The URL can be used to link to this page

Boys and Girls Clubs of Inland North CountySUBLEASE This Sublease ( "Sublease ") is entered into 29 Zoe , between the BOYS & GIRLS CLUBS OF GREATER SAN DIEGO (former y known as BOYS & GIRLS CLUB OF INLAND NORTH COUNTY), a California nonprofit corporation ( "Landlord" or the "Club ") and COMMUNITY ACTION PARTNERSHIP OF SAN LUIS OBISPO CO., INC., a (�if�taaf corporation, ( "Tenant" or "CAPSLO"). el RECITALS A. Pursuant to a "Boys and Girls Clubs of Inland North County Community Park Lease Agreement" entered into on or about June 11, 2002 (the "Club Lease ") the Club leased the real property located at 12988 Bowron Rd., Poway, California 92064, County of San Diego, State of California (the "Property "), as more particularly described in Exhibit "A" attached hereto and incorporated herein by reference, from the City of Poway ( "City"). The Property is improved with a Building which building is used for the operation of the Club, among other things. B. Pursuant to the Club Lease, the Club is granted the right to sublet a portion of the Property for use as a Head Start Program only with the prior written consent of the City. C. On or about September 3, 2002, pursuant to a Sublease by and between the Club and Neighborhood House Association ( "NHA "), the Club leased that portion of the Property known as the childcare center as shown on the Site Plan attached hereto as Exhibit "C ", including Common Areas (as defined in Section 5.4 of this Sublease) (the "Premises ") to NHA for use in the operations of a Head Start Program. Said Sublease was subsequently modified by a Modification of Sublease Agreement by and between NHA and the Club dated September 3, 2002, to conform to the City's requirements. D. On or about February 5, 2009 the Club received a copy of a letter dated July 31, 2008 from NHA indicating that NHA's funding for its Head Start Program had been reduced to a level that made it impractical to continue operation of the Poway Head Start Center and therefore terminated the Sublease early pursuant to Section 12 of the Sublease between NHA and the Club. E. On or about July 30, 2012 the Club received a copy of the termination of the Lease from CDI indicating that they would no longer be operating the Head Start Program, which they did on an interim basis. The Lease was therefore terminated. F. CAPSLO has been selected by the Administration for Children and Families in the United States Department of Health and Human Services ( "ACF ") to replace CDI as the operator Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — POWAY of the Head Start Program, which means that CAPSLO will operate the Head Start Program as the permanent local grantee to operate such Head Start Program. G. CAPSLO desires to lease the Premises from the Club and the Club desires to lease the Premises to CAPSLO pursuant to the terms and conditions hereinafter set forth. H. The Club and CAPSLO desire to obtain the City's consent to this new Sublease, as required by the terms of the Club Lease with the City. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Subleased Premises. Subject to the approval of this Sublease by the City and to the provisions of the Club Lease between the City and the Club, Landlord hereby leases the Premises (as more fully described in Exhibits `B" and "C" attached hereto and incorporated herein by reference and including the Common Areas described in Section 5.4 of this Sublease) to Tenant and Tenant leases the Premises from Landlord, upon all of the terms and conditions set forth in this Sublease. This Sublease subordinates to the applicable covenants and conditions of the Club Lease between the City and the Club. In the event of conflict between the provisions of this Sublease and those of the Club Lease between the City and Club, the Club Lease between the City and the Club shall control. 2. Term. 2.1. Term. The term ( "Term ") of this Sublease is for a period of approximately four years eight and one -half months, commencing on September 16, 2012 ( "Commencement Date" or "Effective Date "), and ending at 11:59 p.m. on June 30, 2017 unless sooner terminated under the terms of this Sublease. 2.2. Possession. Tenant hereby accepts the Premises in the condition existing as of the Lease commencement date as set forth in Paragraph 2. 1, or the date that Tenant takes possession of the Premises, whichever is earlier, and agrees that its use shall be subject to all applicable zoning, municipal, county, state and federal laws, ordinances and regulations governing and regulating the use of the Premises and the Building, and any covenants or restrictions. Tenant acknowledges that neither Landlord nor Landlord's agent, if any, has made any representation or warranty as to the present or future suitability of the Premises or the Building for the conduct of Tenant's business. Tenant will have examined and inspected the premises and will know and be satisfied with the physical condition, quality, quantity and state of repair of the premises in all respects and shall have determined that the same is acceptable to Tenant "AS -IS ", and Tenant acknowledges that, except as otherwise set forth herein, Tenant is leasing the premises in such "AS -IS" condition solely in reliance on its own inspections and examination, and its own evaluation of the premises. Tenant agrees that no representations, statements or warranties have at any time been made by Landlord, or its agents, as to the physical condition, quality, quantity Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — POWAY 2 or state of repair of the premises or related to the operation or prospects for the premises in any respect which have not been expressed in this Lease. Landlord makes no representations as to the ability of the Tenant to utilize the business for Head Start business. Tenant is to perform its own investigation to determine the suitability of the structure for operation Tenant's business. 3. Rent. 3.1. Base Rent. Tenant shall pay to Landlord Base Rent as minimum monthly rent, without deduction, setoff, prior notice, or demand the sum of $3,685.00 per month. Monthly installments of Base Rent shall be payable monthly, in advance, on the first day of each month. The rent for any partial month shall be prorated on the basis of a thirty (30) day month. Rent shall be paid in lawful money of the United States to Landlord at the address set forth on the signature page of this Sublease or to such other person or at such other place as Landlord may designate in writing. 3.2. Intentionally Left Blank.. 4. Use. 4.1. Use. CAPSLO shall use those portion of the Club's Property leased to CAPSLO herein only for CAPSLO's Head Start Program, with a maximum limit of twenty -eight (28) pre - school children, located on the leased Premises at any one time, and for no other purpose. 4.2. Compliance With Law. Tenant shall comply with and observe all statutes, ordinances, regulations, orders and decrees of federal, state and city governments, or any departments, bureaus or agencies thereof, and all covenants and restrictions and requirements regulating the use of the Premises, whether now in force or promulgated in the future. Any and all expense resulting from such compliance shall be born by Tenant. Tenant shall not use nor permit the use of the Premises in any manner which will tend to create waste or a nuisance or shall tend to disturb any other tenants in the building in which the Premises is located (the "Building "). 5. Maintenance. Repair and Alteration of Premises 5.1. Condition of Premises. Tenant hereby accepts the Premises in the condition existing as of the date that Tenant took possession of the Premises, subject to all applicable zoning, municipal, county, state and federal laws, ordinances and regulations governing and regulating the use of the Premises and the Building, and any covenants or restrictions. Tenant acknowledges that neither Landlord nor Landlord's agent, if any, has made any representation or warranty as to the present or future suitability of the Premises or the Building for the conduct of Tenant's business. 5.2. Landlord's Obligations For Repair and Maintenance. Landlord shall repair and maintain in good condition the structural parts of the Building, which structural parts include only the foundations, bearing and exterior walls, subflooring, roof, gutters and downspouts on the Building. To the fullest extent allowed by law, Tenant hereby expressly waives the benefits of any statute now or hereafter in effect including, but not limited to, Civil Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — POWAY 3 Code Sections 1941 and 1942, which would otherwise give Tenant the right to make repairs and deduct the cost thereof from rent or the right to terminate this Sublease because of Landlord's failure to keep the Premises in good order, condition and repair. 5.3. Tenant's Obligations For Repair and Maintenance. Tenant shall, at Tenant's sole expense, keep in good order, condition and repair the Premises and all parts thereof (whether or not the damaged portion of the Premises or the means of repairing the same are reasonably or readily accessible to Tenant) including, without limitation, all glass, doors, frames, plumbing, heating, air conditioning, ventilating and electrical, systems, lighting facilities, fixtures, interior walls, interior surface of exterior walls, ceilings, plate glass and skylights, and all of Tenant's personal property within the Premises. All operation and maintenance, repair and replacement shall be made in compliance with all applicable laws and governmental regulations. If Tenant fails to perform Tenant's obligations under this Section 5.3, Landlord may, at Landlord's sole option, enter the Premises and perform such obligations on Tenant's behalf and put the Premises or any part thereof in good repair. The cost therefor, together with interest thereon at the maximum rate then allowed by law, shall be immediately due and payable as additional rent to Landlord. Tenant shall not cause or permit any waste or injury to the Premises and shall keep the Premises free from any and all objectionable noises, odors, rubbish and debris inconsistent with the proper operation of Tenant's usual business thereon. Tenant shall further conform to all rules and regulations now of hereafter reasonably established by Landlord for the general safety, care and cleanliness of the Premises, and the comfort, quiet and convenience of other tenants of the Building, if any. Landlord shall not be responsible to Tenant for the nonobservance or violation of any such rules and regulations by any other tenants. 5.4. Common Areas. Common areas ( "Common Areas ") means all areas and facilities outside the Premises and within the exterior boundaries of the real property on which the Building and Premises are located and which are for the general use and convenience of Tenant, other tenants of the Building and the City as set forth in the Club Lease. Common Areas include, without limitation, sidewalks, entrance ways, service areas, patios, landscaped areas, hallways, public restrooms, stairways, parking areas, driveways, roadways, loading areas, elevators, and hallways. Landlord shall repair and maintain the Common Areas in good condition. Landlord and the City may establish and enforce reasonable rules and regulations concerning the Common Areas. Further, Landlord may temporarily close any of the Common Areas for maintenance or repair purposes. Landlord may select a person or organization to maintain and operate any of the Common Areas. Landlord shall also have the right to make changes to the Common Areas including, without limitation, changes in the location of driveways, entrances, exits and parking spaces. 5.5. Alterations. Additions and Improvements. Tenant shall not make any alterations, additions or improvements to the Premises or the Building without the prior written consent of Landlord. If such consent is granted, any such alteration, addition or improvement shall be made in accordance with all applicable federal, state and municipal laws, rules and regulations as well as all covenants and restrictions. This Section shall specifically include carpeting, window coverings, air lines, power panels, electrical distribution systems, lighting fixtures, space heaters, air conditioning, plumbing, cabinets and fencing. If Landlord grants such Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — POWAY 4 consent, Landlord may require Tenant to remove any and all such alterations, additions or improvements at the expiration of the Term and restore the Premises and/or the Building to its condition as of this commencement of this Sublease. If Landlord does not require such removal and restoration, all alterations, additions and improvements shall become the property of Landlord and remain upon and be surrendered with the Premises at the expiration of the Term. Tenant shall pay, when due, all claims for labor or materials furnished or alleged to have been fumished to or for Tenant at or for use in the Premises or the Building, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises, Building or any interest therein. Landlord may also require Tenant to provide Landlord, at Tenant's sole cost and expense, a lien and completion bond in an amount equal to 1 1/2 times the estimated cost of such alterations, additions or improvements to insure Landlord against any liability for mechanic's and materialmen's liens and to insure completion of the work. The bond shall meet the requirements of Civil Code Section 3143. If Tenant shall, in good faith, contest the validity of any such claim, lien or demand, then Tenant shall, at its sole expense, defend itself and Landlord against the same and shall pay and satisfy any such adverse judgement that may be rendered thereon before the enforcement thereof against the Landlord or the Premises, upon the condition that if Landlord shall require, Tenant shall furnish to Landlord a surety bond satisfactory to Landlord in an amount equal to such contested lien, claim or demand indemnifying Landlord against liability for the same and holding the Premises free from the effect of such lien, claim or demand. In addition, Landlord may require Tenant to pay Landlord's attorneys fees and costs of participating in such action. Tenant shall give Landlord not less than ten (10) days written notice prior to the commencement of any work in the Premises, and Landlord shall have the right to post notices of nonresponsibility in the Premises. Any proposed alterations, additions or improvements shall be presented to Landlord in written form with detailed plans. If Tenant makes any alteration, addition or improvement without the prior written consent of Landlord, Landlord may require Tenant to remove any or all of the same. 6. Insurance and Indemnity. 