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2014-06-17; City Council; 21643; Lease Agreement MAAC Project and City for Preschool Facility 3368 Eureka Place
CITY OF CARLSBAD - AGENDA BILL AB# MTG. DEPT. 21,643 6/17/14 PW-PEM APPROVAL OF A LEASE AGREEMENT BETWEEN THE MAAC PROJECT AND CITY OF CARLSBAD FOR A PRESCHOOL FACILITY AT 3368 EUREKA PLACE DEPT.DIRECTOR CITY ATTY. CITY MGR. RECOMMENDED ACTION . . I 9014 141 a resolution of the City Council of the City of Carlsbad, California, County, Inc., dba "MAAC Project" forthe city-owned facility located at diba tureKd the Mayor to execute the lease documents. ITFM EXPLANATION: operation during construction and be retained as a tenant in the future. ,n September of 2010, Metropolitan Area Advisory Comnjittee on ^^^^tase^retwren (MAAC Project) was named as the new local grantee '^^''f^^'^^^^^^^ 1, 2011 for a the City of Carlsbad and the MAAC Project was executed and made retroactive y term of two years and eight months. That lease has expired. ,n Ap., 20U, a.v sta« issued a-.-s. fo. p.opo.ls ^PP) fo^ Program at the Library Learnir,g Ceriter. The RFP was P°=^<^f °" '^^^ p^„,,„ to regional zrofarisrSsCt^^ submittal was deemed responsive. A new lease is now heing proposed ,or a period of three 7r:rd^C.he l^ArProl^^ He^S June 30, 2017 with two (2) one (1) year °P''~X The budgets Start and Early Head Start program services and for both programs were reduced ^l^f^f^^''^'^""^^^ program and meeting all state and federal requirements. DEPARTMEN^^ CONTINUED TO DATE SPECIFIC •_ - CONTINUED TO DATE UNKNOWN • RETURNED TO STAFF g OTHER-SEE MINUTES • FOR CITY CLERKS USE ONLY COUNCIL ACTION: APPROVED DENIED CONTINUED WITHDRAWN AMENDED • • • • The City of Carlsbad's five-year Housing and Community Development .nd oriorities for funding to address the needs identified and approved by the City of Carlsbad s City ncirthe Housing and Community Development Needs Assessment. The Strategic P.n P aces pr.r.y on assisting in the provision of needed public and community services for low and moderate mcome persons and those with special needs. FISCAL IMPACT: The terms of the lease provide for monthly payments of $9,094.02 or $109,128.24 from July 1 2014 - June 30, 2015. Monthly payments in year two increase 2 percent to $9,275.90 monthly or $111310.80 annually. Monthly payments in year three increase 2 percent to $9,461.42 monthly or $113,537.04 annually. A deposit equal to one month's rent will be collected, in the amount of $9,094.02. Lease revenue collected is deposited into the General Fund. ENVIRONMENTAL IMPACT: The orooosed action is exempt from the California Environmental Quality Act (CEQA) per State CEQA Gu de ine Sectio^^^^^^ Existing Facilities. Section 15301 exempts the leasing of property involving Sg le o no expansion of use beyond that existing at the time of lead agency's determination. EXHIBITS: 2. 3. Resolution No 2014-141 approving a lease agreement with Metropolitan Area Advisory comm tee on Anti-Poverty in San Diego County, Inc., dba "MAAC Project" for the city-own d S located at 3368 Eureka Place and authorizlngthe Mayorto execute the lease documents. I nratinn Mao - MAAC Project Head Start Building Lease. LeasrAgreeLnZween Metropolitan Area Advisory committee on Anti-Poverty ,n sa County, dba "MAAC Project" and the City of Carlsbad. Memorandum of Lease - MAAC Project Head Start Building Lease. Exhibit 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTinN NO. 2014-141 A RESOLUTION OF THE CITY COUNCIL OF THE CITT OF CARLSBAD CALIFORNIA, APPROVING A LEASE AGREEMENT WITH METROPOLITAN AREA ADVISORY COMMITTEE ON ANTI-POVERTY 'N SAN DIEGO COUNTY INC., DBA "MAAC PROJECT" FOR THE CITY- OWNED FACILITY LOCATED AT 3368 EUREKA PLAC^ AND AUTHORIZING THE MAYOR TO EXECUTE THE I EASE DOCUMENTS. ^ WHEREAS, the City of Carlsbad issued a request for proposals in April 2014, for the lease and operation of a Head Start Program at the Library Learning Center located at 3368 Eureka Place in the City of Carlsbad; and WHEREAS, the submittal received from the MAAC Project, a regional operator of Head Start programs, was deemed responsive; and WHEREAS, the City of Carlsbad's five-year Housing and Community Development Strategic Plan establishes programs and priorities for funding to address the needs identified and approved by the City of Carlsbad's City Council in the Housing and Community Development Needs Assessment. The Strategic Plan places priority on assisting in the provision of needed public and community services for low and moderate income persons and those with special needs; and WHEREAS, the City Council of the City of Carlsbad has determined that it is in the best interest of the City to enter into a Lease Agreement with Metropolitan Area Advisory Committee on Anti-Poverty in San Diego County, Inc., dba "MAAC PROJECT" for a City owned facility located at 3368 Eureka Place; and WHEREAS, the City Council has further determined that it accepts the terms of the Lease Agreement with Metropolitan Area Advisory Committee on Anti-Poverty in San Diego County, Inc., dba "MAAC PROJECT". 