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Catholic Charities Diocese of San Diego; 2012-10-25;
City of Carlsbad Office of the Mayor September 13, 2012 Sister RayMonda DuVall Catholic Charities Diocese of San Diego 349 Cedar Street San Diego, CA 92101-3197 SUBJECT: AGP 06-16 - AGRICULTURAL CONVERSION MITIGATION FEE GRANT FUNDING AGREEMENT Dear Sister RaylVlonda DuVall, In its meeting on February 19, 2008, the Carlsbad City Council approved the Agricultural Conversion Mitigation Fee Ad Hoc Citizens Committee's recommendation to award your organization's funding request of $2,000,000 in Agricultural Conversion Mitigation Fee Grant funding with a stipulation that only $108,500 be authorized for disbursement to allow for design work. As of the date of this funding agreement, fifty-four thousand, four hundred ($54,400) to fund design work has been disbursed to Catholic Charities in accordance with the funding agreement between Catholic Charities and the City of Carlsbad on file with the City Clerk and dated April 22, 2009. As of the date of this funding agreement, Catholic Charities has spent zero dollars ($0) on design work in accordance with the funding agreement dated April 22, 2009. In its meeting on July 13, 2010, the Carlsbad City Council authorized disbursement of the undisbursed portion ($1,945,600) of the $2,000,000 grant award to fund project construction. The funding is awarded for Agricultural Conversion Mitigation Fee Grant Project (AGP) 06- 16 (La Posada De Guadalupe Farm Worker Housing), to construct a new farm worker housing project to replace the existing La Posada de Guadalupe shelter at 2476-2478 Impala Drive. A copy of City Council Resolution(s) No. 2008-050 and 2010-189, which approve the allocation of grant funding, are enclosed for your information. Thank you for your participation in the Agricultural Conversion Mitigation Fee Grant process. Should you have any questions, please feel free to contact Kevin Pointer in the Planning Division at (760) 602-4620. LETTER OF AGREEMENT This letter is to serve as a Letter of Loan Agreement ("Agreement") for two million dollars ($2,000,000) from the Agricultural Conversion Mitigation Fee Grant Fund to implement the construction of a new permanent facility, with a minimum of 50 beds, located at 2476-2478 Impala Drive, to provide housing for farm workers actively employed in agriculture within the City of Carlsbad. This Agreement is made and entered into as of this t^S"^ day of OcthhcAT 2012, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and CATHOLIC CHARITIES DIOCESE OF SAN DIEGO, a non-profit corporation, hereinafter referred to as "Catholic Charities". This Agreement, for two million dollars ($2,000,000), includes fifty-four thousand, four hundred dollars ($54,400) of funds already disbursed, but not yet spent, and one million, nine hundred forty-five thousand, six hundred dollars ($1,945,600) of funds to be disbursed. This Agreement shall supersede the agreement between the City and Catholic Charities dated April 22, 2009. The project shall be defined as construction of a new farm worker housing facility consistent CA 11/10/11 1200 Carlsbad Village Drive • Carlsbad, CA 92008-1989 • (760) 434-2830 • FAX (760) 720-9461 AGP 06-16 - AGRICULTURAL CONVERSION MITIGATION FEE GRANT FUNDING AGREEMENT September 13, 2012 Page 2 with the Conditional Use Permit and building permit issued by the City and any subsequent amendments and/or extensions approved thereto to replace the existing La Posada de Guadalupe shelter at 2476-2478 Impala Drive, Carlsbad, California ("Project"). Since construction of the Project will occur in phases and funding disbursements will be made in increments, the Project budget and schedule must detail said phases/increments and indicate the funding amounts and anticipated timing for each incremental disbursement. All persons who signed the grant application must sign this agreement. Please return the signed agreement along with: 1. The attached Annual Solicitation Form (Substitute W-9), and 2. An updated Project budget and schedule that describes the work tasks, estimated costs, completion dates and disbursement schedule for those portions of the grant to be funded with the $2,000,000 of awarded grant funding. 1. Statement of Work The City has approphated Agricultural Conversion Mitigation Fee ("ACMF") funds in the amount of two million dollars ($2,000,000)) for use by Catholic Charities for the Project. Catholic Charities will operate the facility constructed by the Project to implement a program ("Program"), to provide housing located at 2476-2478 Impala Drive, Carlsbad, California, with a minimum of fifty (50) beds for farm workers actively employed in agriculture within the City of Carlsbad for a period of twenty (20) years, or until this Agreement is otherwise deemed by the City Council to expire pursuant to the provisions contained herein ("Project"). This ACMF funding shall be provided in the form of a non interest, deferred, and forgivable loan to Catholic Charities. The purpose of the loan is to provide funds to be used specifically for costs related to the construction of a new permanent facility, with a minimum of 50 beds, located at 2476-2478 Impala Drive. Catholic Charities agrees to use all funds provided by the City pursuant to the provisions of this agreement. Every effort shall be made by Catholic Charities to expend the allocated funds in their entirety by JW^e. 3<D. g.<st3 If Catholic Charities is unable to expend all of the funds allocated to the Project by the noted date. Catholic Charities shall request an extension from the City for continued use of the funds on the approved Project based on progress made by Catholic Charities towards completing the subject Project and implementing the Program. The City may agree to grant the extension or notify Catholic Charities that in its sole discretion the funds must be reallocated to another eligible activity due to slow Project progress. 