6.1. Liability Insurance. Tenant shall, at Tenant's sole expense, obtain and keep in force during the Term of this Sublease a policy of general liability insurance including combined single limit bodily injury and property damage insurance insuring Landlord, Tenant, City, including but not limited to their officers, directors, volunteers, agents and employees against any liability arising out of Tenant's ownership, use, occupancy and maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be a combined single limit policy in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and $2,000,000.00 aggregate. The policy shall insure performance by Tenant of the indemnity provisions of Section 6.5. The limits of the insurance shall not, however, limit the liability of Tenant hereunder. Initial Certificates of Insurance and General Liability Deluxe Endorsements showing Landlord and the City as additional insureds have been provided to the Landlord and the City and are satisfactory for the purposes of this Section 6.1. Each time said policy is renewed, a new Certificate of Insurance and endorsement acceptable to Landlord and City showing Landlord and the City as additional insured shall be provided to Landlord and the City. Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — PO WAY 5 6.2. Tenant's Failure to Obtain Insurance. If Tenant fails to procure and maintain any insurance required by Section 6.1, Landlord may, but shall not be required to, procure and maintain such insurance. Tenant shall immediately reimburse Landlord for all costs therefor together with interest thereon at the maximum rate then allowed by law. 6.3. Increase of Insurance. Tenant shall not operate, occupy, maintain, or use the leased portions of the Property in such a manner as to result in cancellation of the Club's insurance or that results in an increase of the Club's liability and/or property damage insurance. In the event that the Club's insurance is increased solely by reason of Tenant's use, occupancy, maintenance, or operation of the leased Premises, then Tenant shall promptly reimburse the Club for such increased cost upon demand by the Club. The Tenant acknowledges that it shall have the sole responsibility for maintaining property damage insurance on its fixtures and equipment and other personal property located at the Premises. 6.4. Insurance Policies. Insurance required hereunder shall be with companies holding a general policy holders rating of at least B plus, or such other rating as may be required by a lender having a lien or the Premises, as set forth in the most current issue of Best's Insurance Guide. Tenant shall deliver to Landlord copies of the policies of insurance or certificates evidencing the type and amount of the insurance for all insurance required to be maintained by Tenant. No policy shall be cancelable or subject to reduction in coverage or other modification except after thirty (30) days prior written notice to Landlord. Tenant shall, at least thirty (30) days prior to the expiration of such policy, furnish Landlord with renewals or binders thereof, or Landlord may order such insurance and charge the cost thereof to Tenant, which amount shall be payable by Tenant upon demand. Tenant shall not do or permit to be done anything which will invalidate any insurance policies required in this Section 6. All policies of insurance shall name Landlord, City and their officers and employees (and at Landlord's option any additional parties designated by Landlord) as additional insureds. 6.5. Indemnity. Tenant shall defend, indemnify and hold Landlord harmless from and against any claim, demand, judgment, award, fine, mechanics' lien or other lien, loss damage, expense, charge or cost of any kind or character (including actual attorney fees and court costs) arising directly or indirectly from (a) this Sublease, other than claims relating to Landlord's performance or failure to perform as required by this Sublease, (b) labor dispute involving Tenant or its contractors and agent, (c) the construction repair, alteration, use, occupancy or enjoyment of the Premises, or from the conduct of Tenant's business or from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises or the Building or elsewhere on the Property (hereinafter referred to as "Claims "), including, without limitation, Claims caused by concurrent negligent act or omission whether active or passive of Landlord or its agents. Tenant shall further indemnify and hold Landlord harmless from and against any and all Claims arising from any breach or default in the performance of any obligation of Tenant under this Sublease or arising from any negligence of the Tenant or any of Tenant's agents, contractors or employees and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such Claim or any action or proceeding brought thereon. If any action or proceeding is brought against Landlord by reason of any such Claim, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by counsel Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — PO W AY 6 reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause and Tenant hereby waives all claims in respect thereof against Landlord. Notwithstanding the foregoing or anything to the contrary in this Sublease, Tenant shall have no obligation whatsoever to defend or indemnify Landlord to the extent any such Claim arises out of the gross negligence, willful or criminal act of Landlord. In addition, the foregoing indemnity does not extend to any area of the Property not controlled or used by Tenant, nor does it extend to any obligations Landlord may have under applicable statutory warranties. 6.6. Exemption of Landlord from Liability. Tenant hereby agrees that Landlord shall not be liable for injury to Tenant's business or for any loss of income therefrom or for damage to the goods, wares, merchandise or other property of Tenant, Tenant's employees, invitees, customers or any other person in or about the Premises. Further, Landlord shall not be liable for any injury to Tenant, Tenant's employees, agents or contractors whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain or from breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether the damage or injury results from conditions arising upon the Premises or upon other portions of the Building or from other sources or places and regardless of whether the cause of damage or injury or the means of repairing the same is inaccessible to Tenant. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. 7. Damage or Destruction. 7.1. Partial or Total Damage or Destruction of Premises. In the event that the Premises or the Building are partially or totally damaged or destroyed, from any cause whatsoever, except through fault of Tenant, whether or not such damage or destruction is covered by the insurance required under Section 6, then Landlord may, at Landlord's sole option, either: 1) restore the Premises, Building, or improvements to the condition existing immediately prior to such damage or destruction and this Sublease shall remain in full force and effect; or 2) terminate this Sublease immediately; provided, however, that if the cost of restoration of the damage or destruction is Ten Thousand Dollars ($10,000.00) or less and insurance proceeds are available for such restoration, Landlord shall repair the Premises or Building to their condition existing immediately prior to the damage or destruction. Any damage caused through fault of the Tenant shall be repaired and restored to the condition existing immediately prior to such damage or destruction at the sole cost and expense of the Tenant. Tenant agrees that preliminary steps toward performing repairs, restoration or replacement shall be commenced within thirty (30) days, and the required repairs, restoration, or replacement shall be completed within a reasonable time thereafter in a manner acceptable to Landlord, in Landlord's sole discretion. 7.2. Abatement of Rent. If the Premises are partially or totally damaged or destroyed, and if Landlord restores the Premises under the provisions of Section 7.1, monthly rent shall be abated proportionately with the degree to which Tenant's use of the Premises is impaired commencing from the date of damage or destruction and continuing during the period of such restoration until the restoration is completed so that Tenant may use the Premises for Tenant's usual business. Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — PO W AY 7 7.3. Waiver. Tenant waives the provisions of any statutes which relate to termination of Subleases or leases when the thing leased is destroyed and agrees that such event shall be governed by the terms of this Sublease. 8. Utilities and Personal Property Taxes. 8.1 Tenant shall pay for all utilities including, but not limited to, water, gas, heat, electricity, power, telephone service, sewer connection, garbage disposal and other services supplied to the Premises. 8.2 Taxes on Improvements and Personal Property. In the event any personal property taxes are assessed against the Premises as a result of or related to Tenant's tenancy and property, Tenant shall pay before delinquency all taxes, assessments, license fees, and other charges that are levied and assessed on improvements, personal property, alterations, and trade fixtures on the Premises. 9. Licenses and Permits. It shall be the sole and full responsibility of CAPSLO, at its cost, to obtain all permits and licenses as are necessary to the use, operation, occupancy and /or maintenance of those portions of the Property leased herein to CAPSLO. The effectiveness of this Sublease is expressly made contingent upon the Club's receipt of copies of all licenses, proof of insurance and other documentation reasonably requested by the Club and/or the City. 10. Hours of Operation. CAPSLO shall conduct its operation of the Head Start Program on the Premises during the following hours: Monday through Friday, except holidays, 7:00 a.m. to 6:00 p.m. and occasional evening or weekend use for Parent and/or Staff Meetings from 7:00 a.m. to 9:00 p.m. Monday through Friday and Saturday, 8:00 a.m. to 6:00 p.m. 11. Default. 11.1. Tenant's Default. The occurrence of any of the following shall constitute a default by Tenant: 11.1.1. Failure to pay rent or other sums when due. 11.1.2. Abandonment and vacation of the Premises (failure to occupy and operate the Premises for ten (10) consecutive days shall be deemed an abandonment and vacation). 11.1.3. Failure to perform any other provision of this Sublease (a nonmonetary default) if the failure to perform is not cured within thirty (30) days after notice has been given to Tenant. If the default cannot reasonably be cured within thirty (30) days, Tenant shall not be in default of this Sublease if Tenant commences to cure the default within the thirty (30) day period and diligently and in good faith continues to cure the default. Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO —POWAY 8 Notices given under this Section shall specify the alleged default and the applicable Sublease provisions, and shall demand that Tenant perform the provisions of this Sublease or pay the rent that is in arrears, as the case may be, within the applicable period of time, or quit the Premises. No such notice shall be deemed a forfeiture or a termination of this Sublease unless Landlord so elects in the notice. The purpose of the notice requirements set forth in this Section is to extend the notice requirements of the unlawful detainer statutes of California. 11.1.4. Violation by Tenant of any provisions of covenants, conditions and restrictions ( "CC &Rs ") and/or any other recorded documents affecting the Premises. 11.1.5. No interest of Tenant in this Sublease shall be assignable by operation of law. Each of the following acts shall be considered an involuntary assignment and a default hereunder: 11.1.5.1 If Tenant is or becomes bankrupt or insolvent or is unable to pay Tenant's debts as they become due, makes an assignment for the benefit of creditors, or institutes a proceeding under the Bankruptcy Act in which Tenant is the bankrupt; or, if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; 11.1.5.2 If a writ of attachment or execution is levied on this Sublease; 11.1.5.3 If, any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Sublease, in which case this Sublease shall not be treated as an asset of Tenant. 11.2. Intentionally Left Blank. 12. Termination. This Sublease may be terminated as follows: 12.1. In the event that during the term of this Sublease, governmental funding is either eliminated or reduced to a point so as to render continued operation of the Head Start Program impractical or impossible, Tenant may terminate this Sublease upon ninety (90) days' written notice to the Club. Sublease- BOYS' & GIRLS' CLUBS AND CAPSLO — PO WAY 9 12.2. By Club, for CAPSLO's breach of any covenant or condition contained in this Sublease which is not cured within thirty (30) days immediately following written notice from the Club of such alleged breach. 12.3. By mutual agreement of the Parties hereto. 12.4. Exception to Termination. Notwithstanding the above provisions regarding termination but subject to Sections 12.5 and 12.6 below, this Sublease shall not be terminated prior to June 30 in any year for which Tenant has received funding for its Head Start Program. 