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1 That the above recitations are true and correct. 2. That the City Council approves the lease agreement with Metropolitan Area Advisory Committee On Anti-Poverty In San Diego County, Inc., DBA "MAAC Project" for the city-owned facility located at 3368 Eureka Place. 3. That the Mayor is authorized to execute the Lease Agreement between the City of Carlsbad and Metropolitan Area Advisory Committee on Anti- Poverty in San Diego County. Inc., DBA "MAAC Project". /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 1 2 3 4 5 6 7 8 9 10 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City of Carlsbad on the 17*^ day of June, 2014, by the following vote to wit: AYES: Council Members Hall, Packard, Wood, Schumacher and Blackburn. NOES: None. ABSENT: None. 11 MATT HALL, Mayor ATTEST: 13 14 15 BARBARA ENGLESON,^^ity Clerk Exhibit 2 O \ %• LOCATION MAP BASSWOOD AV e NOr TO SCALE PROJECT NAME MAAC Project HeadStart Building Lease Path: j:\Requests2010Plus\PropEnviron\MuniProp\5287585_14\MAACHeadstartProperty.mxd CITY OF CARLSBAD METROPOLITAN AREA ADVISORY^C JSMITTEE ON >N SAN DIEGO COUNTY, INC. dba "MAAC Project" OF PROPERTY LOCATED AT 3368 EUREKA PLACE CARLSBAD, CALIFORNIA 92008 AGREEMENT THIS AGREEMENT ("Agreement"), made and entered into this JJ!L^ d^Y THISAC^bMtN g ^^^^^^ ^.^ ^^^l^j^g^ hereinafter cahed "Lessor'-'^d Metropolitan Area Advisory Committee on Anti-Poverty in San o'ego county, Inc. dba "MAAC Project." a non-profit corporation "Lessee , for a portion of the property located at 3368 Eureka Place, Cahfomia. 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 ™ding^ccupied ^^^^^^^^ 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 SngTLeaseTpr^^^^^^ 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 ( ) yeroptbns to renew. Lessee shall be entitled to conduct business pnor to commencer^ent date Upon the expiration ofthis lease. Lessee may request and ?he Less" at its sole discretion and option, the renegotiation of lease terms. 9 RENT" (a) As and for the rent. Lessee agrees to pay to Lessor the sum of nine thousand SnetJ fou dollars and two cents ($9,094.02) per month for the irst year On or before July 1. 2014 the first payment of $9,094.02 per month w^l be Ta^ anS 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. Califomia. 92008. The designated place o^^^^^^^^ and filing may be changed at any time by Lessor upon ten (10) MAAC Project Lease Agreement days written notice to Lessee. Lessee assumes all risk of loss if payments are made by mail. (cl In the event Lessee is delinquent in remitting the rent due in accordance wfth the'en provisions ofthis lease, then the rent not paid when due :S bea^t a. the ^ate of ten per -n. (10»/.) per -"""J^'^ ^^^^^^^^^^ until oaid Provided however, that the City Manager of the City of Carlsbaa snaii h"e right to w for' good cause any interest payment upon written application of Lessee for any such delinquency penod. (d) Lessee agrees to pay two percent (2%) annual increases in monthly lease paimfnrbeginning the l'* day of July 1, 2014. and annually thereafter for the term of the lease period^^^^^ $9,275.90 Year 3: $9,461.42 Lessee aqrees to pay a Security Deposit in the amount of one month;s rent or n ne thou^^^^^^^^ dollars and two cents ($9,094.02) to be paid Ton Lecution ofthis Agreement. Lessee shall submit the Security Deposit in the ?ofm of fbank o cas^^ check simultaneously, and or in conjunction with tKe Saned Aqreemem Lessor shall not cash nor deposit Security Deposit until thrAgrSmenTTsi^^^ by Lessor, resulting in the full execution of this Aareement Se^^^ Deposit shall be held in an interest beanng account in which uD^n Sa^on c^^^^ lease. Lessor shall retain all interest accrued over sa d lease XTessor s^^^ not be required to keep the Security Deposit separate from itl ge^^^^^^^^ If Lessee fails to pay Rent, or otherwise defaults under Ims lease Lessor may use, apply or retain all o^^y poti..^^ npnr^^it for the payment of any amount due Lessor or to remourse oi compe sate Mor any liability' expense, loss or damage wh,^^^^^^^^^^ suffer or incur by reason thereof. If Lessor uses or applies a^l or any portion o sa^ SecS Deposit. Lessee shall within ten (10) days after written request th^tfo^rdel with Lessor sufficient to restore said Security Deposit to tKe fo^aS required by this Agreement. When the Base Rent mcreases durinq thTterrn of this Agreement. Lessee shall, upon written request from Lessor deposrt additional monies with Lessor so that the total amount of the Sy 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 "sed oNy 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 MAAC Project Lease Agreement aivinq written notice to the other party ninety (90) days prior to the expiration of TeS three year term. Upon termination by either Pa^^V. ^^^^^^^^ 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 S en and Families is terminated. Lessee may terminate this Agreement after me inrtial t^elvl (12) months of the lease term with ninety (90) days pnor written notice to Lessor along with written documentation of the loss of funding and the reasons the^^^^^^^^ In the event of loss of funding Lessee agrees to forfeit the Secur^ Deposit provided pursuant to section 2 (e) of this Agreement beginning on July 1,2014. 