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Catholic Charities Diocese of San Diego; 2012-04-10;
!<7 RECORDING REQUESTED BY: City of Carlsbad WHEN RECORDED MAIL TO: City of Carlsbad City Clerk's Office Attn: City Clerk 1200 Carlsbad Village Drive Carlsbad CA 92010 DOCtt 2012-0257557 lllllllllllll IIMIillllilllllilllllllll IIIIII MAY 02, 2012 8:42 AM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE Ernest J. Dronenburg, Jr., COUNTY RECORDER FEES: 0.00 WAYS: 2 DA: 1 PAGES: (Space above for Recorder's Use) NOTE TO BORROWER: This Deed of Trust Contains Provisions Prohibiting Assumptions DEED OF TRUST AND SECURITY AGREEMENT 13 lllllllllllllllllllllllllllllllli THIS DEED OF TRUST AND SECURITY AGREEMENT ("Security Instrument") is made on the day of JlpjiLQ , 20 U, among the Catholic Charities, Diocese of San Diego, a non-profit corporation, ("Borrower") as trustor, and Lawyers Title Company, a California corporation ("Trustee"), and the City of Carlsbad, a municipal corporation ("the City"), as beneficiary. The Borrower, in consideration of the promises herein recited and the trust herein created, irrevocably grants, transfers, conveys and assigns to the Trustee, in trust, with power of sale, the property located in the City of Carlsbad, State of California, which has the address of 2472-78 Impala Drive, Carlsbad, California, and is further described in the attached Exhibit "A" (the "Property"). TOGETHER WITH all easements, appurtenances, and fixtures now or hereafter a part of the property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Security Instrument; and, TO SECURE to the City the repayment of the sums evidenced by a promissory note executed by the Borrower to the City dated x^yg^A -2.^, X0\'3^ the principal sum of three hundred thousand dollars ($300,000) (the "Note"). TO SECURE to the City the payment of all other sums, with interest thereon, advanced in accordance herewith to protect this Security Instrument; and the performance of the covenants and agreements of Borrower herein contained; and, TO SECURE the performance of any obligations of Borrower in any other agreements with respect to the financing of the Property, the failure of which would adversely affect Beneficiary, whether or not Beneficiary is a party to such agreements. City Attorney Approved 10/31/08 BORROWER AND THE CITY COVENANT AND AGREE AS FOLLOWS: 1. Borrower's Estate. That Borrower is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Property, that other than another security instrument benefiting the City, the Property is unencumbered. Borrower warrants and will defend generally the title to the Property against all claims and demands, subject to any declarations, easements or restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring the City's interest in the Property. 2. Payment of Principal and Prepayment. Borrower shall promptly pay when due the principal of the debt evidenced by the Note. The Note contains the following provisions concerning payment of the loan under certain conditions: No Assumptions of Note. Borrower acknowledges that the Note is given in connection with predevelopment activities related to rebuilding of La Posada de Guadalupe homeless shelter. Consequently, the Note is not assumable by transferees of the Property, but is due and payable in full on the date the Property is sold or transferred. 3. Charges; Liens. Borrower shall pay all taxes, assessments, charges, fines and impositions attributable to the Property, which may attain priority over this Security Instrument. Borrower shall pay these obligations on time directly to the person owed payment. Borrower shall promptly furnish to the City all notices of amounts to be paid under this Section. If Borrower makes these payments directly. Borrower shall promptly furnish to the City receipts evidencing the payments. Borrower shall promptly discharge any other lien which shall have attained priority over this Security Instrument unless Borrower: (1) agrees in writing to the payment of the obligation secured by the lien in a manner acceptable to the City; (2) contests in good faith the lien by, or defends against enforcement of the lien in, legal proceedings which in the City's opinion operate to prevent the enforcement of the lien; or (3) secures from the holder of the lien an agreement satisfactory to the City subordinating the lien to this Security Instrument. If the City determines that any part of the Property is subject to a lien which may attain priority over this Security Instrument, the City may give Borrower a notice identifying the lien. Borrower shall satisfy such lien or take one or more of the actions set forth above within 10 days of the giving of notice. 4. Hazard or Property Insurance. Borrower shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term "extended coverage" and any other hazards, including floods or flooding, for which the City requires insurance. This insurance shall be maintained in an amount equal to the replacement cost of the Property and for the periods that the City requires. The insurance carrier providing the insurance shall be licensed to do business in the State of California and be chosen by Borrower subject to the City's approval which shall not be unreasonably withheld. If Boi rower fails to maintain coverage described above, the City may, at the City's option, obtain coverage to protect the City's rights in the Property in accordance with Section 6. The City shall be named as additional insured on any such policies of insurance. All insurance policies and renewals shall be acceptable to the City and shall include a standard mortgagee clause with standard lender's endorsement in favor of the Deed of Trust and 2 City Attorney Approved 10/31/08 the City as their interest may appear and in a form acceptable to the City. The City shall have the right to hold, or cause its designated agent to hold, the policies and renewals thereof, and Borrower shall promptly furnish to the City, or its designated agent, the original insurance policies or certificates of insurance, all renewal notices, and receipts of paid premiums. In the event of loss. Borrower shall give prompt notice to the insurance carrier and the City or its designated agent. The City or its designated agent may make proof of loss if not made promptly by the Borrower. The City shall receive thirty days advance notice of cancellation of any insurance policies required under this Section. Unless the City and Borrower othenA/ise agree in writing, insurance proceeds shall be applied to restoration or repair of the Property damaged, provided such restoration or repair is economically feasible and the City's security is not thereby impaired. If the restoration or repair is not economically feasible or the City's security of this Deed of Trust would be impaired, the insurance proceeds shall be applied to repay the sums secured by this Security Instrument, whether or not then due, with any excess paid to Borrower. If Borrower abandons the Property, or does not answer within 30 days a notice from the City or its designated agent that the insurance carrier has offered to settle a claim, then the City or its designated agent may collect the insurance proceeds. City may use the proceeds to repair or restore the Property or to pay sums secured by this Security Instrument, whether or not then due. The 30-day period will begin when the notice is given. 