12.5. In the event that the Lease between the City of Poway and the Club is terminated, for any reason, before the end of the Term of this Sublease, this Sublease shall terminate. In addition, in the event the City of Poway and the Club enter into any modified or new Lease agreement regarding the Property which will make performance of the Sublease impossible or materially impracticable, the Club may, at its sole discretion, with ninety (90) days notice, terminate this Sublease. 12.6. Surrender: Termination. Upon termination of this Sublease, Tenant shall surrender the Premises to Landlord in the same condition as received, ordinary wear and tear excepted, clean and free of debris. Tenant shall repair any damage to the Premises occasioned by the installation or removal of its trade fixtures, furnishings and equipment. Unless Landlord requests the removal as set forth in Section 5.5, all alterations, improvements and additions shall become the property of Landlord and remain upon and be surrendered with the Premises at the expiration of the Term. 13. Late Char¢es. Tenant hereby acknowledges that late payment by Tenant to Landlord of rent and other sums due under this Sublease will cause Landlord to incur costs not contemplated by this Sublease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises. Accordingly, if any installment of rent or any other sum due from Tenant is not received by Landlord within ten (10) days after such amount is due then Tenant shall immediately pay to Landlord a late charge equal to six percent (6 %) of the overdue amount. The parties agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance of the late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted under this Sublease. If a late charge is payable hereunder, whether or not collected, for three (3) installments of rent, then rent shall automatically become due and payable quarterly in advance, rather than monthly, notwithstanding any other provision of this Sublease to the contrary. Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — POWAY 10 14. Condemnation. 14.1. Definitions. "Condemnation" means: (a) the exercise of any governmental power, whether by legal proceedings or otherwise, by a condemnor; and (b) a voluntary sale or transfer by Landlord to any condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending. "Date of Taking" means the date the condemnor has the right to possession of the property being condemned. "Award" means all compensation, sums, or anything of value awarded, paid or received on a total or partial condemnation. "Condemnor" means any public or quasi - public authority, or private corporation or individual, having the power of condemnation. If, during the Term or during the period of time between the execution of this Sublease and the date the Term commences, there is a taking of all or any part of the Premises, Building, other improvements or real property of which the Premises are a part or of any interest in this Sublease by condemnation, the rights and obligations of the parties shall be determined pursuant to this Section. 14.2. Total Taking. If all of the square footage in the Premises is taken by Condemnation, this Sublease shall terminate on the Date of Taking. 14.3. Partial Taking. If a portion of the square footage but less than all of the square footage of the Premises or of the Building or the real property of which the Premises are a part, is taken by condemnation, Landlord, within sixty (60) days after the Date of Taking, may terminate this Sublease as of a date specified in a written notice given to Tenant by Landlord within that sixty (60) day period. If Landlord does not give notice of termination to Tenant within that sixty (60) day period, then this Sublease shall continue in full force and effect; provided, however, that if a portion of the square footage but less than all of the square footage in the Premises is taken, monthly rent shall be reduced by an amount that is in the same ratio to monthly rent as the total square footage in the Premises taken bears to the total square footage in the Premises immediately before that Date of Taking. 14.4. Waiver of California Code of Civil Procedure Section 1265.130. Tenant waives the provisions of Code of Civil Procedure Section 1265.130 allowing a party to petition the superior court to terminate this Sublease in the event of a partial taking of the Premises. 14.5. Restoration of Premises. If there is a partial taking of the Premises and this Sublease remains in full force and effect Tenant at its cost shall accomplish all necessary restoration with no abatement of rent. 14.6. Award. The entire award shall belong to and be paid to Landlord except that Tenant shall receive from the award a sum attributable to Tenant's improvements or alterations made to the Premises by Tenant in accordance with this Sublease which Tenant has Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — PO W AY j j the right to remove from the Premises pursuant to the provisions of this Sublease but elects not to remove. 15. No Broker. Tenant represents that neither the Premises, nor any portion of the Building, was presented to it or to any person representing it by any broker or finder and that no broker or finder was involved in the leasing of the Premises. Tenant warrants that no claim for commission for the leasing shall be presented to Landlord. Further, Tenant agrees to indemnify and defend Landlord in the event of any such claims. 16. Assignment. 16.1. No Assignment. Tenant shall not assign or encumber its interest in this Sublease or in the Premises, or sublease all or any part of the Premises, or allow any other person or entity to occupy or use all or any part of the Premises, without first obtaining Landlord's prior written consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance, or sublease without Landlord's prior written consent shall be voidable and, at Landlord's election, shall constitute a material default of this Sublease. No consent to any assignment, encumbrance, or sublease shall constitute a further waiver of the provisions of this Section. 16.2. If Consent is Given. If Landlord consents to a sublease, Tenant immediately and irrevocably assigns to Landlord, as security for Tenant's obligations under this Sublease, all rent from any subletting of all or any part of the Premises as permitted by this Sublease, and Landlord, as assignee and as attorney -in -fact for Tenant, may collect such rent and apply it towards Tenant's obligations under this Sublease; except that, until the occurrence of an act of default by Tenant, Tenant shall have the right to collect such rent. All rent received by Tenant from its subtenants in excess of the rent payable by Tenant to Landlord under this Sublease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Sublease shall be paid to Landlord if Landlord consents to a sublease or assignment. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, Landlord's reasonable attorney's fees incurred in connection with each such request. 16.3. Assignment by Operation of Law. No interest of Tenant in this Sublease shall be assignable by operation of law. Each of the following acts shall be considered an involuntary assignment: 16.3.1. If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors or institutes a proceeding under the Bankruptcy Act in which Tenant is the bankrupt; or, if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; 16.3.2. If a writ of attachment or execution is levied on this Sublease; Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — PO WAY 12 16.3.3. If, in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Sublease, in which case this Sublease shall not be treated as an asset of Tenant. 17. Estoppel Certificate. Tenant shall at any time and from time to time, upon not less than ten (10) days prior written notice from Landlord, execute, acknowledge, and deliver to Landlord a statement in writing certifying certain facts including, without limitation, that this Sublease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Sublease, as so modified, is in full force and effect) and the dates to which the rental, the security deposit, and other charges, if any, are paid in advance, and acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, and no events or conditions then in existence which, with the passage of time or notice or both, would constitute a default on the part of Landlord hereunder, or specifying such defaults, events, or conditions, if any are claimed. It is expressly understood and agreed that any prospective purchaser or encumbrancer of all or any portion of the Premises or the Building or of the real property of which they are a part shall be entitled to rely upon any such statement. Tenant's failure to deliver such statement within such time shall, at the option of Landlord, constitute a breach or default under this Sublease. If such option is not so exercised by Landlord, Tenant's failure shall be conclusive upon Tenant that (i) this Sublease is in full force and effect without modification except as may be represented by Landlord; (ii) that there are no uncured defaults in Landlord's performance; and (iii) that not more than one (1) months' rental has been paid in advance. If Tenant fails to deliver the certificate within ten (10) days, Tenant irrevocably constitutes and appoints Landlord as its special attorney -in -fact to execute and deliver the certificate to a third party. 18. Subordination. Tenant agrees upon request of Landlord to subordinate this Sublease and its rights hereunder to the lien of any mortgage, deed of trust or other encumbrance, together with any conditions, renewals, extensions, or replacements thereof, now or hereafter placed, charged or enforced against the Landlord's interest in this Sublease and the leasehold estate thereby created, the Premises, the Building or improvements included therein or the real property of which the Premises are a part, and deliver at any time and from time to time upon demand by Landlord any documents required to effectuate such subordination. In the event that Tenant fails, neglects or refuses to execute and deliver any such document within ten (10) days after receipt of written notice to do so and the receipt by Tenant of the document to be executed by it, Tenant hereby appoints Landlord, its successors and assigns, the special attorney -in -fact of Tenant irrevocably to execute and deliver any and all such documents for and on behalf of Tenant; provided, however, that Tenant shall not be required to effectuate such subordination, nor shall Landlord be authorized to effect such subordination on behalf of Tenant, unless the mortgagee or beneficiary named in such mortgage, deed of trust or other encumbrance shall first agree in writing, for the benefit of Tenant, that so long as Tenant is not in default under any of the Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO —POWAY 13 provisions, covenants or conditions of this Sublease on the part of Tenant to be kept and performed, that Tenant's quiet enjoyment of the Premises will not be disturbed or interfered with by any trustee's sale or by any action or proceeding to foreclose said mortgage, deed of trust or other encumbrance. In the event that the mortgagee or beneficiary of any such mortgage or deed of trust elects to have this Sublease a prior lien to its mortgage or deed of trust, then and in such event upon such mortgagee or beneficiary giving written notice to Tenant to that effect, this Sublease shall be deemed a prior lien to such mortgage or deed of trust whether this Sublease is dated or recorded prior to or subsequent to the date of recordation of such mortgage or deed of trust. 19. [Intentionally left blankl 20. Interest on Past Due Obligations Except as expressly herein provided, any amount due to Landlord not paid when due shall bear interest at the maximum rate then allowable by law from the date due until paid. 21. Notices. Any notice, demand, request, consent, approval or communication that either parry desires or is required to give to the other or any other person shall be in writing and either served personally or sent by prepaid certified mail, first class, and shall be addressed to the other party at the address set forth below. Either party may change its address by notifying the other party of the change of address in accordance with this Section. Notice shall be deemed effective upon receipt if personally delivered or seventy -two (72) hours from the date of mailing if mailed as provided in this Section. To Tenant: Community Action Partnership of San Luis Obispo Co, Inc. Attn: Jim Famalette Tel. 4: (805) 544- 4355- 182mail: Fax #: (805) 549 -8388 Copy to: Robert H. Mott 960 Santa Rosa San Luis Obispo, Ca 93401 Tel. No.: Fax: Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — POWAY 14 To Landlord: Danny Sherlock Boys & Girls Clubs of Greater San Diego 115 W. Woodward Avenue Escondido, CA 92025 Tel. No.: (760 -) 746 -3315 Fax: (760) 740 -0242 With a Copy To: Laura B. Bright, Esq. WHITE AND BRIGHT, LLP 970 Canterbury Place Escondido, CA 92025 Tel. #: (760) 747 -3200 Fax #: (760) 747 -5574 E -mail: (bright @whiteandbright.com 22. SIEns. Tenant shall not place any sign upon the Premises, the Building or any improvements or the real property of which the Premises are a part without Landlord's prior written consent. 23. Recording /Quitclaim Deed. This Sublease shall not be recorded without Landlord's prior written consent. Tenant shall execute and deliver to Landlord on the expiration or termination of this Sublease, immediately on Landlord's request, a quitclaim deed to the Premises, in recordable form, designating Landlord as transferee. 24. Holding Over. If Tenant, with Landlord's consent, remains in possession of the Premises or any part thereof after expiration of the Term of this Sublease, such occupancy shall be a tenancy from month to month upon all of the other provisions of this Sublease pertaining to the obligations of Tenant but all options and rights of first refusal, if any, granted under the terms of this Sublease shall be deemed terminated and be of no further effect during said month to month tenancy. 