6 IMPROVEMENTS: Lessee may. at its own exP^nse, make addition^ interior alterations or changes in the Leased Premises or cause to be built, made Sanerthereon any stmctures. machines, appliances, utilities signs or other ?^irovements rTecessary or desirable for the use of said Leased Premises and Z/ aUrandTepai^ any such structures, machines or other improvements; Droned howev^^^ alterations and changes shall be made and no stru^tores machines, appliances, utilities, signs or other improvements shall be S buiit oMnstelled, and no major repairs thereto shall be made except upon obt^ning prbr written approval from the City of Carisbad Cty Manager and ah necesLarv P^^^^^^ from the City of Carisbad. Such installation will be sotely at the expfns^^^^^^^ and the work performed with proper City of Carlsbad permits^ fessee wll be permitted to paint the exterior of the Leased Premises in accordance wrth standards acceptable to Lessor and with prior written approval of 01^0" Calld M Property Manager. Lessee shall be responsible^^^^^ manufacturing and installation of any signage in accordance with the signage regulations ofthe Carlsbad Municipal Code. 7 OWNERSHIP; REMOVAL; SURRENDER/RESTORATION: (a) Ownership Subject to Lessor's right to require removal or elect ownership as hereafter proiided, all alterations and utility installations made by Lessef Sian bfthe property of the Lessee. Unless otherwise instructed per Sraph 7 (b) hereof aH Lessee owned alterations and utility installations shaH ?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 si)dv(6oT days prior to the end of the term of this Agreement. Lessor may reruirelSy or'all Lessee owned alterations or utility instellations be removed Lpor^ thelp?^^^ or termination of this Agreement. Lessor may require the MAAC Project Lease Agreement 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 exp^aLn date or any eariier termination date, with all of the 'mprovemerjts^ partfar^d surfaces thereof broom clean and free of debris, and m good operating order, condition and state of repair, ordinary wear and ^^r^^f f P*f"^^ J^^^ wear and tear" shall not include any damage or detenoration that would have been prevented by good maintenance practice. Lessee ^^all repa^^^^^^^ occasioned by the installation, maintenance or removal of trade fixtures, Lessee owneTaL^^^^^ and/or utility installations furnishings -d eq^^^^^^^^^^ bv or for Lessee and by the removal, replacement, or remediafion or any so ^ IteriaTor groundwater contaminated with hazardous substance (as defined in Paraqraph 23) by Lessee. Trade fixtures shall remain the property of Lessee and Shan be removed by Lessee. The tailure by Lessee to timely vacate the Leased Prelfses pu^su^^^^^^^^ this Paragraph 7 (c) without the express wrrtten con^^^^^ 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 I^ideSrnds 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^ has had no dealings with any person, firm, broker or finder -n co^^^^^^^^^ with this Aareement and that no person, firm, broker or finder is entitled to any ^mmissbn orlde^^ fee in connection herewith. Lessee and Lessor do each S^agree to indemnify, protect, defend and hold the other harmless from and aqSnstTablnty f^r compensation or charges which may be claimed by any such unnamed bSer finder or other similar party by reason of any dealings or acS of the Lessee and/or Lessor, including any costs, expenses, or attomeys Les ?easonably'fnc^^ with respect thereto. Any and all broker's commissions shall be paid by Lessee. 10 WAIVER OF RELOCATION BENEFITS: Lessee understands this Aareement is entered into for a specified period of fime. Lessee therefore agrees to S any and all relocation benefits defined in the Califomia Relocation Assistance Law (Govemment Code, Secfion 7260, et. seq.). 