5. Occupancy, Preservation, Maintenance and Protection of the Property. Borrower shall obtain all necessary permits required to occupy, establish, and use the Property as a homeless shelter and maintain the property consistent with the requirements of such permits. Borrower shall not destroy, damage or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Borrower shall be in breach if any forfeiture action or proceeding, whether civil or criminal, is begun that in the City's good faith judgment could result in forfeiture of the Property or othenA^ise materially impair the lien created by this Security Instrument or the City's security interest. Borrower may cure such a breach and reinstate, as provided in Section 18, by causing the action or proceeding to be dismissed with a ruling that, in the City's good faith determination, precludes forfeiture of the Borrower's interest in the Property or other material impairment of the lien created by this Security Instrument or the City's security interest. 6. Protection of the City's Rights in the Property. If Borrower fails to perform the covenants and agreements contained in this Security Instrument or if any action or proceeding is commenced which may materially affect the City's rights in the Property, including but limited to breach under any other deed of trust encumbering the property, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then the City, at the City's option, upon notice to the Borrower, may make appearances, disburse such sums and take such actions at it deems necessary to protect the value of the Property and the City's rights in the Property. The City's actions may include paying any sums secured by a lien which has priority over this Security Instrument, appearing in court, paying reasonable attorneys' fees and entering on the Property to make repairs. Any amounts disbursed by the City pursuant to this Section shall become additional debt of Borrower secured by this Security Instrument. Unless Borrower and the City agree to other terms of payment, these amounts shall bear interest from the date of disbursement at the lesser of ten percent (10%) or the highest rate permissible under applicable law and shall be payable, 3 City Attorney Approved 10/31/08 with interest, upon notice from the City to Borrower requesting payment. Nothing contained in this Section will require the City to incur any expense or take any action hereunder. 7. Inspection. The City or its agent may make reasonable entries upon and inspections of the Property. The City shall give Borrower notice at the time of or prior to an inspection specifying reasonable cause for the inspection. 8. Forbearance By the City Not a Waiver. Any forbearance by the City in exercising any right or remedy will not be a waiver of the exercise of any such right or remedy. 9. Remedies Cumulative. All remedies provided in this Security Instrument are distinct and cumulative to any other right or remedy under this Security Instrument or any other document, or afforded by law or equity, and may be exercised concurrently, independently, or successfully. 10. Successors and Assigns Bound; Joint and Several Liability. The covenants and agreements of this Security Instrument shall bind and benefit the respective successors and assigns of the City and Borrower, subject to the provisions of this Security Instrument. Borrower's covenants and agreements shall be joint and several. 11. Notices. Except for any notice required under applicable law to be given in another manner, any notice to Borrower provided for in this Security Instrument shall be sent certified mail, return receipt requested or express delivery service with a delivery receipt, or personally delivered with a delivery receipt obtained, and shall be deemed to be effective as of the date shown of the delivery receipt as the date of delivery, the date delivery was refused, or the date the notice was returned as undeliverable. Notices shall be directed as follows: Borrower: Catholic Charities, Diocese of San Diego 349 Cedar Street San Diego, CA 92101 Attn: Executive Director City of Carlsbad: Housing and Neighborhood Services Department 2965 Roosevelt Street Suite B Carlsbad CA 92010-2389 Attn: Housing and Neighborhood Services Director The parties may subsequently change addresses by providing written notice of the change in address to the other party in accordance with this Section. 12. Governing Law. This Security Instrument shall be construed in accordance with and be governed by the laws of the State of California. In the event that any provision or clause of this Security Instrument or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Security Instrument or the Note which can be given effect without the conflicting provision. To this end the provisions of this Security Instrument and the Note are 4 City Attorney Approved 10/31/08 declared to be severable. 13. Severability. In the event that any provision or clause contained in this Security Instrument or the Note shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or clause shall be deemed severable from the remaining provision, and this Security Instrument and the Note shall be construed as if such invalid, illegal, be severable. 14. Captions. The captions and headings in this Security Instrument are for convenience only and are not to be used to interpret or define the provisions hereof. 16. Default; Remedies. Upon the Borrower's breach on any covenant or agreement of the Borrower in this Security Instrument, including, but not limited to, the covenants to pay, when due, any sums secured by this deed of Trust, the City, prior to acceleration shall give notice to Borrower specifying: (1) the breach; (2) if the breach is curable; (3) the action required to cure the breach; (4) a date, not less than 30 days from the date the notice is given to Borrower by which the breach must be cured; and (5) if the breach is curable, failure to cure the breach on or before the date specified in the notice may result in acceleration of the sums secured by this Security Instrument and sale of the Property. The notice shall further inform Borrower of the right to reinstate after acceleration and the right to bring a court action to assert the non-existence of a default or any other defense of Borrower to acceleration and sale. If the breach is not cured by the Borrower on or before the date specified in the notice, then the City, at its option may: (a) require immediate payment in full of all sums secured by this Security Instrument without further demand and may invoke the power of sale and any other remedies permitted by California law; (b) either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Property, in its own name or in the name of the Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom or protect the security thereof. The entering upon and taking possession of the Property shall not cure or waive any breach hereunder or invalidate any act done in response to such breach and notwithstanding the continuance in possession of the Property, the City shall be entitled to