25. Landlord's Right of Entry. Landlord and Landlord's agents shall have the right to enter the Premises at reasonable times for the purpose of inspecting the same, showing the Premises to prospective purchasers, lenders or tenants and making such alterations, repairs, improvements, or additions to the Premises or the Building as Landlord may deem necessary or desirable. Landlord may at any time place on or about the Premises any ordinary "for sale" signs and Landlord may at any time during the last one hundred and eighty (180) days of the Term of the Sublease place on or about the Premises "For Lease" signs. Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — PO WAY 15 26. Attorney's Fees. If either party brings an action to enforce the terms of this Sublease or declare rights hereunder, the prevailing party in such action, on trial or appeal, shall be entitled to his reasonable attorney's fees to be paid by the losing party as fixed by the court. 27. Rules and Regulations Tenant agrees that it will abide by, keep and observe all reasonable rules and regulations which Landlord may make from time to time for the management, safety, care and cleanliness of the Premises, the Building and the surrounding areas as well as for the convenience of other occupants and tenants of the Building. The violation of any such rules and regulations shall be deemed a material breach of this Sublease by Tenant. 28. Security Measures. Tenant hereby acknowledges that the rent payable to Landlord hereunder does not include the cost of guard service or other security measures and that Landlord shall have no obligation whatsoever to provide the same. Tenant assumes all responsibility for the protection of Tenant, it's agents and invitees from acts of third parties. 29. Easements. Landlord reserves the right from time to time to grant such easements, rights and dedications that Landlord may deem necessary or desirable and to cause the recordation of parcel maps and restrictions so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Tenant. Tenant shall sign any of the aforementioned documents immediately upon reasonable request of Landlord and failure to do so shall constitute a material breach of this Sublease. 30. Intent. The parties intend this Sublease to be a triple net lease and that Landlord shall be at no cost or expense whatsoever on account of the Premises, the Building or the improvements or the real property of which the Premises are a part. 31. Landlord's Right to Effect Performance If Tenant at any time fails to perform any covenant, term or condition of this Sublease, Landlord may immediately, or at any time thereafter without notice, perform the same for the account of Tenant, and any monies paid by Landlord on account thereof shall be deemed to be additional rent due under this Sublease, shall be immediately due and payable to Landlord and shall bear interest at the maximum rate allowable by law until paid by Tenant to Landlord. Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — PO WAY 16 32. Commencement of Action Any claim, demand, right or defense of any kind by Tenant, which is based upon or arises in any connection with this Sublease or the negotiations prior to its execution, shall be barred unless Tenant commences an action thereon, or interposes in a legal proceeding a defense by reason thereof, within six (6) months after the date of the inaction or omission or the date of the occurrence of the event or of the action to which the claim, demand, right or defense relates, whichever applies. 33. Miscellaneous. 33.1. Time of Essence. Time is of the essence to this Sublease. 33.2. Additional Rent. Any monetary obligation of Tenant to Landlord under the terms of this Sublease shall be deemed to be rent. 33.3. Amendments. This Sublease contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective, including without limitations that certain Assignment and Assumption of Sublease and Agreement to Assignment by and between Landlord, CDI HS and NHA executed by CAPSLO and expressly made contingent on execution by Landlord and NHA as of February 28, 2009. This Sublease may be modified only in a writing signed by all parties hereto. 33.4. Severability. The invalidity of any provision of this Sublease as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof and it shall remain in full force and effect. 33.5. Waiver. No delay or omission in the exercise of any right or remedy of Landlord on any default by Tenant shall impair such right or remedy or be construed as a waiver. No act or conduct of Landlord, including, without limitation, the acceptance of the keys to the Premises, shall constitute an acceptance of the surrender of the Premises by Tenant before the expiration of the Term, except to the extent expressly provided in Section 12 of this Sublease. Except to the extent expressly provided in Section 12 of this Sublease, only a written notice from Landlord to Tenant shall constitute an acceptance of the surrender of the Premises and accomplish a termination of the Sublease. Landlord's consent to or approval of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent to or approval of any subsequent act by Tenant. Any waiver by Landlord of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Sublease. 33.6. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 33.7. Covenants and Conditions. Each provision of this Sublease to be performed by Tenant shall be deemed both a covenant and a condition. Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — POWAY 17 33.8. Governing Law. This Sublease shall be governed by the laws of the State of California. 33.9. Heirs, Successors and Assigns. Subject to the provisions restricting assignment or subletting by Tenant, or other provisions of this Sublease, this Sublease shall be binding on the parties, their respective heirs, personal representatives, successors and assigns. 33.10. Authority. Each individual executing this Sublease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Sublease on behalf of that entity. If Landlord requests, Tenant shall provide Landlord with evidence of such authority satisfactory to Landlord. 33.11. Written Notice or Consent of Parties. Whenever a notice, consent or approval of either party is required, the notice, consent or approval shall be in writing. 33.12. Captions. The captions of this Sublease shall have no effect on its interpretation 33.13. Construction. As used in this Sublease, the masculine, feminine or neuter gender and the singular or plural numbers shall each be deemed to include the other whenever the context so indicates. This Sublease shall be construed in accordance with its fair meaning, the captions being for the convenience of the parties only and not intended to describe or define the provisions in the portions of the Sublease to which they pertain. The terms of this Sublease have been freely negotiated by the parties and this Sublease shall not be construed against the drafter. 33.14. Joint and Several Obligations. If more than one (1) person is Tenant, the obligations imposed on Tenant are joint and several. 33.15. Legal Representation. The Landlord has retained the law firm of White and Bright to prepare this Agreement and any related documents. The parties acknowledge that White and Bright, Attorneys has urged the Tenant to retain independent legal counsel and tax advice to review this Agreement on their separate behalf. Tenant assumes full responsibility for obtaining independent legal counsel to review this Agreement and acknowledges that White and Bright, Attorneys has advised them to obtain such independent legal counsel. Should Tenant fail to obtain independent legal counsel they shall be deemed to waive any claims, rights, remedies, or defenses, based in whole or in part, upon lack of legal representation or inadequate legal representation. LANDLORD: BOYS AND GIRLS CLUBS OF GREATER SAN DIEGO a Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — PO WAY 18 TENANT:,COMMUNITY ACTION PARTNERSHIP OF SAN LUIS OBISPO COUNTY, INC. By='' Its: APPROVED AND CONSENTED TO CITY OF POWAY Sub(ea e•BOYS' & GIRLS' CLUBS AND CAPSLO — PO WAY 19 EXHIBIT "A" Legal Description of the Property ALL THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13, T.14 S., R.2.W, S.B.B. & M., IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, GRANTED TO POWAY ROYAL MOBILE ESTATES BY DEED FILED AUGUST 7, 1973 AS FILE / PAGE NO. 73- 218887 IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT A 3/4 INCH IRON PIPE MARKING THE NORTHEAST CORNER OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13 ACCORDING TO RECORD SURVEY MAP NO. 8255; THENCE ALONG THE NORTHERLY LINE OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER, N 89 °08'45" W (N 89 °09'58" W PER ROS 8255), 643.42 FEET; THENCE LEAVING SAID NORTHERLY LINE S 00 051'15" W, 216.00 FEET; THENCE S 30 °44'02" E, 112.53 FEET; THENCE N 67 °03'53" E, 208.07 FEET TO THE BEGINNING OF A TANGENT 200.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 22 014'36 ", A DISTANCE OF 77.64 FEET; THENCE TANGENT TO SAID CURVE N 89 018'29" E, 56.81 FEET TO THE BEGINNING OF A TANGENT 75.00 FEET RADIUS CURVE, CONCAVE NORTHWESTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 21 °28'57 ", A DISTANCE OF 28.12 FEET; THENCE TANGENT TO SAID CURVE N 67 °49'32" E, 47.78 FEET TO THE BEGINNING OF A TANGENT 75.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 21 002'12" A DISTANCE OF 27.54 FEET; THENCE TANGENT TO SAID CURVE N 88 °51'44" E, 162.54 FEET MORE OR LESS TO A POINT ON THE EASTERLY LINE OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13; THENCE N 01 °22'30" E (N 01 °21'17" E PER ROS 8255), ALONG SAID EASTERLY LINE 173.25 FEET MORE OR LESS TO THE POINT OF BEGINNING. CONTAINS 3.283 ACRES, MORE OR LESS. Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — PO WAY 20 EXHIBIT "B" (Copy of the Club's Lease with the City of Poway) Sublease -BOYS' & GIRLS' CLUBS AND CAPSLO — PO WAY 21 RECEIVE1` JAN 0 3 2003 CITY OF POWAY CITY MANAGERS OFFICE MODIFICATION OF SUBLEASE AGREEMENT THIS MODIFICATION OF SUBLEASE AGREEMENT is made as of this L- day of ., 2002 by and between THE BOYS AND GIRLS CLUB OF INLAND NORTH COUNTY, a California Non Profit Corporation (herein called the "Landlord" or the "Club ") and NEIGHBORHOOD HOUSE ASSOCIATION, a California Non Profit Corporation (herein called "Tenant" or "NHA") Recitals A. On or about June 11, 2002 the Club leased the real property located at 12988 Bowron Rd., Poway, California 92064, County of San Diego, State of California (the "Property"), as more particularly described in Exhibit "A" attached hereto and incorporated herein by reference, from the City of Poway ("City"). A true and correct copy of said Lease between the Club and the City of Poway is attached hereto as Exhibit `B" and incorporated herein by reference. The Lease between the City and the Club was approved by the City Council of the City by resolution number P -01 -37 dated June 11, 2002. Under the Club's Lease with the City, the Club has an obligation to construct facilities to be used as a Boys' and Girls' Club (the "Facility" or `Building "). B. Pursuant to the Lease between the City, C16 is granted the right to sublet the Premises only with the prior written consent of the City. C. On or about September 3, 2002 the Club and NHA entered into a Sublease for the purpose of operating a "Head Start Program" for children of preschool age, and the effectiveness of said Sublease is expressly made contingent upon the Club's receipt of the City's written consent. D. The City is requiring certain modifications of the Sublease as a condition to its consent of the Sublease. E. The Club and NHA desire to modify the Sublease to obtain the City's consent. Page 1 of 4 NWW NOW, THEREFORE, in consideration of the mutual promises and covenants of the respective parties hereto, it is mutually agreed as follows: 1. The Recitals, Section A shall be amended to read as follows: "A. On or about June 11, 2002 the Club leased the real property located at 12988 Bowron Rd., Poway, California 92064 , County of San Diego, State of California (the "Property"), as more particularly described in Exhibit "A" attached hereto and incorporated herein by reference, from the City of Poway ( "City'). A true and correct copy of said Lease between the Club and the City of Poway is attached hereto as Exhibit "B" and incorporated herein by reference. The Lease between the City and the Club was approved by the City Council of the City by resolution number P -01 -37 dated June 11, 2002. Under the Club's Lease with the City, the Club has an obligation to construct facilities to be used as a Boys' and Girls' Club (the "Facility" or "Building")." 2. Section 6 "Insurance and Indemnity", Subsection (1) "Liability Insurance" shall be amended to read as follows: "M Liability Insurance. Tenant shall, at Tenant's sole expense, obtain and keep in force during the Term of this Sublease a policy of public liability insurance including combined single limit bodily injury and property damage insurance insuring Landlord, Tenant, and City against any liability arising out of the ownership, use, occupancy and maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be a combined single limit policy in an amount not less than One Million Dollars ($1, 000,000.00) per occurrence. The policy shall insure performance by Tenant of the indemnity provisions of Paragraph 6(5). The limits of the insurance shall not, however, limit the liability of Tenant hereunder. Certificates of Insurance showing Landlord and City as an additional insured shall be provided to Landlord and the City, respectively, within ten (10) days of execution of this Sublease and each time said policy is renewed" 3. Section 6 "Insurance and Indemnity", Subsection (5) shall be amended to read as follows: 11(5) Indemnity. Tenant shall indemnify and hold Landlord and City harmless from and against any and all claims arising from Tenant's use of the Premises, or from the conduct of Tenant's business or from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises or the Building or elsewhere. Tenant shall further indemnify and hold Landlord harmless from and against any and all claims arising from any breach or default in the performance of any obligation of Tenant under this Sublease or arising from any negligence of the Tenant or any of Tenant's agents, contractors or employees and from and against all costs, attorney's fees, Page 2 of 4 wfte expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon. If any action or proceeding is brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by counsel satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause and Tenant hereby waives all claims in respect thereof against Landlord." 