11 LIENS- Lessee agrees that it will at all fimes hold Lessor free and harmless and indemnify it against all claims for labor or matenals in connect on "provements. repairs, or alterations on the Leased costs of defending against such claims, and reasonable attomeys fees incurrea MAAC Project Lease Agreement therein In the event that any lien or levy of any nature whatsoever is f ed against the teased Premises or the leasehold interests of the Lessee there, the Lessee shall upon written request of Lessor, deposit with Lessor a bond cond Honed for the paymennn of'all claims upon which said lien or levy has been fi ed. Such bond shall be acknowledged by Lessee as pnncipal and by a corporafion^ ncensed by the Insurance Commissioner of the State of Califorri.a to trans^^^^ business of a fidelity and surety insurance company, as surety. Lessor shall have fhe right to ded^^^^^^ Agreement in detault in the event the bond required by thfs 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 i'^P""*^ ^^^^^^^^^^^^ deed of trust mortgage or other security instrument. If any deed of trust Xage or oiher security instrument that encumbers the lease, 'easehok^^^^^^^^^^ 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 o^any part of this lease Agreement or any interest therein, nor sublease The who e or'any part of the Leased Premises, nor contract for the management or ooerafion of the whole or any part of the Leased Premises, nor permit the LupanJy of any part thereof by any other person or business entity, nor permit trans^Sft Tease by merger consolidafion or dissolufion, without obtaining prior written consent of Lessor, in each instance. 14 DEFAULT- It is mutually understood and agreed that if any detault 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 rconstmeS a^^^^^^^^^ as a condition), or should Lessee tail to fulfHI in any manner the uses and purposes for which said Leased Premises are leased as Sfove stated a^^^^^^ detault shall not be cured within or ten (10) days after wr-Jt^n nofice thereof if detault is in the performance of the use obligafion rSons p^^^^^^^^ Paragraph 16 of this lease, or thirty (30) days after written K^ce thireo irdefault is in the payment of rent, or in the Performance of any o?her covenant, condifion and agreements (any covenant or agreement sha be construed and considered as a condifion). Lessor shall have the nght to mmediately terminate this Agreement; and that in the --^^^^^^ Shall have no further rights hereunder, the Lessee shall tnereupon Sth remove^l personal pro^rty from said Leased Premises and shall have r^oTrthe rSht to claim thereto, and Lessor shall immediately thereupon, without recoursi to the courts, have the right to reenter and take possession of the SSeTprern^es Lessor shall further have all other rights and remedies as provldtl b~^^^ without limitation the right to lecover damages from MAAC Project Lease Agreement Lessee in the amount necessary to compensate the Lessor for a I the detnment nmSmatelv caused by the Lessee's tailure to perform his obligafions under the teasTor 1 course of things would be likely to result there rom In The event of the terminafion of this lease pursuant to the provisions of IrparagrLph Lessor shall have any rights to which it would be entitled in the event of the expirafion or eariier terminafion of this Agreement. 15 BANKRUPTCY- In the event Lessee becomes insolvent, makes an assignment for the benefit of creditors, files a petifion in bankruptcy or becomes fhe Set of a bankruptcy proceeding, reorganizafion. arrangement insolvency recelversh p 1^ o" dissolufion proceedings, or in the event of any judicial S 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 confinuously use and operate the Leased Premises for the limited particular exclusive use as expressly Sed for in the Use Paragraph 3 of this lease, except for tailure to so use caused by Lcte of God. Lessee, however, shall not and is expressly prohibited from using the Leased Premises for any other purpose or use whatsoever^ vlhether itl purported to be in addifion to or in lieu of the particular exclusive use expressed in said Use Paragraph 3. 17 MAINTENANCE AND REPAIR: As part of the considerafion for the leasing hereof Lessee agrees to assume full responsibility for maintenance repair and eplacement of the interior of the building including but not limited to oain inr p umb^ig fixtures, windows and glass, HVAC systems, custodial. Z ng and TpTances. throughout the term and without expense to the Lessor n orde to maintain and preserve the Leased Premises in a good safe, healthy anS sanitar^condifion safistactory to Lessor and in compliance with all applicable faws Lessee agrees to provide approved containers for trash and garbage which sh Jl be shared wfth the Adult Learning Center facility. Lessee agrees to keep teaLd Prer^ses free and clear of rubbish and litter, or any other fire hazards. So? shTbe responsible for all exterior maintenance, including roof repairs and e^erio paint. Notwithstanding, Lessor shall not be required at any tin^e to maint^n or to make any improvements or repairs whatsoever on or for the ELnem of L Leased Premises. For the purpose of keeping the Leased Premises hTgood, safe, healthy and sanitary condition. Lessor shall have the nght b^^^ he dutv to enter view, inspect, determine the condifion of and protect its hterests in fhe Leased Premises. If inspecfion discloses that the Leased P emises a/e not in the condition described. Lessee must perform the necessary Senance work within ten (10) days after written notice from Lessorjurther^ .