exercise every right provided for in this Security Instrument or by law upon occurrence of any uncured breach, including the right to exercise the power of sale; (c) commence an action to foreclose this Security Instrument as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (d) deliver to the Trustee a written declaration of default and demand for sale, pursuant to the provisions for notice of sale found at California Civil Code Sections 2924, et seq.. as amended from time to time; or (e) exercise all other rights and remedies provided herein, in the instruments by which the Borrower acquires title to any Property, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law. The City shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this Section, including, but not limited to, reasonable attorney's fees. 16. Acceleration. Upon the occurrence of a default under the Note, or this Security Instrument, the City shall have the right to declare the full amount of the principal under the Note immediately due and payable. Any failure by the City to pursue its legal and equitable remedies upon default shall not constitute a waiver of the City's right to declare a default and exercise all of its rights under the Note and this Security Instrument. Nor shall acceptance by the City of any 5 City Attorney Approved 10/31/08 payment provided for in the Note constitute a waiver of the City's right to require prompt payment of any remaining principal and shared appreciation owed. 17. Borrower's Right to Reinstate. Notwithstanding the City's acceleration of the sums secured by this Security Instrument, Borrower shall have the right to have any proceedings begun by the City to enforce this Security Instrument discontinued at any time prior to the earlier of: (1) 5 days before sale of the Property pursuant to any power of sale contained in this Security Instrument; or (2) entry of a judgment enforcing this Security Instrument if Borrower: (a) pays the City all sums which then would be due under this Security Instrument and the Note as if no acceleration had occurred; (b) cures any breach of any other covenants or agreements of the Borrower contained in this Security Instrument; (c) pays all reasonable expenses incurred in enforcing the covenants and agreements of this Security Instrument, including, but not limited to, reasonable attorneys' fees; and (d) takes such action as the City may reasonably require to assure that the lien of this Security Instrument, the City's rights in the Property and Borrower's obligation to pay the sums secured by this Security Instrument shall continue unimpaired. Upon such payment and cure by Borrower, this Security Instrument and the obligations secured hereby shall remain in full force and in effect as if no acceleration had occurred. 18. Reconveyance. Upon payment of all sums secured by this Security Instrument, or upon forgiveness of the debt pursuant to Paragraph 9 and/or other provisions of the Note, the City will surrender this Security Instrument and the Note to the Trustee. The Trustee will reconvey the Property without warranty and without charge to the person or persons legally entitled thereto. Such person or persons will pay all costs of recordation, if any. 19. Substitute Trustee. The City, at its option, may from time to time remove Trustee and appoint a successor trustee to any Trustee appointed hereunder. The successor trustee shall succeed to all the title, power and duties conferred upon Trustee herein and by applicable law. 20. Hazardous Substances. Borrower shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances on or in the Property. Borrower shall not do, nor allow anyone else to do, anything affecting the Property that is in violation of any Environmental Law. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Property. Borrower shall promptly give the City written notice of any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Property and any Hazardous Substance or Environmental Law of which Borrower has actual knowledge. If Borrower learns, or is notified by any governmental or regulatory authority, that any removal or other remediation of any Hazardous Substance affecting the Property is necessary. Borrower shall promptly take all necessary remedial actions in accordance with Environmental Law. Prior to taking any such remedial action, however. Borrower shall notify the City that such remedial action is necessary and shall obtain the City's prior written consent for such remedial action. As used in this Section, "Hazardous Substances" are those substances defined as toxic or hazardous substances by Environmental Law and the following substances: gasoline, kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials. As used in this 6 City Attorney Approved 10/31/08 Section, "Environmental Law" means federal laws and laws of the jurisdiction where the Property is located that relate to health, safety or environmental protection. 21. Subordination to Senior Financing. This Deed of Trust and the provisions contained herein shall be subordinate to any senior financing approved by the beneficiary. /// /// /// /// /// /// /// /// /// /// /// /// /// /// 7 City Attorney Approved 10/31/08 Executed by Borrower this, BORROWER: 28 day of March ,^£H-IT 2012 Catholic Charities. Diocese of San Diego (name of Borrower) Bv: ^ I^Yh.^ dl^U/^ (sign here) Sister RayMonda DuVall (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California B City Manager wfi^or ATTEST: LORRAINE City Clerk Ik (Proper notarial acknowledgment of execution by Subrecipient must be attached. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney City Attorney Approved 10/31/08 State of California ) County of. On A)M!^ ZDIX before me. LiSBMm Hmj^/^A. fi^JT^yMl/d. Notary Public, personally appeared S/SJ^ /^iAlO/^m U)ut/Ai.L , who proved to me on the basis of satisfactory evidence to be the personj(8) whose name(5) is/sH^ subscribed to the within instrument and acknowledged to me that>e/she/lhey executed the same in J>fS/her/tl^r authorized capacity(ie^, and that byj»is7her/it^err slgnaturej^fon the instrument the persort^, or the entity upon behalf of which the person(sf acted, executed the Instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _ (Seal) State of California County of On Notary Public, personally appeared. b>^ore me, , who proved to me on the basis of satisfactpfy evidence to be the person(s) whose name(s) is/are subscribed to the within instniment and acknowledged to me that he/she/they executed the same In his/her/theip/^uthorized capacity(ies), and that by his/her/their signature(s) on the instrument VO(B person(s), or the entity upon behalf of which the person(s) acted, executed the/mstrument. I certify under PENALTY GF PERJURY under the laws of the State of California that the foregoing paragraph^ true and correct. WITNESS my hatra and official seal. SignatuM (Seal) GOVERNMENT CODE 27361.7 I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS: Nameof the Notary: Llberata R. Herrera Commission Number: 1807960 Date Commission Expires: 7/31/12 County Where Bond is Filed: San Diego Manufacturer or Vendor Number: NNA1 (Located on both sides of the notary seal border) Signature: Citv of Carlsbad Place of Execution: Office of