4. Section 6 "Insurance and Indemnity", Subsection (6) shall be amended to read as follows: "(6)Exemntion of Landlord from Liability_ Tenant hereby agrees that Landlord and City shall not be liable for injury to Tenant's business or for any loss of income therefrom or for damage to the goods, wares, merchandise or other property of Tenant, Tenant's employees, invitees, customers or any other person in or about the Premises. Further, Landlord shall not be liable for any injury to Tenant, Tenant's employees, agents or contractors whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain or from breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether the damage or injury results from conditions arising upon the Premises orupon otherportions of the Building or from other sources or places and regardless of whether the cause of damage or injury or the means of repairing the same is inaccessible to Tenant. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building." 5. Section 19 "Landlord's Liability" shall be amended to read as follows: "19. Landlord's Liability. In the event of any transfer of Landlord's interest approved by the City, Landlord shall be relieved from and after the date of such transfer of all liability under this Sublease provided that any funds in the hands of Landlord at the time of such transfer, in which Tenant has an interest, shall be delivered to the grantee. The obligations in this Sublease to be performed by Landlord shall be binding on Landlord's successors and assigns only during theirrespective periods of ownership." Page 3 of 4 F 6. In all other regards, the Sublease shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Modification of Lease to be executed as of the date specified above. LANDLORD- BO AND GIRLS CLUB By: (/ A Address: 115 W. Woodward Escondido, CA 92025 Tel. #: 760 - 7463315 Facsimile: 760 -740 -0242 TENANT: NEIGHBORHOOD HOUSE ASSOCIATION Address: 5660 Copley Dr. San Diego, CA 92111 Tel. #: 858- 715 -2642 Facsimile: 858- 715 -2670 K:llbblteal estatelBoys' and Girls' CluMMODIFICATION OF SUBLBASB- NHA- Poway.wpd Page 4 of 4 wWw CITY %.w POWAY DOCUMENT BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY COMMUNITY PARK LEASE AGREEMENT This Lease Agreement ( "Lease ") is entered into this 11 day of June , 2002, by and between the City of Poway ("City ") and Boys and Girls Clubs of Inland North County ( "Club "). Background A. The City is the owner in fee simple of parcel of land comprised of a soccer field and parking lot located in Community Park in the City of Poway, San Diego County, State of California, legally described on the attached Exhibit A (the "Owned Premises "). The Assessor's Parcel Number of the Owned Premises on Bowron Road is APN: 317 - 471 -13. B. The Club desires to lease a 5.2 -acre portion of the Community Park (the "Leased Premises ") on the Owned Premises for the development and use of a 20,253 square foot Boys and Girls Club consistent with the City Council's July 31, 2001, approval of CUP 84 -16m (2) and DR 01 -04 (the "Approvals "). C. The Club intends to construct substantial and valuable improvements on the Leased Premises and does not wish to surrender its investment to the City as the consequence of any default. The Club wishes the City to agree to purchase the improvements in the event of a default. The City wishes to provide the land to the Club but does not wish to be bound to purchase the Club's improvements in the event of the Club's default. Accordingly, the parties have agreed to special rent, breach, and termination provisions set forth below so that the City will in no event be obligated to purchase the Club's improvements, but Club will not be subject to termination except for default on its most important Lease covenants and, in that event, will have significant time to seek an assignee for its interest in the Lease and a purchaser of its improvements. D. Accordingly, the parties are entering into this Lease on the terms and conditions set forth below. Agreement In consideration of their mutual covenants, the parties agree as follows: Leased Premises: the City leases to the Club and the Club leases from the City a portion of the Owned Premises as shown on the Site Plan attached as Exhibit B (the Leased Premises). The Club intends to locate facilities and landscaping as described more fully on the attached Exhibit C on the Leased Premises. 2. Term and Termination: Subject to the provisions of this section, the term of this Lease shall be twenty -five (25) years (the "Term "), commencing on June 11 2002, (The "Commencement Date ") and ending June 11 2027. dr+ `.+ The City hereby grants the Club the option to extend the Term of this Lease on all of the provisions contained in the Lease for two (2), fifteen (15) year periods ( "Extended Terms ") following the expiration of the initial Term, by giving notice of exercise of the option ( "Option Notice ") to the City at least one hundred and eighty (180) days but not more than three hundred and sixty (360) days before the expiration of the Term. If the Club is in default of any term of the Lease, other than the Construction Covenant or the Operation Covenant, at the time of the expiration of the Term and fails to cure said default on or before thirty (30) days after receipt of notice of breach, the Option Notice shall be without force or effect and this Lease shall expire effective as of the end of the Term. In the event of a breach by the Club of one of the covenants, conditions, or obligations provided for in this Lease, the City shall give the Club written notice of said breach. If the breach is of any provision hereof other than the Construction Covenant or the Operation Covenant set forth in Section 5, the Club at any time within thirty (30) days after that notice shall have the right to cure the breach. If the breach cannot reasonably be cured within thirty (30) days, the Club shall not be in default of this Lease if it commences to cure the breach within the thirty (30) day period and diligently and in good faith continues to cure the breach. If the breach is of the Construction Covenant or the Operation Covenant set forth in Section 5, the Club at any time within three hundred sixty -five (365) days after that notice shall have the right to cure the breach or negotiate the sale of its improvements and obtain the City's approval of an assignment of the Club's interest in the Lease (either of which shall constitute a cure). Should the Club fail to cure the breach of which notice has been given, the Club shall be in default. If the Club has defaulted on the Construction Covenant or the Operation Covenant, the City may terminate the Lease. Within thirty (30) days of notice of such termination, the Club shall surrender possession of the Leased Premises to the City and deliver to the City a fully executed quitclaim deed describing the Leased Premises. The Club may remove such personal property from the Leased Premises as can be removed without damage to the Leased Premises and shall surrender possession and ownership of the Leased Premises, building, and fixtures in clean and orderly condition. Any property not removed by the Club shall become the property of the City. In consideration of the rent agreement set forth in Section 3 below, no compensation shall be payable to the Club for any improvements constructed on the Leased Premises and surrendered upon default. If the Club is in default of any provision of this Lease other than the Construction Covenant or the Operation Covenant, the Club agrees that the City may seek any remedy available at law or equity other than termination of the Lease, including but not limited to injunctive relief, damages, modification of conditions of the Approvals, and administrative fines in accordance with Poway Municipal Code Chapter 1.10 as the same may be enacted and amended from time to time. Notices given under this Section shall specify the nature of the default and the applicable Lease provisions, and shall demand that the Club perform the provisions of this Lease within the applicable period of time. 2 Rent: The Club shall pay the City as annual rent for the Leased Premises the sum of One Dollar ($1.00) ( "Rent "). Club shall pay the City rent for the first year on the Commencement Date. Club shall pay the City rent annually in advance on each anniversary of the Commencement Date. 4. Taxes: The Club agrees to pay any increase in real estate taxes or payments in lieu of taxes required or contributed to as a result of this Lease. 5. Use Covenants and Occasional Users: Club shall substantially complete the construction of the improvements described in the Approvals within three (3) years of the Commencement Date hereof and shall thereupon begin operations (the "Construction Covenant "). Club shall use the Premises only for the purpose of a Boys and Girls Club and Head Start program consistent with the Approvals as the same may be amended from time to time. The Club desires the ability for one -time events that extend beyond the hours of operation specified in the Approvals (i.e. Monday through Friday, 7:00 a.m. to 9:00 p.m. and Saturday, 8:00 a.m. to 6:00 p.m.). Within fourteen (14) days of the scheduled event, the Club will process a Temporary Use Permit (TUP) for occasional use of the Club by service organizations or other occasional users. Club shall not allow, whether voluntarily or involuntarily, the full operation of a Boys and Girls Club on the Premises, once commenced, to cease for a continuous period of longer than sixty (60) days (the "Operation Covenant "). The Club may not add additional uses or improvements from that shown on Exhibit C without the prior written approval of the City. 6. Compliance With Laws and Regulations: The Club agrees to maintain and operate said Leased Premises in accordance with the Approvals and in compliance with all laws, rules, and regulations applicable thereto. 7. Maintenance, Repairs Alterations: The Club shall, at its sole cost and expense, keep and maintain the Leased Premises, landscaping and appurtenances and every part thereof, in aesthetically pleasing, good and sanitary order, condition, and repair. 8. Utilities: The Club shall, at its expense, separately meter charges for the consumption of water, power, and other utilities associated with its use of the Leased Premises and shall timely pay all utilities costs associated with its use of the Leased Premises. 9. Indemnity and Insurance: a. Indemnity: The Club shall indemnify and hold harmless the City for all injury or damage occurring to any person or property from any cause whatsoever arising out of Club's use. b. Insurance: During the term of the Lease, the Club shall maintain, or cause to be maintained, in full force and effect and at its sole cost and expense, the following types and limits of insurance: M i. Separate insurance covering the Leased Premises with general liability limits of at least $1,000,000. The Club shall furnish certificates of insurance to the City before commencement of work on the site and annually thereafter on the anniversary of the Commencement Date hereof. ii. The Club shall keep in effect all risk property insurance coverage in the amount necessary to repair or replace the building in the same manner, at the same location, as originally constructed. C. Named Insureds: All policies shall name City and its officers and employees as additional insured. d. Evidence of Insurance: Certificates of insurance for the insurance policies required to be obtained by the Club in compliance with this paragraph, along with written evidence of payment of required premiums shall be filed and maintained with the City annually during the tern of the Lease. The Club shall immediately advise the City of any claim or litigation that may result in liability to the City. 10. Acceptance of Premises: By taking possession of the Premises, the Club accepts the Leased Premises in the AS/IS condition existing as of the Commencement Date. The City makes no representation or warranty with respect to the condition of the Leased Premises, and the City shall not be liable for any latent or patent defect in the Leased Premises. 11. No Agency: Nothing in this Lease or in the relationship between the Club and the City shall be deemed or construed to create or constitute an agency relationship. 12. Recordings: The Club may request a duly executed Memorandum of Lease or any extension thereof, in a form suitable for recording, to which recording the City hereby consents. In the event of a termination of the Lease, a duly executed Notice of Termination shall be recorded. 13. Notices: All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: If to City, to: James L. Bowersox City Manager City of Poway P.O. Box 789 Poway, CA 92074 -0789 Ifto Club, to: Danny Sherlock, Executive Director Boys and Girls Clubs of Inland North County 115 W. Woodward Avenue Escondido, CA 92025 '4.0' .. W 14. Assignment: The Club may assign this Lease and all or any rights, benefits, liabilities and obligations hereunder, to any person or entity, upon receipt of a written approval to the assignment by the City. The Club shall request such approval in writing and shall provide all information to the City which the City determines that it requires to consider approval of the assignment. The City shall have thirty (30) days within which to approve or disapprove any such assignment. No assignment shall be approved unless it is to an individual or organization which will conduct on a charitable or nonprofit basis recreational or educational activities or other activities determined by the City to be compatible with existing governmental and educational uses in Community Park and on the adjacent school site, and is consistent with the zoning of the Leased Premises. Delivery to and acceptance by the City of a written assumption of the Club's obligations under this Lease shall relieve the Club of all future performance, liabilities, and obligations under this Lease to the extent set forth in such assumption. The Club may not otherwise assign or sublet this Lease without the City's written consent. 