^^ at anv fime durinq the term of the Agreement for the Leased Premises Lessor deter^iines that ?he Leased Premises are not in the condifion described; Lessor mirequ^e Lessee to file and pay for a taithful performance bond, to assure MAAC Project Lease Agreement prompt correcfion without addifional notice. The amount of this bond shall be adequate in Lessor's opinion, to correct the unsafistactory condifion. The nghts reserved in this secfion shall not create any obligafions or increase any obligafions 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 apph^ Lessee aqrees to and shall pay before delinquency all its pro-rata share of the SSLXtaxes and assessments of any kind assessed or levied upon Lessee S??hrLeaLd Premises by reason of this lease or of any structures, machines, or o heMmproveme^^^^ of anj nature whatsoever erected, installed or maintained by Lesse^ or by of the business or other acfivifies of Lessee upon or in cSion wilh the Leased Premises. Lessee shall also PaV any fees im^^^^^^^^^^ bv law for licenses or permits for any business or activifies of Lessee upon the Leased PrS^^ or under this lease, and shall pay before delinquency any and an charges for ufilities at or on the Leased Premises. If Lessee taHs t^ p^^^^^^^^ Dossessory taxes. Lessor may declare detault in accordance with Paragraph 14. 'L^SSS sh^all be responsible for payment of all ufilities. including Wata ^ of water, gas and electricity. All ufilifies will be metered at the building site and billed to Lessee separately. 19 CONFORMANCE WITH RULES AND REGULATIONS: Lessee agrees that in all activifies on or in connecfion with the Leased Premises and m an uses thereof, including the making of any alterafioris or change^^^ and the installation of any machines or other improvements, it will abide by and conform to all ordinances, rules and regulafions prescnbed by the Crty o Carlsbad^ including, but not limited to, sign regulafions and requirements for outdoor areas as set forth within the Carisbad Municipal Code, and any applicable la^^^^^^ State of Califomia and Federal Govemment, as any of the same now exist or may hereafter be adopted or amended. 20 NON-DISCRIMINATION: Lessee agrees not to discriminate against anv person or class of persons by reason of sex. color, race, religion, or nafiona oriqin Accommodafions or services to the public, such accommodafions or se^ces shaT be offered by the Lessee to the public on tair and reasonable terms. 21 PARTIAL INVALIDITY: If any term, covenant, condifion, or provision of this Aareement is held by a court of competent jurisdicfion to be invalid void or urienfo^^^^^^^^^^^^ remaLer of the provisions hereof shall ^main^^^^ force and effect and shall in no way be affected, impaired, or invalidated thereby. MAAC Project Lease Agreement 22 HOLD HARMLESS: Lessee shall defend, indemnify, and hold harmless Lessor, its officers and employees from liability, damage, and expense of anv kind including reasonable attomey's fees, ansing from all claims or causes o^acfion of any kind including but not limited to injury to or death of any oerson or persons including Lessee, its employees, and invitees resulting dfrecTy or indi ecSy from granting and performance of this Lease Agreement or Sg f?om the use and operafion 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, ^"bstance or w^^^^^^^^^ presence, use, manufacture, disposal, transportation, or rejease,^^^^^^^^ or in combinafion with other materials expected to be on the Leased Premises is ether (i) potentially injurious to the public health safety or welfare the environment or the Leased Premises, (ii) regulated or monitored by any aSvemment authority, or (iii) a basis for potenfial liability of Lessor to any qo^rrlelfag^^ third party under any applicable statute or common law ?heo% Lessee shall not cause or permrt any Hazardous Substance to be spil ed or released in on. under, or about the Leased Premises (including hrough the p umbirg or sa^ sewer system) and shall promptly, at Lessee^s expense^ take all invesfigatory and/or remedial acfion reasonably recommended, whether TJ\ZTor6ere6 or required, for the cleanup of any contam-nation o^ for the maintenance, security and/or monitoring of the Leased Pre^^^^^^ neighboring properties, that was caused or matenally contnbuted to by Lessee Sf pertaining to or involving any Hazardous Substance brought onto the Leased Premrses 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 subiect to all easements and rights-of-way now exisfing or heretofore granted or fes^rvei brLSso^or the City of Carisbad in, to or over the Building Premises for any purpose w^^^^^^^ and shall be subject to such rights-of-way for fea'soSe access, sewers, pipelines, conduits and -ch telephone^^^ c^^^^^ television, telegraph, light, heat or power lines as may from time to fime be determined by Lessor to be necessary. 