the Citv Clerk/Citv of Carlsbad Date: Date Rec. Form #R10 (Rev.7/96) CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of On A^dL2j2m^ before me. NAD><Z^ ^VU, MCUWA ^tJot^C (Here ffl^rt name and title oflWofficer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(^ whose name(s^ is/ai;e subscribed to the within instrument and acknowledged to me that he/shc/tbeji executed the same in his/h©fAheir authorized capacity(te«), and that by his/ftVi/tht^ir signature("s^ on the instrument the person(s^ or the entity upon behalf of which the person(^ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal (Notary Seal) 1 y^fc. MORGEN FRY I ^sLev^^i Gommission # 1918442 I 5ir»^^aM Notary Public - California 1 San Diego County 5 Comm.ExptfetDgc24.2014 f f County ^ 1 Tf, ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages ____ Document Date (Additional infonnation) CAPACITY CLAIMED BY THE SIGNER • Individual (s) • Corporate Officer (Title) • Partner(s) • Attomey- • Truste INSTRUCTIONS FOR C0MPLETINGp#ST0RM Any acknowledgment completed in California must amtain verbiage exactly as appears above in the notary section or a separMn^cknowledgment form must be properly completed and attached to that do/tument. The only exception is if a document is to be recorded outside of CaHfornia. In such instances, any alternative acknowledgment verbiage as may be jfrinted on such a document so long as the verbiage does not require the notm^ o do something that is illegal for a notary in California (i.e. certifying the a/morized capacity of the signer). Please check the document carefully for proparnotarial wording and attach this form if required. State and County/jfuormation must be the State and County where the document signer(s) p&rsftlmWy appeared before the notary public for acknowledgment. Date ofnfiifanzaUon must be the date that the signer(s) personally appeared which musJ,8rfso be the same date the acknowledgment is completed. fe notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). Print the name(s) of document signer(s) who personally appear at the time of notarization. Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. Signature of the notary public must match the signature on file with the office of the county clerk. • Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. • Indicate title or type of attached document, number of pages and date. • Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). Securely attach this document to the signed document 2008 Version CAPA v 12.10.07 800-873-9865 www.NotaiyClasses.com EXHIBIT A Legal Property Description EXHIBIT -A" LE6AL PROPERTY DESCRIPTION Parcel 2 of Parcel Map No. 15247, In the City of Carlsbad, County of San Diego, State of California, filed in the Office of the County Recorder of San Diego County, May 25, 1988 as File/Page No. 88-247094 of Official Records. Excepting therefrom all oil, mineral, gas and other hydrocarbon substances below a depth of 500.00 feet from surface of said land, but without the right of surface entry as reserved by Palomar Vista, Ltd., a limited partnership in deed recorded September 30, 1977 as RIe/Page No. 77-401720 of Official Records. RECORDING REQUESTED BY: City of Carlsbad WHEN RECORDED MAIL TO: City of Carlsbad City Clerk's Office Attn: City Clerk 1200 Carlsbad Village Drive Carlsbad, Ca. 920108 DOCtt 2012-0257556 lllllllillllllllillllllllllllilllllllllllllll MAY 02, 2012 8:42 AM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE ErneslJ. Dronenburg, Jr., COUNTY RECORDER FEES: 0.00 PAGES: (Space above for Recorder's Use) AGREEMENT BETWEEN THE CITY OF CARLSBAD AND THE CATHOLIC CHARITIES, DIOCESE OF SAN DIEGO FOR 2011-2012 FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS THIS AGREEMENT, made and entered into as of this /0^6ay of A-flMjcD 201Z ("this Agreement") by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and the CATHOLIC CHARITIES, DIOCESE OF SAN DIEGO, a non-profit corporation ("CATHOLIC CHARITIES"), hereinafter referred to as "Subrecipient". RECITALS WHEREAS, the City has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, Public Law 93-383 as amended to fund eligible activities which benefit persons of low and moderate income; and, WHEREAS, the City wishes to provide assistance to non-profit public service providers who offer services for lower income Carlsbad residents; and, WHEREAS, the Subrecipient can provide these basic services for lower income persons with some assistance from the City; and, WHEREAS, the City has determined that the activity proposed by Subrecipient is exempt from environmental review under 24 CFR Section 58.34(a)(12); and, WHEREAS, the U.S. Department of Housing and Urban Development has approved the City's Annual Consolidated Plan for Community Development Block Grant funds (hereinafter referred to as the "Annual Consolidated Plan"). WHEREAS, HUD means the U.S. Department of Housing and Urban Development. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Subrecipient agree as follows: 12 City Attorney Approved: 10/31/08 1. STATEMENT OF WORK The City has allocated 2011-2012 federal Community Development Block Grant ("CDBG") funds, in the amount of three hundred thousand dollars ($300,000), to the Subrecipient for predevelopment activities necessary to rebuild facilities at La Posada de Guadalupe, a homeless shelter for men in Carlsbad. This funding shall be provided in the form of a no interest, deferred, and forgivable loan to the Catholic Charities, Diocese of San Diego. The purpose of the loan is to provide funds to be used specifically for predevelopment costs related to rebuilding project that will be incurred during the period beginning July 1, 2011 and ending June 30, 2012. The Subrecipient agrees to use all federal funds provided by the City to the Subrecipient pursuant to the provisions of this Agreement, the Scope of Work, attached hereto as Exhibit "A", and in accordance with the terms of the Annual Consolidated Plan. Every effort shall be made by the Subrecipient to expend the allocated funds in their entirety by June 30, 2012. If the Subrecipient will be unable to expend all of the funds allocated to the project by the noted date, the Subrecipient shall request an extension from the City for continued use of the funds on the approved project based on progress made by the Subrecipient towards completing the subject project. The City may agree to grant the extension or notify the Subrecipient that in its sole discretion the funds must be reallocated to another eligible activity due to slow project progress. 2. TERM OF LOAN The term of this loan shall be for a period of twenty (20) years. The twenty year term of the loan shall commence on the date the Promissory Note is executed and recorded and expire twenty (20) years after the date of this agreement. Subrecipient acknowledges that the subject loan is given in connection with predevelopment activities for the La Posada de Guadalupe rebuilding project only. The loan is not assumable by transferees of the property unless prior written approval is granted by the City Council. The loan shall be due and payable in full upon 1) the date the property is first sold or transferred, or, 2) upon failure of Subrecipient to operate a homeless shelter on the property, if they occur prior to the expiration of the term of the loan. The loan shall be forgivable upon expiration of the term of the loan if the property has been maintained and operated as a homeless shelter consistent with the conditions as set forth within this Agreement, or operated as another facility eligible for CDBG funds with prior approval from HUD and the City of Carlsbad. 