15. Successors and Assigns: This Lease shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. 16. Miscellaneous: a. The City and the Club represent that each, respectively, has full right, power, and authority to execute this Lease. b. This Lease constitutes the entire agreement and understanding of the parties and supersedes all offers, negotiations, and other agreements of any kind. There are no representations or understandings of any kind not set forth herein. Any modifications of or amendments to this Lease must be in writing and executed by both parties. C. This Lease shall be construed in accordance with the laws of the State of California. d. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. e. The City represents and warrants that (i) it solely owns the Owned Premises as a lot in fee simple, unencumbered by any liens, restrictions, mortgages, covenants, conditions, easements, leases, agreements, of record or not of record, not stated within, which would adversely affect the Club's use and enjoyment of the Leased Premises . f. The parties shall cooperate in the execution and recording of any and all further documents required by this Lease. "0, This Lease was executed as of the date first set forth above. CITY City of Poway Michael P. Approv v— By: Steph . Eckis, City Attorney 0 CLUB Boys and Girls Clubs of Inland North Coun Sherlock, Executive Director By: 7 i Laura B. Bright, Attorney for Xb EXHIBIT "A" LEGAL DESCRIPTION ALL THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13, T.14 S., R.2.W, S.B.B. 8 M., IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, GRANTED TO POWAY ROYAL MOBILE ESTATES BY DEED FILED AUGUST 7, 1973 AS FILE / PAGE NO. 73- 218887 IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT A % INCH IRON PIPE MARKING THE NORTHEAST CORNER OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13 ACCORDING TO RECORD SURVEY MAP NO. 8255; THENCE ALONG THE NORTHERLY LINE OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER, N 89'08'45" W IN 89'09'58" W PER ROS 8255), 643.42 FEET; THENCE LEAVING SAID NORTHERLY LINE S 00 051'15" W, 216.00 FEET; THENCE S 30 044'02" E, 112.53 FEET; THENCE N 67 °03'53" E, 208.07 FEET TO THE BEGINNING OF A TANGENT 200.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 22 °14'36 ", A DISTANCE OF 77.64 FEET; THENCE TANGENT TO SAID CURVE N 89 °18'29" E. 56.81 FEET TO THE BEGINNING OF A TANGENT 75.00 FEET RADIUS CURVE, CONCAVE NORTHWESTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 21 928'570, A DISTANCE OF 28.12 FEET; THENCE TANGENT TO SAID CURVE N 67'49'32" E, 47.78 FEET TO THE BEGINNING OF A TANGENT 75.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 21 002'12" A DISTANCE OF 27.54 FEET; THENCE TANGENT TO SAID CURVE N 88 °51'44" E, 162.54 FEET MORE OR LESS TO A POINT ON THE EASTERLY LINE OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13; THENCE N 01'22'30" E (N 01'21'17" E PER ROS B255), ALONG SAID EASTERLY LINE 173.25 FEET MORE OR LESS TO THE POINT OF BEGINNING. CONTAINS 3.283 ACRES, MORE OR LESS. THIS LEGAL DESCRIPTION WAS PREPARED UNDER MY SUPERVISION. DOUGLM W.MASSON RCE 1 PIK EXP. 8130/05 ,1 t� f Ar V A • -- e' j C i EXHIBIT C DESCRIP16N OF PROPOSED IMPROVEMENTS IL a 1%.W ..r BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY COMMUNITY PARK LEASE AGREEMENT This Lease Agreement ( "Lease ") is entered into this 11 day of June 2002, by and between the City of Poway ( "City") and Boys and Girls Clubs of Inland North County ( "Club "). Background A. The City is the owner in fee simple of parcel of land comprised of a soccer field and parking lot located in Community Park in the City of Poway, San Diego County, State of California, legally described on the attached Exhibit A (the "Owned Premises "). The Assessor's Parcel Number of the Owned Premises on Bowron Road is APN: 317- 471 -13. B. The Club desires to lease a 5.2 -acre portion of the Community Park (the "Leased Premises ") on the Owned Premises for the development and use of a 20,253 square foot Boys and Girls Club consistent with the City Council's July 31, 2001, approval of CUP 84 -16m (2) and DR 01 -04 (the "Approvals "). C. The Club intends to construct substantial and valuable improvements on the Leased Premises and does not wish to surrender its investment to the City as the consequence of any default. The Club wishes the City to agree to purchase the improvements in the event of a default. The City wishes to provide the land to the Club but does not wish to be bound to purchase the Club's improvements in the event of the Club's default. Accordingly, the parties have agreed to special rent, breach, and termination provisions set forth below so that the City will in no event be obligated to purchase the Club's improvements, but Club will not be subject to termination except for default on its most important Lease covenants and, in that event, will have significant time to seek an assignee for its interest in the Lease and a purchaser of its improvements. D. Accordingly, the parties are entering into this Lease on the terms and conditions set forth below. Agreement In consideration of their mutual covenants, the parties agree as follows: 1. Leased Premises: the City leases to the Club and the Club leases from the City a portion of the Owned Premises as shown on the Site Plan attached as Exhibit B (the Leased Premises). The Club intends to locate facilities and landscaping as described more fully on the attached Exhibit C on the Leased Premises. 2. Term and Termination: Subject to the provisions of this section, the term of this Lease shall be twenty-five (25) years (the "Term "), commencing on June 11 2002 (The "Commencement Date ") and ending June 11 2027 %.NW The City hereby grants the Club the option to extend the Tenn of this Lease on all of the provisions contained in the Lease for two (2), fifteen (15) year periods ( "Extended Terms ") following the expiration of the initial Term, by giving notice of exercise of the option ( "Option Notice ") to the City at least one hundred and eighty (180) days but not more than three hundred and sixty (360) days before the expiration of the Tenn. If the Club is in default of any term of the Lease, other than the Construction Covenant or the Operation Covenant, at the time of the expiration of the Tenn and fails to cure said default on or before thirty (30) days after receipt of notice of breach, the Option Notice shall be without force or effect and this Lease shall expire effective as of the end of the Tenn. In the event of a breach by the Club of one of the covenants, conditions, or obligations provided for in this Lease, the City shall give the Club written notice of said breach. If the breach is of any provision hereof other than the Construction Covenant or the Operation Covenant set forth in Section 5, the Club at any time within thirty (30) days after that notice shall have the right to cure the breach. If the breach cannot reasonably be cured within thirty (30) days, the Club shall not be in default of this Lease if it commences to cure the breach within the thirty (30) day period and diligently and in good faith continues to cure the breach. If the breach is of the Construction Covenant or the Operation Covenant set forth in Section 5, the Club at any time within three hundred sixty-five (365) days after that notice shall have the right to cure the breach or negotiate the sale of its improvements and obtain the City's approval of an assignment of the Club's interest in the Lease (either of which shall constitute a cure). Should the Club fail to cure the breach of which notice has been given, the Club shall be in default. If the Club has defaulted on the Construction Covenant or the Operation Covenant, the City may terminate the Lease. Within thirty (30) days of notice of such termination, the Club shall surrender possession of the Leased Premises to the City and deliver to the City a fully executed quitclaim deed describing the Leased Premises. The Club may remove such personal property from the Leased Premises as can be removed without damage to the Leased Premises and shall surrender possession and ownership of the Leased Premises, building, and fixtures in clean and orderly condition. Any property not removed by the Club shall become the property of the City. In consideration of the rent agreement set forth in Section 3 below, no compensation shall be payable to the Club for any improvements constructed on the Leased Premises and surrendered upon default. If the Club is in default of any provision of this Lease other than the Construction Covenant or the Operation Covenant, the Club agrees that the City may seek any remedy available at law or equity other than termination of the Lease, including but not limited to injunctive relief, damages, modification of conditions of the Approvals, and administrative fines in accordance with Poway Municipal Code Chapter 1.10 as the same may be enacted and amended from time to time. Notices given under this Section shall specify the nature of the default and the applicable Lease provisions, and shall demand that the Club perform the provisions of this Lease within the applicable period of time. v,W Rent: The Club shall pay the City as annual rent for the Leased Premises the sum of One Dollar ($1.00) ( "Rent "). Club shall pay the City rent for the first year on the Commencement Date. Club shall pay the City rent annually in advance on each anniversary of the Commencement Date. 4. Taxes: The Club agrees to pay any increase in real estate taxes or payments in lieu of taxes required or contributed to as a result of this Lease. 5. Use Covenants and Occasional Users: Club shall substantially complete the construction of the improvements described in the Approvals within three (3) years of the Commencement Date hereof and shall thereupon begin operations (the "Construction Covenant "). Club shall use the Premises only for the purpose of a Boys and Girls Club and Head Start program consistent with the Approvals as the same may be amended from time to time. The Club desires the ability for one -time events that extend beyond the hours of operation specified in the Approvals (i.e. Monday through Friday, 7:00 a.m. to 9:00 p.m. and Saturday, 8:00 a.m. to 6:00 p.m.). Within fourteen (14) days of the scheduled event, the Club will process a Temporary Use Permit (TUP) for occasional use of the Club by service organizations or other occasional users. Club shall not allow, whether voluntarily or involuntarily, the full operation of a Boys and Girls Club on the Premises, once commenced, to cease for a continuous period of longer than sixty (60) days (the "Operation Covenant "). The Club may not add additional uses or improvements from that shown on Exhibit C without the prior written approval of the City. 6. Compliance With Laws and Regulations: The Club agrees to maintain and operate said Leased Premises in accordance with the Approvals and in compliance with all laws, rules, and regulations applicable thereto. 7. Maintenance, Repairs Alterations: The Club shall, at its sole cost and expense, keep and maintain the Leased Premises, landscaping and appurtenances and every part thereof, in aesthetically pleasing, good and sanitary order, condition, and repair. 8. Utilities: The Club shall, at its expense, separately meter charges for the consumption of water, power, and other utilities associated with its use of the Leased Premises and shall timely pay all utilities costs associated with its use of the Leased Premises. 9. Indemnity and Insurance: a. Indemnity: The Club shall indemnify and hold harmless the City for all injury or damage occurring to any person or property from any cause whatsoever arising out of Club's use. b. Insurance: During the term of the Lease, the Club shall maintain, or cause to be maintained, in full force and effect and at its sole cost and expense, the following types and limits of insurance: `r i. Separate insurance covering the Leased Premises with general liability limits of at least $1,000,000. The Club shall furnish certificates of insurance to the City before commencement of work on the site and annually thereafter on the anniversary of the Commencement Date hereof. ii. The Club shall keep in effect all risk property insurance coverage in the amount necessary to repair or replace the building in the same manner, at the same location, as originally constructed. C. Named Insureds: All policies shall name City and its officers and employees as additional insured. d. Evidence of Insurance: Certificates of insurance for the insurance policies required to be obtained by the Club in compliance with this paragraph, along with written evidence of payment of required premiums shall be filed and maintained with the City annually during the term of the Lease. The Club shall immediately advise the City of any claim or litigation that may result in liability to the City. 10. Acceptance of Premises: By taking possession of the Premises, the Club accepts the Leased Premises in the AS/IS condition existing as of the Commencement Date. The City makes no representation or warranty with respect to the condition of the Leased Premises, and the City shall not be liable for any latent or patent defect in the Leased Premises. H. No Agency: Nothing in this Lease or in the relationship between the Club and the City shall be deemed or construed to create or constitute an agency relationship. 