25 SUCCESSORS IN INTEREST: Unless otherwise provided in this Aareement the temis, covenants and condifions herein shall apply to and bind the heTrs successors, executors, administrators, and assigns of all the parties hereto, all of whom shall be joinfiy 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 attomey's fees, ansing from an claims ^causes ofacfion of any kind including but not limited to injury to or death of MAAC Project Lease Agreement ^ anv person or persons, including Lessee, its employees, and invitees resulfing dfre^ror inlectly from granfing and performance of this Agreement or arising from he 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 Aareement and any and all amendments, insurance against claims for injuries to pl sons or damage to property which may arise out of orconnec^^^^^^^^^ of the subiect building and provision of services by Lessee. The insurance will be ob afned'fom an admitted and authorized to do business in the State of Califomia. The insurance carrier is required to have a current Bests 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 P^^^^ operations in the amount of not less than One Million Dollars ($1.000-000) combined single limrt per occurrence for bodily injury. Pe^^onal injury a^^^ property damage. If the submitted policies contain aggregate lim ts, general aggregate limits will apply separately under this lease or the general aggregate will be twice the required per occurrence limits. b^ ProDertv Insurance - Lessee shall obtain and maintain insurance ^ coyerZ oTaW of Lessee's personal property, trade fixtures, alterations and utnity installations. Such insurance shall be full replacement cost coverage v^ih a deducfible 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 alterafions and ufility installafions. Lessor will be responsible for providing coverage for the structure itself, eXsive of the i?ems required to be covered by Lessee's insurance policy. c^ Business Interruption - Lessee shall obtain and maintain loss of income ^ and e^ra expense insurance in amounts as will reimburse Lessee for dfrecf or indirect loss of eamings attributable to all Pen s common^ insured against by prudent lessees in the business of Lessee o attributabte to prevention of access to the Leased Premises as a resurt of such perils. d) Evidence of Insurance - Certificates and endorsements in a forrn acceptable to Lessor evidencing the existence of the necessary .nsuranc^ policies shall be kept on file with Lessor dunng the entire term of this 10 MAAC Project Lease Agreement lease. All insurance policies shall be primary coverage, and vvill name Lessor as an addifional insured, protect Lessor against any legal costs in defending claims and will not terminate without ten (10) days wntten nofice to Lessor. e) Lessor shall retain the right at any fime to review the coverage form and amount of the insurance required hereby. If, in the opinion o 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 protecfion. Lessor's requirements shall be reasonable but shall be designed to assure protecfion from and against the kind and extent of risk, which exist at the fime a change in insurance is required. f) Lessor shall notify Lessee in wrifing of changes in the insurance requirements and. rt Lessee does not deposrt certificates/endorsements evidencing acceptable insurance policies wrth Lessor 'ncorporafing such changes wrthin thirty (30) days of receipt of such nofice. this lease shall be fn defaurt without further nofice to Lessee, and Lessor shall be entrtled to all legal remedies. g) The procuring of such required policies of insurance shall not be construed to limrt Lessee's liability hereunder, nor to fulfi the indemnification provisions and requirements of this leasa Notwrthstanding said policies of insurance. Lessee shall be obligated fo the full and total amount of any damage, injury, or loss caused by negligence or neglect connected with this lease or wrth 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 resurt in the cancellation of any insurance Lessor may have on the Leased Premises, or on adjacent premises, or that will cause cancellafion of any other insurance coverage for the Leased Premises, or adjoining premises. Lessee further agrees not to keep on the Leased Premises or permrt 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 trtle and MAAC Project Lease Agreement ^ ^ auiet enjoyment or declarafion of any nature whatsoever concerning the 2o ditio Jorhe"Leased Premises, including the P^^f^.^l''^^^^^^ condifion which may affect the Leased Premises, and 't 's agreed tha Lessor w^n not be responsible for any loss, damage or costs which may be incurred by Lessee by reason of any such condition or condifions. 