3. DISBURSEMENT OF FUNDS The City shall reimburse Catholic Charities for necessary and reasonable costs related to predevelopment costs for rebuilding of La Posada de Guadalupe in Carlsbad. The necessary and reasonable costs shall not exceed a total of $300,000. Reimbursement shall not be made until all of the following conditions are completed to the satisfaction of the City's Housing and Neighborhood Services Director: City Attorney Approved: 10/31/08 a. Subrecipient shall provide construction estimates or other information deemed by City to be necessary to document that Subrecipient will be providing matching funds of one dollar for every two dollars of CDBG funding to be used on rebuilding La Posada de Guadalupe. b. Subrecipient shall execute and deliver to the City a Deed of Trust and Security Agreement and Promissory Note, and any other documents and instruments required to be executed and delivered to secure said loan, all in form and substance satisfactory to the City Attorney for the City of Carlsbad. The Deed of Trust to secure the loan shall be recorded against Subrecipient's fee interest in the Land described herein. Upon completing the above conditions to the satisfaction of the Housing and Redevelopment Director, the Subrecipient may submit reimbursement requests for the CDBG funds anytime after this agreement is approved and shall include documentation to verify that costs or expenditures of funds are consistent with this Agreement, the Statement of Work, the Annual Consolidated Plan, and with all applicable Federal, state, and local rules and regulations governing these funds. Receipts and paid invoices including an itemized statement of all costs are samples of appropriate methods of documentation. 4. PROGRAM INCOME The Subrecipient shall report, to the City, any interest, or other income, earned as a direct result of the use of federal CDBG funds for the program outlined within this agreement. All reported program income may be retained by the Subrecipient for costs related to the subject program activities. However, the program income, retained by the Subrecipient, must be expended before additional funds are requested from the City. The requirements are set forth in 24 CFR Section 570.504 which is incorporated herein by reference. All CDBG funds shall be disbursed to Subrecipient prior to HUD being required to disburse HUD Section 811 Capital Advance Funds to Subrecipient. 5. LABOR. MATERIALS AND SUPPLIES: The Subrecipient or its agents, contractors, subcontractors, or other designees of Subrecipient shall furnish all labor, materials and services and bear all expenses necessary to provide the subject program as outlined in this Agreement. Under this Agreement, the City's only financial obligation to the Subrecipient is to provide the CDBG funds of $300,000 as allocated by the City Council for program year 2011-2012. 6. RECORDS AND REPORTS The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR Section 570.506 that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: City Attorney Approved: 10/31/08 a. Records providing a full description of each activity undertaken; b. Records demonstrating each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records demonstrating compliance with 24 CFR Section 570.505 regarding change of use of real property acquired or improved with CDBG assistance; e. Records demonstrating compliance with the requirements in 24 CFR Section 570.606 regarding acquisition, displacement, relocation, and replacement housing; f. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; g. Documentation of all CDBG funds received from the City, eligible expenses incurred for administration of each activity, and other financial records as required by 24 CFR Section 570.502, and 0MB (the United States Office of Management and Budget) Circular A-110; and, h. Any other related records as the City shall require to demonstrate compliance with applicable Federal, state, and local rules and regulations governing these funds. The Subrecipient shall submit quarterly "Progress Reports" within fifteen (15) calendar days of the end of each quarter for the full term of this Agreement. The reports must include sufficient information to assist the City in monitoring the Subrecipient's performance. The Subrecipient must demonstrate satisfactory performance prior to reimbursement for expenditures. At a minimum, the performance reports shall include the following information: a. Total number of persons/households participating in the program during reported period; b. Total number of participants from Carlsbad; c. Number of low/moderate income Carlsbad persons/households participating in the program during the reporting period; d. Age and ethnic background of Carlsbad participants; and, e. Summary of program(s) provided to Carlsbad participants. The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include at the minimum client name, address, ethnicity, income level or other basis for determining eligibility, and a description of the service provided. This data shall assist the Subrecipient in completing the required quarterly progress reports to be submitted to the City. The Subrecipient shall maintain separate accounting records for the federal CDBG funds provided by the City. The City, Federal Grantor Agency, Comptroller General of the United States, or any of their duly-authorized representatives shall have access to all books, documents, papers and records maintained by the Subrecipient which directly pertain to the above project for the purpose of audit, examination, excerpts and transcriptions. City Attorney Approved: 10/31/08 Unless otherwise notified by the City, the Subrecipient shall retain all financial records, supporting documents and statistical reports related to the project identified under this Agreement for a period of five (5) years after the termination of all activities funded under this Agreement. All records subject to litigation, claims, audit findings, negotiations, or other actions must be retained for five (5) years from the date such action commenced or until completion of the action and resolution of all issues by the appropriate officials and verified by official written notice to the Subrecipient, whichever occurs later.. If the Subrecipient shall receive more than $300,000 in total federal funds in one fiscal year from the City of Carlsbad and/or any other city or agency, the Subrecipient is required to submit a Single Audit Report. As required by the Federal Single Audit Act, the Subrecipient shall be required to submit, to the City, a comprehensive financial audit prepared by an independent, neutral third-party auditor. The audit shall cover financial operations of the Subrecipient for the term of this Agreement and is due not later than one year after expiration of the Agreement. The Subrecipient shall also be required to submit a second audit for the following period covered under the fiscal year beginning July 1, 2011 and ending June 30, 2012 for any funds received in fiscal year 2011-2012 per this Agreement. 