12. Recordings: The Club may request a duly executed Memorandum of Lease or any extension thereof, in a form suitable for recording, to which recording the City hereby consents. In the event of a termination of the Lease, a duly executed Notice of Termination shall be recorded. 13. Notices: All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: If to City, to: James L. Bowersox City Manager City of Poway P.O. Box 789 Poway, CA 92074 -0789 If to Club, to: Danny Sherlock, Executive Director Boys and Girls Clubs of Inland North County 115 W. Woodward Avenue Escondido, CA 92025 %W ..r 14. Assignment: The Club may assign this Lease and all or any rights, benefits, liabilities and obligations hereunder, to any person or entity, upon receipt of a written approval to the assignment by the City. The Club shall request such approval in writing and shall provide all information to the City which the City determines that it requires to consider approval of the assignment. The City shall have thirty (30) days within which to approve or disapprove any such assignment. No assignment shall be approved unless it is to an individual or organization which will conduct on a charitable or nonprofit basis recreational or educational activities or other activities determined by the City to be compatible with existing governmental and educational uses in Community Park and on the adjacent school site, and is consistent with the zoning of the Leased Premises. Delivery to and acceptance by the City of a written assumption of the Club's obligations under this Lease shall relieve the Club of all future performance, liabilities, and obligations under this Lease to the extent set forth in such assumption. The Club may not otherwise assign or sublet this Lease without the City's written consent. 15. Successors and Assiens: This Lease shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. 16. Miscellaneous: a. The City and the Club represent that each, respectively, has full right, power, and authority to execute this Lease. b. This Lease constitutes the entire agreement and understanding of the parties and supersedes all offers, negotiations, and other agreements of any kind. There are no representations or understandings of any kind not set forth herein. Any modifications of or amendments to this Lease must be in writing and executed by both parties. C. This Lease shall be construed in accordance with the laws of the State of California. d. I` Ily term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. e. The City represents and warrants that (i) it solely owns the Owned Premises as a lot in fee simple, unencumbered by any liens, restrictions, mortgages, covenants, conditions, easements, leases, agreements, of record or not of record, not stated within, which would adversely affect the Club's use and enjoyment of the Leased Premises. £ The parties shall cooperate in the execution and recording of any and all further documents required by this Lease. m S"100 This Lease was executed as of the date first set forth above. CITY City of Poway IN App U-N CLUB Boys and Girls Clubs of Inland North,%;ounty m Sherlock, Executive Director By: �9 Laura B. Bright, Attomey for Club ..W EXHIBIT "A" LEGAL DESCRIPTION ALL THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13, T.14 S., R.2.W, S.B.B. 8 M., IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, GRANTED TO POWAY ROYAL MOBILE ESTATES BY DEED FILED AUGUST 7, 1973 AS FILE / PAGE NO, 73- 218887 IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT A a/, INCH IRON PIPE MARKING THE NORTHEAST CORNER OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13 ACCORDING TO RECORD SURVEY MAP NO. 8255; THENCE ALONG THE NORTHERLY LINE OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER. N 89 °08'45" W (N 89'09'58" W PER ROS 8255), 643.42 FEET; THENCE LEAVING SAID NORTHERLY LINE S 00 "51'15" W. 216.00 FEET; THENCE S 30'44'02" E, 112.53 FEET; THENCE N 67 °03'53" E. 208.07 FEET TO THE BEGINNING OF A TANGENT 200.00 FOOT RADIUS CURVE. CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 22'14'36 ", A DISTANCE OF 77.64 FEET; THENCE TANGENT TO SAID CURVE N 89 °18'29" E. 56.81 FEET TO THE BEGINNING OF A TANGENT 75.00 FEET RADIUS CURVE, CONCAVE NORTHWESTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 21'28'57 ", A DISTANCE OF 28.12 FEET; THENCE TANGENT TO SAID CURVE N 67'49'32" E, 47.78 FEET TO THE BEGINNING OF A TANGENT 75.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 21 °02'12" A DISTANCE OF 27.54 FEET; THENCE TANGENT TO SAID CURVE N 88051'44" E, 162.54 FEET MORE OR LESS TO A POINT ON THE EASTERLY LINE OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13; THENCE N 01 °22'30" E (N 01 °21'17' E PER ROS 8255), ALONG SAID EASTERLY LINE 173.25 FEET MORE OR LESS TO THE POINT OF BEGINNING. CONTAINS 3.283 ACRES, MORE OR LESS. THIS LEGAL DESCRIPTION WAS PREPARED UNDER MY SUPERVISION. 4LZg w• M,� DOUG W.MASSON t7 8J RCE 1 06, EXP. 6/30/05 wQ r+o. +7ros Enp. eraurus Lo- A SRI A pw r now . i m %I% . W. ! fl, f. I r. 3 I jxIIIBIT C DESCRIPTIde0F PROPOSED IMPROVEMENTS 4%W EXHIBIT "C" Site Plan Both Tenant and Landlord shall use best efforts to cooperate with the other regarding said shared use. Tenant shall have no right of possession of the remaining portions of the real property or improvements located thereon. fb.us.3718106.02 Sublease -BOYS' & GIRLS' CLUBS ANDCAPSLO — PO WAY 22 'Nae, -P �4 A o 04 FF ------ ---- R5. i • CITY O POWAY DOCUMENT BOYS AND'GIRI.S'CLUBS OVINLAND NORTH COUNTY COMMUNITY'PARK LEASE`:AGREEMENT This Lease,Agreement ( "Lease ") is entered into this 11. day of June , 2002, by and between the City of Poway ( 'City") and Boys and Girls Clubs of Inland North; County ( "Club "). Background A. The City is the owner in fee simple of parcel of land comprised of a soccer field and' parking lot located in Community ^Park in the City of Poway, San Diego County, State of California, legally described on:the attached Exhibit A (the, "Owned, The Assessor's Parcel Number of the - Owned Premises on Bowron Road is AM: .311- 471 -13. B. The Club desires to lease, a_5.2 =acre portionpf the; Community Park (the "Leased Premises ") on the Owned'Premises for the development and use of a 20,253 square foot Boys and Girls Club: consistent with the_ City Council's July 31, 2001, approval of CUP 84 -16m (2) and DR 01 -04 (the "Approvals "). C. The Club intends to construct. substantial and valuable- improvements on the Leased Premises and does not wish to surrender its investment to the City as the consequence of any default. The Club wishes the Cityto agree to purchase the improvements in the event of a default. The City wishes to provide'the land to the Club, but does?not wish to be,bound to purchase the Club's improvements in.the event of the Club's default. ,Accordingly, the parties have,agreed to special rent, breach; and.termination provisions set forth below so that the City will in no event be obligated to purchase;the, Club' s. improvements, but Club will not be subject to terminationexcept for defaulton its most important Lease covenants and, in that event, will have significant time to seek an assignee for its interest in the Lease and a purchaser of its improvements. D. Accordingly; the parties:arc'entering into this Lease on the terms and_conditions set forth below: Agreement In consideration of their mutual covenants, the parties agree as follows: Leased Premises the CityaInses to the Club and leases from the City 'a portion of the Owned Premises as,shown;onthe Site Plan attached, as Exhibit B' (the Leased Premises);_ The Club intends>to locate facilities and landscaping as described more fully owthe attached Exhibit Conthe Leased' Premises. 2. Term and.Termination Subject to the provisions. of this section, the term of this Lease shall be twenty -five (25) years (the "Term "), commencing on June 11 , 2002, (The "Commencement Date ") and ending. June 11 , 2027. The =City hereby grants the Club the option to extend the Term; of this.Lease.on all of the provisions contained 'in the Lease for two (2), 'fifteen. (15) year. periods ( "Extended Terms ") foll'owing the expiration of the initial Term, by giving notice of exercise of the option ( "Option Notice ") to the City at least one hundred and eighty (180) days but not more than, three hundred and,sixty (360) days before the expiration of the. Term. If the Club is in default ofany term of the Lease, other than the Construction Covenant or the Operation Covenant, at the time of the expiration of the Term and fails to cure said default on.or before thirty (30) days after receipt of:notice of breach, the Option Notice shall be without force. or effect and this Lease shall expire effective as of the end of the Term. In the event of a breach by the Club of one of the covenants, conditions, or obligations provided for in this Lease, the City shall give the Club written notice of said breach. If the breach is of any provision hereof other, than the Construction Covenant or the Operation Covenant set forth in Section 5, the Club at any time within thirty (30) days after that notice shall have the right to cure the breach. If the breach cannot reasonably be cured within thirty (30) days, the Club shall not be in default of this Lease if, it commences to-cure the 'breach within the thirty (30) day periodand diligently -and in good faith continues to cure the breach. If the breach is of the Covenant or the Operation Covenant set; forth in Section 5, the Club at any time within three hundred sixty -five (365) days after that notice shall have the right to eurethe breach or negotiate the sale of its improvements and obtain the City's approval of an assignment of the Club's interest in the Lease (either of which shall constitute a cure). Should the Club fail to cure the breach of which notice has been given, the Club'shall be in default: If the Club has defaulted on the Construction Covenant or the Operation Covenant, the City may terminate the Lease. Within.thirty (30) days of notice of such termination, the Club shall surrender possession of the Leased Premises to-the City and deliver to the City a fully executed quitclaim deed describing the Leased, Premises. The Club may remove such' personal property from the Leased Premises as can be removed without damage to the Leased! Premises and shall surrender possession and ownership of the Leased Premises, building, and fixtures-in clean and orderly condition. Any property not removed.by the Club shall become the property of the City. In consideration of the rent agreement set forth in Section 3 below, no compensation shall be payable to the Club for any improvements constructed on the Leased Premises and surrendered upon default. If the Club is in, .default of any provision of this Lease other than the Construction 'Covenant or the Operation Covenant, the Club agrees that the City may seek any remedy available at law or equity other than termination of the Lease, including but not limited to injunctive relief, damages, modification of conditions of the Approvals, and administrative fines in accordance with'Poway Municipal Code Chapter 1.10 as the same may be enacted and amended from time.to'time. Notices given under this Section shall specify the nature of the default and the applicable Lease provisions, and shall demand' that the Club perform the provisions of this Lease within the applicable - period of time. 2 0 0 3. Rent: - The Club shall pay the City as annual rent for the Leased Premises the sum of One Dollar (S'1.00) ( "Rent "). Club shall pay the City, rent.for the,first•year on the Commencement Club shall pay the City rent annually in advance on each anniversary of the Commencement Date. 4. Taxes The Club agrees to pay any increase in real estate taxes or payments in lieu of taxes required contributed to as a result of this Lease. Use Covenants and Occasional Users Club shall substantially complete the,construction of the improvements described in the Approvals within three (3) of the Commencement Date hereof and shall thereupon begin operations (the "Construction Covenant "). Club shall use the Premises only for the purpose of a Boys and Girls Club and Head Start program consistent with the Approvals as`the same may be amended from time to time. The Club desires the ability for one -time events that extend beyond the hours of operation specified in the Approvals (i.e. Monday through Friday, 7:00 a.m. to 9:00 p.m. and Saturday; a.m. to 6:00 p.m.). Within fourteen (14) days of the scheduled event, the Club will process a Temporary Use Permit (TUP) for occasional use of the Club by service organizations or other occasional users. Club shall not allow, whether voluntarily or involuntarily, the full operation of a Boys and Girls Club on the Premises, once; commenced, to cease for a continuous period of longer than sixty (60) days (the "Operation Covenant "). The Club may not add additional uses or improvements from that shown on Exhibit C without the prior written approval of the City. Compliance With Laws and Regulations The Club agrees to maintain and operate said Leased Premises in accordance with the Approvals and in compliance with all laws, rules, and regulations applicable' thereto. Maintenance, Repairs, Alterations The Club shall, at its sole cost and expense, keep, and maintain the, Leased Premises, landscaping and appurtenancesand every part thereof, in aesthetically pleasing, good and sanitary order, condition, and repair. 8. Utilities The Club shall, at its expense, separately meter charges for the consumption of water, power, and other utilities associated with)its use of the Leased Premises and shall timely pay all utilities costs associated with its use of the Leased Premises. 