29 DAMAGE TO OR DESTRUCTION OF LEASED PREMISES: In the event of damage to or destrucfion by fire, the elements, acts of God or any other fafse of the improvements located within the demised premises Lessee shal . S nfnet; (90)'days. commence and diligently pursue to oompl^fi^^ replacement, or reconstrucfion of improvements necessary to Permit fun use and occuoancv of the Leased Premises for the purposes required by this lease_ Sf 'epScerfent or reconstrucfion of improvements within the Leased S ses reS shall be accomplished in a manner and according to plans appraved by Lefsor; provided, however. Lessee shall not be obligated to repair feconstruct or rfpla the improvements following their destruction in whole or "nfia part except to the extent the loss is covered by insurance required to be ctried by Lessee pursuant to Paragraph 27 of this Agreemen^^^^ would be covered whether or not such required insurance is actually in effec^^ f 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 terminafion of this lease for any reason, including but not limited to terminafion beTJuse of dS by Lessee, Lessee shall execute, acknowledge and deliver to Sf w^hintirty (30) days after receipt of written demand the,^^^^^^^^ sufficient deed whereby all right, tifie and interest of Lessee in the dem seo LeSpremTser is quitclaimed to Lessor. Should Lessee tail or refuse to deliver the fequired dS to Lessor. Lessor may prepare and record a nofice recrting the faLre o S^^^^^ to execute, acknowledge and deliver such deed and said nofic^^^ shal be conclusive evidence of the termination of this lease and of all nght of LesLe o"^^ under Lessee in and to the demised Leased Premises. 31 PEACEABLE SURRENDER: Upon the expirafion of this lease or sooner terminafion or cancellafion thereof, as herein provided Lessee win peaS^at^y Tirrender said Leased Premises to Lessor in as good condition as safd Leased pfemises were at the date of this lease, ordinary wear and tear Specied If the Lessee tails to surrender the Leased Premises at the expirafion of th^lease or the eariier terminafion or cancellation thereof, Lessee shall dJeZ andlnSernn^ Lessor from all liability and expense resulfing from he deSy of failure to surrender, including, without limitation, any succeeding Lessee's claims based on Lessee's tailure to surrender. 12 MAAC Project Lease Agreement 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 sha I not be no^^ be construed to be a waiver of any subsequent or other breach of the sanie or afyXr covenant, condition or agreement of this lease, nor shall any fe ure on the part of Lessor to require or exact full and complete compliance by Lessee wi^'any of the covenants, conditions, or agreements of this 'ease be cons^^^^^^^^ as in anv manner changing the terms hereof or to prevent Lessor from enforcing fhe fuT proviso' s hereof'The subsequent acceptance ofjent hereunder by Lesso shall not be deemed to be waiver of any preceding breach by Lessee of af^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 term-na ion o hfs lease In the event that Lessee holds over, then the Base Rent shall be fncreased to one hundred fifty (150%) of the Base Rent applicable dunng the :rh fr^mec^ately precedin^the expiration or terminafion^ Not -ng co^^^^^^^ 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 warranfies or representations as to he condition ofthe Leased Premises, including the structural integrrty of f uilding the condition of the roof and/or the electrical, or its suitabil^ to the Lessee's proposed use. Lessee shall be entitied to have mdepender^t tests Srned^^^^ execution of this Agreement to satisfy Lessee that the Leased pfeXs are in the condition warranted. By signing this Agreement. Lessee fepresen^^^^ warrants that rt has independently inspected the Leased Eses and made all tests, investigations and observations necessar^^^^^ satisfv itself of the condifion of the Leased Premises. Lessee further fckfllSes t°hat Leased Premises are in the condition called f^^^^^^ and that Lessee does not hold Lessor responsible for any defects in Leasea Premises. 35 QUIET POSSESSION: Lessee will at all times during the terms of this Aareement occupy the Leased Premises quietly and not commrt any act waste or nuTance 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 onlv understanding and agreement of the parties, and Lessee, by accepting the s2e afrnoSges that there is no other written or oral understanding or aareemenTe^^/ee^^ the parties with respect to the Leased Premises and that this Ag^ement supersedes all prior negotiations, discussions, obligations and rights. MAAC Project Lease Agreement ^ ^ of the parties hereto. No waiver, modification, amendment or alterafion of this Agreement shall be valid unless rt is expressly in wrifing 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 attomey of any other party, has made any promise, representations, waiver or warranty whatsoever, expressed or implied, which is not expressly contained in wnting in this Agreement, and each party further acknowledges that rt has not executed this lease in reliance upon any collateral promise, representafion. waiver or warranty, or in reliance upon any belief as to any tact 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 wrifing to receive such nofice 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 nofice If served by certified mail, forty-eight (48) hours after deposrt in the U.S. Mail, service will be considered completed and binding on the party served. /// /// /// /// /// /// /// /// /// MAAC Project Lease Agreement 14 FOR LESSEE FOR LESSOR Metropolitan Area Advisory Committee on Anti-Poverty in San Diego County. Inc. Dba "MAAC Project" 1355 Third Avenue Chula Vista. CA91911 PRESIDEN//CEO Metropolitan Area Advisory Com Anfi-Poverty in San Diego Count Dba "MAAC Project" DATF- J.