7. PROGRAM REQUIREMENTS The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the Housing and Urban Development regulations concerning Community Development Block Grants). The Subrecipient also agrees to adhere to the terms of the City's CDBG Application and Subrecipient Agreement on file at the Housing and Neighborhood Services Department and with assurances and agreements made, by the City to the United States Department of Housing and Urban Development of which the Subrecipient is given notice. The Subrecipient shall comply with applicable Uniform Administrative Requirements as described in 24 CFR Section 570.502, the federal regulations for the CDBG Program; the federal requirements are set forth, by reference, as a provision of this Agreement. The Subrecipient shall carry out all activities in compliance with all Federal laws and regulations as described in Subpart K of the CDBG Program Regulations, such as affirmatively furthering fair housing, labor standards (Davis Bacon Act), displacement, relocation and acquisition, and employment and contracting opportunities, except that: a. The Subrecipient will not assume the City's environmental responsibilities as described in 24 CFR Section 570.604; and b. The Subrecipient will not assume the City's responsibility for initiating the review process required under the provisions of 24 CFR Section 52. The provisions of Subpart K, of the CDBG Program Regulations, incorporated herein by reference, are a condition of this Agreement. City Attorney Approved: 10/31/08 The Subrecipient shall comply with and make good faith and reasonable efforts to carry out the purposes of Executive Order 12166 relating to "Improving Access to Services by Persons with Limited English Proficiency. 8. CHANGES IN USE OF FUNDS Changes in the use of CDBG funds must be approved by the City Council and the U.S. Department of HUD. If the Subrecipient desires a change in the use of the CDBG funds following approval of this Agreement, a written request must be submitted to the City for review by the City Council. No change in use of the CDBG funds will be permitted without prior approval of the City Council. 9. CHANGES IN USE OF PROPERTY Subrecipient shall use the subject property for a homeless shelter for men in Carlsbad. Any change in use for the subject property shall require approval of the City Council and the U.S. Department of HUD. 10. NONDISCRIMINATION CLAUSE The Subrecipient shall comply with all state and federal laws regarding nondiscrimination in the provision of services and the equal opportunity employment of personnel. 11. SUSPENSION AND TERMINATION OF AGREEMENT In accordance with 24 CFR Sections 85.43 and 85.44, this Agreement may be suspended or terminated if the Subrecipient fails to comply with any term(s) of the award. 24 CFR Sections 85.43 and 85.44 are incorporated herein by reference, as provisions of this Agreement. 12. REVERSION OF ASSETS Upon expiration of the Agreement, the Subrecipient shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. The Subrecipient shall be required to use any real property under the Subrecipient's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 to either be: a) Used to meet one of the national objectives in 24 CFR Section 570.208 of the federal regulations until five (5) years after expiration of the Agreement; or, b) Disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition, or improvement to, the property. Reimbursement is not required after the period of time specified City Attorney Approved: 10/31/08 in paragraph (a) of this section. 13. HOLD HARMLESS AGREEMENT The City, its officers, and employees shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, or real or personal property of any person whatsoever, nor for personal injuries or death caused by, or claimed to have been caused by, or resulting from, any intentional or negligent acts, errors or omission of Subrecipient or Subrecipient's agents, employees, or representatives arising directly or indirectly out of performance of the project outlined in this Agreement. Subrecipient agrees to defend, indemnify, and hold free and harmless the City, its officers, employees and agents against any of the foregoing liabilities or claims of any kind and any cost or expenses incurred by the City including attorneys' fees, on account of any of the foregoing liabilities, including liabilities or claims arising out of alleged defects in any plans or specifications for the project or facility. 14. ASSIGNMENT OF AGREEMENT Subrecipient shall not assign this Agreement or any monies due thereunder without the prior written consent of the City Council. 15. SUCCESSORS OR ASSIGNS Subject to the provisions of this Subrecipient Agreement Paragraph 13, "Hold Harmless Agreement", all terms, conditions, and provisions hereof shall inure and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 16. INSURANCE The Subrecipient shall obtain and maintain policies of Commercial General Liability insurance and a combined policy of worker's compensation and employers liability insurance in an insurable amount of not less than one million dollars ($1,000,000) each, unless a lower amount is approved by the City Attorney or the City Manager. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH" or have a surplus line insurer which is on the State of California's List of Eligible Surplus Line Insurers with a current Best's Key Rating of not less than "A:X". This insurance shall be in force during the term of this Agreement and shall not be canceled or materially changed without ten (10) days prior written notice to the City sent by certified mail.The City shall be named as an additional insured on these policies. The Subrecipient shall furnish certificates of insurance and required endorsements to the Housing and Neighborhood Services Director before commencement of work. City Attorney Approved: 10/31/08 28 Executed by Subrecipient this_ SUBRECIPIENT: Catholic Charities. Diocese of San Diego (name of Subrecipient) By: yy<L vm^i^/k^/w^ iWi^-^ day of March ., 2012. CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) By (sign here) Sister RayMonda DuVall (print name/title) By: ^t)/'. Oity Manager or Mayor ATTEST: (sign here) (print name/title) (Proper notarial acknowledgment of execution by Subrecipient must be attached. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney BY: City Attorney Approved: 10/31/08 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of On Aail 4ilD\Q, before me, ^Apvae^ ITU; MorUm'HUi'c yj (H^ insert name and tftte4)f the officer) personally appeared _ who proved to me on the basis of satisfactory evidence to be the personC-s^ whose name^s) is/af& subscribed to the within instrument and acknowledged to me that he/sbWtbey executed the same in his/h«f/their authorized capacity(i©s), and that by his/her/their signatureC-s^ on the instrument the person(-9»), or the entity upon behalf of which the person(-8) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. lESS my hand and official seal (Notary Seal) MORGENFRY Commission # 1918442 Notary Public - California San Diego County Comm. Expires Dec 24.2014 1 ^»^^»*^ My Comm. Expires Dec ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages Document Date (Additional information) CAPACITY CLAIMED BY THE SIGNER • Individual (s) • Corporate Officer (Title) • Partner(s) • AttomevjHl^act • Tmstt^) Jther INSTRUCTIONS FOR COMPLETING THISJFORM Any acknowledgment completed in California must contam^erbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that documentrThe only exception is if a document is to be recorded outside of California/in such instances, any alternative acknowledgment verbiage as may be printe^on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authofiied capacity of the signer). Please check the document carefully for proper npmrial wording and attach this form if required. • State and County mftffmation must be the State and County where the document signer(s) persmjatly appeared before the notary public for acknowledgment. • Date of notafization must be the date that the signer(s) personally appeared which must^kobe the same date the acknowledgment is completed. notary public must print his or her name as it appears within his or her "commission followed by a comma and then your title (notary public). Print the name(s) of document signer(s) who personally appear at the time of notarization. Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/theyr is /are) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. Signature of the notary public must match the signature on file with the office of the county clerk. • Additional infonnation is not required but could help to ensure this acknowledgment is not misused or attached to a different document. • Indicate title or type of attached document, number of pages and date. • Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). Securely attach this document to the signed document 2008 Version CAPA vl2.l0.07 800-873-9865 www.NotaryClasses.com State of California ) County of On tOOHCI^ (Z^/Z before me, _, Notary Public, personally appeared SjSWl^ ^"//hAf^DF^ JfU ^ALL , who proved to me on the basis of satisfactory evidence to be the persoij^) whose name(8) is/^yf subscribed to the within instrument and acknowledged to me that^/she/tfe€y executed the same inirtS/her/tJi^r authorized capacityCies^Tand that by jMS/her/tbdr signatureCsToi^ the instrument the persoi^), or the entity upon behalf of which the person(^ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) State of California County of On personally appeared before me. satisfactory evidence to be the person(s) whose namej^af is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the^g^me in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument^Jke person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Notary Public, _, who proved to me on the basis of I certify under PENALTY OF PERJj paragraph is true and correct. Y under the laws of the State of California that the foregoing WITNESS my hand an<i^fficial seal Signatu (Seal) 11 GOVERNMENT CODE 27361.7 I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS: Name of the Notary: Llberata R. Herrera Commission Number: 1807960 Date Commission Expires: 7/31/12 County Where Bond is Filed: San Diego Manufacturer or Vendor Number: NNA1 (Located on both sides of the notary seal border) Signature: Citv of Carlsbad Place of Execution: Office of the Citv Clerk/Citv of Carlsbad Date: Date Rec. Form #R10 (Rev.7/96) EXHIBIT "A" CITY OF CARLSBAD COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM SCOPE OF WORK Contract Term: July 1, 2011 to June 30, 2012 Subrecipient Name: CATHOLIC CHARITIES, DIOCESE OF SAN DIEGO Address: 349 Cedar Street, San Diego, CA 92101 Project Description: Funds are to be provided to assist with the costs of predevelopment activities related to rebuilding of La Posada de Guadalupe, a homeless men's shelter in Carlsbad. Project Goals & Objectives: (Please Attach Additional Sheets As Necessary.) 1. CDBG funds will be used to fund the following activities in compliance with the project description outlined and in conformance with the Federal regulations for the CDBG program: {Please specify if CDBG funds will be used to fund costs associated with staffing, rents, utilities, supplies, etc.) Funds are to be provided to assist with the costs of predevelopment activities related to rebuilding of La Posada de Guadalupe, a homeless men's shelter in Carlsbad. Predevelopment activities may include preparation of plans, engineering studies, payment of permit fees and other non-construction activities necessary to rebuild shelter facilities. 2. Project objectives to be accomplished during the contract period: (Please describe the specific sen/ices or activities to be provided to low/moderate income residents with the CDBG funds awarded. If applicable, please provide a target objective for the number of persons/households to benefit from the Subrecipient's services/project.) Conduct eligible predevelopment activities necessary to rebuild La Posada de Guadalupe homeless shelter. 3. Project objectives performance measures: a. Provide quarterly performance reports to the City of Carlsbad, Housing and Neighborhood Services Department on the CDBG Quarterly Performance Report form as provided. b. Maintain records, invoices, and relevant statistics supporting the quarterly reports. c. Provide a final performance report, including an evaluation report of the program's success in meeting established goals, to the City of Carlsbad Housing and Neighborhood Services Department within 15 days of termination of the contract date on the CDBG Annual Performance Report form as provided. d. Provide notification to the City of any audits or investigations including results, findings, and/or liens. NOTE TO BORROWER: This Note is not assumable. PROMISSORY NOTE Secured by a Deed of Trust $300,000.00 Date:. Carlsbad, California 2472-78 Impala Drive. Carlsbad. CA 92008 (the "property") FOR VALUE RECEIVED, Catholic Charities, Diocese of San Diego, a nonprofit corporation ("Borrower"), promises to pay to the City of Carlsbad, a municipal corporation ("City"), the principal sum of Three Hundred Thousand Dollars ($300,000), or so much thereof as is reimbursed to Borrower by the City pursuant to the Agreement Between the City of Carlsbad and Catholic Charities, Diocese of San Diego for Federal Community Development Block Grant Funds. 1. Loan Agreement. This City Promissory Note is made pursuant to a Community Development Block Grant Subrecipient Agreement dated fl JTIJ^JL ZQIZ^ (the "Agreement") by and between the Borrower and the City. 2. Use of Funds. Borrower is to conduct predevelopment activities related to the rebuilding of facilities at La Posada de Guadalupe homeless shelter on property identified as2472-78 Impala Drive in the City of Carlsbad. This Note evidences the loan made by the City to assist Borrower with conducting predevelopment activities necessary to rebuild facilities on the property, which will be operated consistent with the requirements of future permits governing its use. 3- Security. This Note is secured through concurrent execution of a Deed of Trust and Security Agreement, herein after referred to as Deed of Trust, and recordation of said Deed of Trust in the Office of the San Diego County Recorder. 