9. Indemnity and Insurance a. Indemnity The Club shall indemnify and hold harmless the City for all injury or damage occurring to any person or property from any cause whatsoever arising out of Club's use. b. Insurance During the term of the Lease, the Club shall maintain, or cause to be maintained, in full force and effect and at its sole,cost and expense, the following types and limits of insurance: • 0 Ii. Sep arate. insuranceicovering JhCLeasediPremises with general liability limits of at least $1,000,000.. The Club shall fumishi certificates of insurance to the'.City before commencemem.of work?on'the site and annually thereafter on the:an*ersary of the CommencemeritDate hereof. ii. The Club:shall,keep in effect all risWpropertyinsurance coverage'in the amount <necessary to repair -or replace the building in the same manner, of the same location, as originally constructed. C. Named, Insureds All policies shall name City and 'its officers and employees as additional insured. d. Evidence of Insurance Certificates of insurance, for the insurance policies required to be obtained by the Club: in compliance with,this' paragraph „along with writtenevidenceof payment of required premiums shall be filed and rnaintained with,the City.annually during the term of the Lease. The:Club shall immediately advise the City of any.claim or litigation that may.result in.liabilityto'the City. 10. Acceptance.of Premises Bytaking possession of the Premises, the Club accepts the LeasedPremises in AS/IS condition existing of the Commencement. Date. The City makes no representation.or.warranty with respect,to the condition of the Leased Premises, and the City'shall not;be liable for any latentor patent defect in the Leased Premises. 11. No,Agency: Nothing inthis Lease or in the relationship between the Club and the City shall'be deemed or construed to: create or constitute an agency relationship. 12. Recordings: The; Club, may request a duly executed Memorandum of Lease or any extension thereof, in a form suitable fonrecording ,to "which recording the City hereby consents. In the event ofa term' ermination of the Lease, a`duly executed Notice of Termination shall be recorded. 13. Notices All notices, requests,,demands, and other communications hereunder shall be in writing and shall be deemed given if personally delivered ormailed, certified mail, return receipt requested, to-the foRowing addresses: If toCity „to: James :L. "Bowersox City Manager City of Poway P.O. Box`789 Poway, CA 92074 -0789 Ifto Club,do: Danny Sherlock, Executive Boys and Girls Clubs of Inland North County 115 W. Woodward Avenue Escondido, CA 92025 0 4 14. Assignment The Club may assign this Lease and all or any rights, benefits, liabilities and obligations hereunder' to °any'p'ersomor entity,'upon receipt;of a written approval to the assignment by the. City. The Club shall request +,such approval in writing and shall provide all information to the City which the City determines that it requires consider approval of the assignment. The City shall have thirty (30) within which to approve or disapprove any such- assignment. No assignment shall be approved unless it is to an individual or organization, which will conduct on a "charitable or nonprofit basis recreational or educational activities or other activities determined by the City to.be compatible with existing governmental and educational uses in Community Park and on the adjacent school site, and is consistent with the zoning of the Leased Premises. Delivery to and acceptance by the City of a written assumption of the Club's obligations under this Lease shall,relieve the Club of all future performance, liabilities, and obligations under this Lease to the extent set forth in such assumption. The Club may not otherwise assign or sublet this Lease without the City's written consent. 15. Successors and Assigns This Lease shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. 16. Miscellaneous a. The City and the Club represent that each, respectively, has full right, power, and authority to execute this Lease. b. This Lease constitutes the entire agreement and understanding of the parties and supersedes all offers, negotiations, and other agreements of any kind. There are no representations or understandings of any kind not set forth herein. Any modifications' ofor'amendments to this Lease'mustbe in writing and executed by both parties. C. This Lease shall be tconstrued in accordance with the laws of the State of California. d. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terns of this Lease, which shall continue in full force and effect. e. The City represents and warrants that (i) it solely owns the Owned Premises as a lot in fee simple, unencumbered by any liens, restrictions, mortgages, covenants, conditions, easements, leases, agreements, of record or not of record, not stated within, which would adversely affect the Club's use and enjoyment of the Leased Premises. The parties shall.cooperate in the execution and, recording of any and all further documents required by this Lease. 0 This Lease•was executed as of the date first set forth above. CITY City of Poway Michael P. Cafagna, CLUB 6 Boys and GirlsClubs of Inland North CQur IC ve Director By . C�-G i - a Laura B. Bright, Attorney for &b m EXHIBIT "A"' LEGAL DESCRIPTION ALL THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION -13, T.14 Si, R.2.W, S.B.B. & M„ IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, GRANTEDTO POWAY ROYAL MOBILE ESTATES BY DEED FILED AUGUST7, 1973 AS FILE / PAGE NO. 73- 218887 IN THE OFFICE. OF THE COUNTY RECORDER OF SAID SAN DIEGO DESCRIBED AS FOLLOWS: BEGINNING AT A % INCH IRON PIPE MARKING THE NORTHEAST CORNER OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 43 ACCORDING TO RECORD SURVEY MAP NO. 8255; THENCE ALONG THE NORTHERLY LINE OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER, N 89 °08'45" W (N 89 °09'58" W PER ROS 8255), 643.42 FEET; THENCE LEAVING SAID NORTHERLY LINES 00 9 51'15" W, 216.00 FEET; THENCE S 30 °44'02" E, 112.53 FEET; THENCE 'N 67 °03'53 ;E, 208.07 FEET TO THE BEGINNING OF A TANGENT' 200.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 22 °14'38 ", A, DISTANCE. OF 77.64• FEET; THENCE TANGENT TO SAID CURVE N 89 °18'29" E, 56.81 FEET TO THE BEGINNING OF A TANGENT. 75.00 FEET RADIUS CURVE, CONCAVE NORTHWESTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 21'28 A DISTANCE OF 28.12 FEET; THENCE TANGENT TO SAID CURVE N 67 0 49:32" E, 47.78'FEET TO THE BEGINNING OF A TANGENT 75.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 21 DISTANCE OF 27.54 FEET; THENCE TANGENT TO SAID CURVE N 88 °51'44`' `E, 162':54 FEET MORE OR LESS TO A POINT ON 'THE EASTERLY LINE OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13; THENCE N 01 °2230" E (N 01 0 21'17" E PER ROS 8255), ALONG -SAID EASTERLY LINE 173.25' FEET MORE OR LESS TO THE POINT OFBEGINNING: CONTAINS 3,283 ACRES, MORE OR LESS. THIS. LEGAL DESCRIPTION WAS PREPARED UNDER MY SUPERVISION. CrE DOUG W. MASSON 'RCE 1 06, EXP! 6/30/05 f. ! r ;;j 66 7 't lit Al r. ,f t 7 - r.� uuuu C O O k O d n ro O tr to z :RECEIVED JAN O 3.2003 CITY OF POWAY CITY MANAGERS. OFFICE' MODIFICATION OF SUBLEASE AGREEMENT .,THIS MODIFICATION'OF;SUBLEASE AGREEMENT is�made as: of this 3 day of 2002 by and.between THE BOYS'AND GIRLS CLU&OF INLAND NORTH COUNTY; a California Non,Profit Corporation (herein called`the "Landlord" or the "Club ") and NEIGBBORHOOD HOUSE ASSOCIATION, a California Non Profit Corporation (herein called "Tenant " -or "NHA ") . Recitals A..On or about June 11, 2002 the Club leased the real;property located at:12988 Bowron Rd., Poway, California 92064,;C6untyof San Diego, State of :California (the "Property"), as more p described in Exhibit "A" attached hereto and incorporated herein by reference, from the City of Poway ("City"). A true andecorrect copy of said Lease between the Club and the City of Poway is attached as:Ezlubii "B" and incorporated herein;by.reference. The Lease between the City and the Club was approved by the City Council of the City by resolution number P -01 -37 dated June 11, 2002. Under the Club's Lease with the City, the'Club has an obligation to construct facilities to be used as a Boys' and Girls' Club (the "Facility or `!Building "). B. Pursuant to the L.easebetweenthe City, C1uK is granted.the right to sublet the Premises . only with the prior written consent-of the City. C. On or about September 3, 2002 the Club and NHA entered into a Sublease for the purpose of operating a "Head Start Program" for children of preschool'1age, and the effectiveness of said Sublease is _expressly made contingent upon the Club's receipt of,the City's written consent. D. The City is requiring certain modifications of the Sublease as a condition to its consent of the Sublease. E. The.Club and NHA desire to modify the Sublease to obtain the City's consent. Page 1 of 4 NOW, THEREFORE, in consideration of the mutual promises and covenants of the respective parties hereto, itis mutually` agreed as follows: 1, The Recitals, Section A,shall be amended to read as follows: "A•. On or:about 11, 2002 the Club leased the real,property located at 12988 Bowroii Rd., Poway, ,California 92064 , County °of San Diego, State of California (the "Property"), as more particularly described in Exhibit "A" attached hereto and incorporated herein by reference, from the City of Poway ( " City'.'). A true and correct:c6py:of said Lease between the Club and ,the.City.of .Powayis attached hereto: as Exhibit "B ".and incorporated herein by'refefence. The Lease between%the City and the,Club wasapproved by the City Council•of the City by resolution number P-01-37 dated June 11, 2002. Under the CluW&Lease,with the City, theClub has an obligationtto construct facilities to be'used as a Boys" -and Girls' Club (the "Facility or "Building 2.. Section 6' "Insurance ; and Indemnity ", Subsection.(3) "Liability Insurance" shall be amended to read as follows: "(I) Liability Insurance. Tenant shall, at Tenant's sole expense, "obtain and keep in force during :the Term of this Sublease a policy of public liability insurance including combined single limit bodily injury and property"damage insurance insuring Landlord, Tenant, and City against any liability arising out of the ownership;, use," occupancy and maintenance of the Premises and all areas. appurtenant thereto. Such insurance shall be a, combined single limit'policyin an amount;'not less than One Million Dollars ($1,000,000.00) per occurrence. The policy shall insure performance by Tenant of thp indemnityprovisions of Paragraph 6(5). The limits of the insurance . shall not,: however, limit the liability of Tenant hereunder: Certificates of Insurance. showing Landlord and City as an additional insured shall be provided to Landlord and the City, respectively; within ten (10) days of execution of this Sublease and each time said policy is renewed." 3. Section 6 "Insurance and Indemnity ", Subsection'(5) shall be amended to,read as follows: "(5) Indemnity. Tenant shall indemnify and hold Landlord and City, harmless from and againstanyandallclaims arising'from Tenant's use of the Premises, orfrom the conduct of Tenant's business or from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises or "the Building or elsewhere.. Tenant shallfurther;indemnify and hold Landlord harmless from and agiinst any and all claims arising;from any breach or default in the. performance of any obligation of Tenant under: this Sublease -or arising from any negligence of the'Tenantbr any of Tenant's agents, contractors or employees and from and against all costs, attorney's fees, Page 2 of 4 expenses liabilities,incurred in,theAefense of any such,claim or any action or proceeding; brought thereon. If any acti on or proceeding -is brought against Landlord by reason of any such claim, Tenant;;upon notice, from Landlord „shall defend the same at Tenant's expense by counsel satisfactory`to Landlord.. Tenant, as a material . part.of the consideration to Landlord; herebyassumes;all risk of,damage to.property or injury to persons in;,upon or about the Premises arising from any cause and Tenant hereby waives all claims in respect thereof against'Landlord.” 4. Section 6 "`Insurance and .Indemnity", Subsection (6) shall be amended to read as follows: "(6) ExemntiowoMandlord from Liability. Tenant hereby agrees that Landlord• and City shall,nof beliable for injury to Tenant's business or for any loss of income therefrom or for damage to the goods, wares, merchandise or other property of Tenant, Tenant's employees invitees, customers or any other- person':in or about the Premises. Further, Landlord shall not be liablefor;any injury to Tenant, Tenant's employees agents or'contractors whether such damage or injury is caused by or results from; fire, steam, electricity, gas,, watef or rain, or from breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting, fixtures, or from any otliar.cause, whether the damage or injury results from conditions•arising upon the Premises or upon other portions of the Building or from other sources or places and regardless of whether the cause of damage or. injury or the means of repairing the .same is inaccessible to Tenant. Landlord shall =nabe•liable for anydamages arising from any act or neglect of any other tenant "of the Building." 5. Section 19 "Landlord's, Liability" shall be amended taread as follows: "19. Landlord's Liability, In the event .of, any transfer of Landlord's interest approved by the City, Landlord shall be relieved from.and after the date of such transfer of all liability under this Sublease provided that any funds in'the,hands,of Landlord at the time of such transfer, in which Tenant has an interest, shall be delivered to the grantee. The obligations in this Sublease to be performed by. Landlord shall be binding on Landlord's successors and assigns only during their respective periods of ownership," Page 3 of 4 r 6: In all other regards, the Sublease shall continue in full force and effect. IN WTTNESS WHEREOF, the parties hereto have caused this Modification of Lease to be executed as of the datespecifiedabove. W Lo Addresi: 3 115 W. Woodward Escondido, CA 92025 Tel. #: 760 - 7463315 Facsimile: 760- 740 -0242 TENANT: NEIGHBORHOOD HOUSE ASSOCIATION Address: /0�.i 5660 Copley Dr: San Diego, CA 92111 Tel. #: 85 &715 -2642 Facsimile: 858- 715 -2670 K:Ubb4eal estate\Boys' and Oirls' CluMMODIFICATION OF SUBLFAS&NHA- Poway -,W Page 4 of 4