>^ 2- City of Carisbad Mayor 1200 Carlsbad Village Drive Carisbad. CA 92008 CITY OF CARLSBAD DATE LESEE: DATE: Note: Signature of Lessee must be notarized. APPROVED AS JO FORM: BY: DATE: lAA. BREWER ATTORNEY J MAAC Project Lease Agreement 15 ACKNOWLEDGMENT State of California County of San Diego On June 2, 2014 before me. personally appeared Arnulfo Manriquez Francia MG Baluca, Notary Public (insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person^ whose namefs) is/afc subscribed to the within instrument and acknowledged to me that he/shefthey executed the same in his/b©fftheir authorized capacity(ies), and that by his/lw/thetr signature(e) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) FRANCIA MG BALUCA |; COMM.» 2002533 (I) NOTARY PUBLIC-CALIFORNIA "J SAN DIEGO COUHTY MYCOMM.EXP DEC 30,2016" Description of Attached Documents Title or Type ofDocument: 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] Exhibit 4 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Carlsbad City Clerk's Office 1200 Carlsbad Village Drive Carlsbad, CA 92008 MEMORANDUM OF LEASE This Memorandum of Lease, hereinafter "Memorandum", dated Z- ZOi'^ 2014, between the CITY OF CARLSBAD, (LESSOR) and Metropolitan Area Advisory Committee on Anti-Poverty m San Diego, Inc., dba "MAAC Project" (LESSEE) concems the Leased Premises located at 3368 Eureka Place, Carlsbad, CaUfomia 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 ~%'jrjKS 7ni'^ 2014, the Memorandum of which is recorded hereby, including without limitation 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 ofthis 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, Califomia 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 ofthe undersigned has executed this Memorandum as of the dates set forth in the respective notary acknowledgements attached hereto. LESSEE: MAAC PROJECT LESSOR: CITY OF CARLSBAD, A CHARTERED MUNICIPAL CORPORATION Print Name: ARNULFO MANRIQUEZ / / PrintName: Matt Hall PRESIDENT/CEO Title: Title Mayor By: Print Name: Title: III III CA 4/9/2014 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of Califomia County of S^n Dig^D On VUihJL before me, ~A ~T (HdQ^insert name and titlsjjf the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person^) whose nameO) is/afe-subscribed to the within mstrument and acknowledged to me that he/oho/thoy executed the same in his/her/thoir authorized capacity(4©&), and that by his/her/their signature(s) on the instrument the person(fi-), or tiie entity upon behalf of which tiie person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under tiie laws of tiie State of Califomia tiiat tiie foregoing paragraph is tme and correct. WITNESS my hand and official seal. i/^ \^^-^r^H ' (Notaiy Seal) Signature o: 1 MORGEN FRY Commission* 1918442 Notary Public - Calitornia % San Diego County g My Comm. Expires Dec 24.20141 ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT ^ALw\owLndtJL^ 6^ 1 .' ^A^W^ (Title or description of attached document) \ (Title or description of attached docuinent continued) Number of Pages Document Date (Additional information) CAPACITY CLAIMED BY THE SIGNER • Individual (s) • Corporate Officer (Title) • Partner(s) • Attomey-in-Fact • Trustee(s) • Other INSTRUCTIONS FOR COMPLETING THIS FORM An^i 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 altemative 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. centring 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 notaiy 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. fee/she/tiieyr- is /afe ) or circling the correct forms. Failure fo 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 coimty 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 2008 Version CAPA vl2.10.07 800-873-9865 www.NotaryClasses.com ACKNOWLEDGMENT State of California County of San Diego J nn June 2, 2014 before me Francia MG Baluca. Notary Public (Insert name and title of the officer) 5— I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregomg paragraph is true and correct. WITNESS my hand and official seal. Signature (^^^^i/^u>^^i{^Mj^ (Seal) FRANCIA MG BALUCA < , COMM. # 2002533 m NOTARY PUBUC-CAUFORNIA «• SAN DIEGO COUNTY MY COMM. E>P. DEC' 3°. \ Descrintion of Attached Documents Title or Type ofDocument: 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