4. Transfer or Assumption of Note. Borrower acknowledges that this Note is given in connection with predevelopment activities related to the rebuilding of facilities at La Posada de Guadalupe homeless shelter. Consequently, this Note is not assumable by transferees of the Property and is due and payable upon the date the property is sold or transferred, or upon failure of Subrecipient to operate the facility as a homeless shelter consistent with the requirements of future permits governing the use of the property and the Subrecipient's application to the City requesting financial assistance. 5. Interest. There will be no interest charged on the Loan. 6. Term. The term of this loan shall be for a period of twenty (20) years. The twenty year term of the loan shall commence on the date the Promissory Note is executed and expire twenty (20) years after the date of this agreement. 7. Forgivable. The loan shall be forgivable upon expiration of the twenty year term of the loan if the facility has been maintained and operated according to terms of the Subrecipient Agreement between the City and Borrower for Community Development Block Grant Funds and consistent with the requirements of future permits governing the use of the facility for the full term of the loan. 8. Acceleration. Upon the occurrence of a default under the Subrecipient Agreement between the City and Borrower for Community Development Block Grant Funds and Deed of Trust, and expiration of all applicable notice and cure periods (an "Event of Default"), the City shall have the right to accelerate the Due Date of this Note and declare all of the unpaid principal immediately due and payable. Any failure by the City to pursue its legal and equitable remedies upon an Event of Default shall not constitute a waiver of the City's right to declare an Event of Default and exercise all of its rights under this City Note, the Subrecipient Agreement, and the Deed of Trust. Nor shall acceptance by the City of any payment provided for herein constitute a waiver of the City's right to require prompt payment of any remaining principal. 9. No Offset. Borrower hereby waives any rights of offset it now has or may hereafter have against the City, its successors and assigns. 10. Waiver: Attorneys' Fees. Borrower and any endorsers or guarantors of this City Note, for themselves, their heirs, legal representatives, successors and assigns, respectively, severally waive diligence, presentment, protest, and demand, and notice of protest, dishonor and non-payment of this City Note, and expressly waive any rights to be released by reason of any extension of time or change in terms of payment, or change, alteration or release of any security given for the payments hereof, and expressly waive the right to plead any and all statutes of limitations as a defense to any demand on this City Note or agreement to pay the same, and jointly and severally agree to pay all costs of collection when incurred, including reasonable attorneys' fees. If an action is instituted on this City Note, the undersigned promises to pay, in addition to the costs and disbursements allowed by law, such sum as a court may adjudge reasonable as attorneys' fees in such action. 11. Manner and Place of Payment. All payments of principal due under this City Note shall be payable in lawful money of the United States of America at the office of the City of Carlsbad, Housing and Neighborhood Services Department, 2965 Roosevelt Drive, Suite B, Carlsbad, California 92009, or such other address as the City may designate in writing. 12. No Waiver by the City. No waiver of any breach, default, or failure of condition under the terms of this Note shall be implied from any failure of the City to take action with respect to such breach, default or failure or from any previous waiver of any similar or unrelated breach, default or failure. 13. Giving of Notices. Except for any notice required under applicable law to be given in another manner, any notice to Borrower provided for in this Note shall be sent certified mail, return receipt requested or express delivery service with a delivery receipt, or personally delivered with a delivery receipt obtained, and shall be deemed to be effective as of the date shown on the delivery receipt as the date of delivery, the date delivery was refused, or the date the notice was returned as undeliverable. Notices shall be directed as follows: Borrower: Catholic Charities, Diocese of San Diego 349 Cedar Street San Diego, CA 92101 Attn: Executive Director Citv of Carlsbad: Housing and Neighborhood Services Department 2965 Roosevelt Street, Suite B Carlsbad, Ca. 92009 Attn: Director The parties may subsequently change addresses by providing written notice of the change in address to the other parties in accordance with this Section. 16. Joint and Several Obligations. This Note is the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns. 17. Controlling Law. This Note shall be construed in accordance with and be governed by the laws of the State of California. 18. Assignment by the City. The City may assign its right to receive the proceeds under this Note to any person and upon notice to Borrower by the City all payments shall be made to the assignee. 19. invalid Provisions, if any one or more of the provisions contained in this Note shall for any reason by held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Note, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Note. /// /// /// /// /// 20. Entire Agreement. This Note (along with the Subrecipient Agreement between the City and Borrower for Community Development Block Grant Funds, and the Deed of Trust) sets forth the entire understanding and agreement of the City and Borrower and any amendment, alteration or interpretation of this Note must be in writing signed by both the City and Borrower. IN WITNESS WHEREOF the parties hereto have caused this Promissory Note to be executed as of the day and year first written above. BORROWER: CATHOLIC CHARITIES, DIOCESE OF SAN DIEGO, a California Non-Profit Corporation By: Sister RayMonda DuVall, Executive Director Contract Term: EXHIBIT "B" CITY OF CARLSBAD COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM BUDGET July 1,2011 to June 30, 2012 Subrecipient Name: CATHOLIC CHARITIES, DIOCESE OF SAN DIEGO Address: 349 Cedar Street, San Diego, CA 92101 Project Description: Funds are to be provided to assist with the costs of predevelopment activities related to rebuilding of La Posada de Guadalupe, a homeless men's shelter in Carlsbad. The total grant amount of $300,000 will be used to assist with the costs of predevelopment activities related to rebuilding of La Posada de Guadalupe, a homeless men's shelter in Carlsbad. Predevelopment activities may include preparation of plans, engineering studies, payment of permit fees and other non-construction activities necessary to rebuild shelter facilities. Subrecipient shall provide estimates and other information deemed necessary by the Housing and Neighborhood Services Director to document that Subrecipient will be providing matching funds of one dollar for every two dollars of CDBG funds available for reimbursement. 10