluca, Notary Public (insert name and title of the officer) personally appeared Arnulfo Manriquez who proved to me on the basis of satisfactory evidence to be the person~ whose name~ is/.aFe subscribed to the within instrument and acknowledged to me that hc/she,'tl,ey executed the same in his/blifftt'leh" authorized capacity~, and that by his/heF.ltt'leir signature~ on the instrument the persones,, or the entity upon behalf of which the person~ acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~~ .l -II) 1 FRANCIA MG BALUCA ~ COMM.# 2002533 (I) NOTARY PUBLIC-CAllFORNIA SAN DIEGO COUNTY : MY C?MM. ExP. DEC. 30, 2016 l (Seal) Description of Attached Documents Title or Type of Document: City of Carlsbad Lease to MAAC of property located at 3368 Eureka Place, Carlsbad, CA 92008 Document Date: 06/02/2014 Number of Pages: 15