2. Terms of Loan The term of this loan shall commence on the date the Agreement is executed and expire twenty (20) years after the date the City issues a Certificate of Occupancy for the Project. Catholic Charities acknowledges that the subject loan is given in connection with the construction of new permanent facility, with a minimum of 50 beds, located at 2476-2478 Impala Drive 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, 2) upon failure of Catholic Charities to implement the Program consistent with the Regulatory/Operating Agreement, attached hereto as Exhibit "A", if either occurs phor to the expiration of the term of the loan. Failure to implement the Program consistent with the CA 11/10/11 AGP 06-16 - AGRICULTURAL CONVERSION MITIGATION FEE GRANT FUNDING AGREEMENT September 13, 2012 Page 3 Regulatory/Operating Agreement includes, but may not necessarily be limited to, consistency with Program Requirement #12 (or any other use approved by the City Council in the future)). The loan shall be forgivable upon expiration of the term of the loan if the property has been maintained and operated as a housing facility for farm workers actively employed in agriculture within the City of Carlsbad consistent with the conditions as set forth within this Agreement, or with the Agreement as amended in the future.. The loan shall be amortized over a twenty (20) year period beginning upon the final certificate of occupancy issued by the City for the completed Project; amortized at a rate of 1/20*^ per year. 3. Disbursement of Funds The City shall disburse funds for the Project directly to Catholic Charities for necessary and reasonable costs related to the construction of a new permanent facility in accordance with the Project Disbursement Schedule, attached hereto as Exhibit "B". Catholic Charities shall be responsible for any funding in excess of $2,000,000 necessary to complete construction of the Project; as well as all funding necessary to operate and maintain the Project and Program during the period of this Agreement. Disbursement of funds shall not be made until all of the following conditions are completed to the satisfaction of the City's Community & Economic Development Director: 1. Catholic Charities 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 a 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 Catholic Charities' fee interest in the Land described herein. Upon completing the above condition to the satisfaction of the Community & Economic Development Director, Catholic Charities may submit a request for the disbursement of funds anytime after this agreement is executed and shall include documentation to verify costs or expenditure of funds is consistent with this Agreement and all exhibits attached herewith. Construction estimates, receipts and paid invoices including an itemized statement of all costs, certification by the general contractor and/or Project manager that said work has been satisfactorily completed and that actual construction costs to date conform to the development budget are samples of appropriate methods of documentation. The City shall disburse funds to Catholic Charities within ten (10) working days of verifying costs or that expenditure of funds is consistent with this Agreement and all exhibits attached herewith only if the following conditions have been met: a) This Agreement has been executed and all documents required herein have been recorded. b) The Conditional Use permit and all other necessary permits, including but not limited to building permits, have been approved and remain valid for the Project. 4. Interest Income Catholic Charities shall report, to the City, any interest, or other income, earned as a direct result of the use of ACMF funds for the Project outlined within this agreement. All reported income may be retained by Catholic Charities for costs related to the Project. However, the Project income retained by Catholic Charities, must be expended before additional funds are disbursed by the City. CA 11/10/11 AGP 06-16 - AGRICULTURAL CONVERSION MITIGATION FEE GRANT FUNDING AGREEMENT September 13, 2012 Page 4 5. Labor, Materials and Supplies Catholic Charities or its agents, contractors, subcontractors, management agent or other designees of Catholic Charities shall furnish all labor, materials and services and bear all expenses necessary to construct and maintain the Project and Program as outlined in this Agreement. Under this Agreement, the City's only financial obligation to Catholic Charities is to provide the ACMF funds in a maximum amount of $2,000,000 as appropriated by the City Council. 6. Records and Reports Catholic Charities shall maintain all records that are pertinent to construction and operation of the Project and Program to be funded under this Agreement. Such records shall include but not be limited to those necessary for the City to verify that Catholic Charities is fully compliant with the terms described in this Agreement and any exhibits attached hereto. Catholic Charities shall submit quartehy "Progress Reports" within fifteen (15) calendar days of the end of each quarter that the Project construction phase spans. Project construction shall extend from the time of building permit issuance until a Certificate of Occupancy is issued by the City. The reports must include sufficient information to assist the City in monitoring Catholic Charities' performance. Catholic Charities must demonstrate satisfactory performance prior to the City disbursing funding for subsequent phases. A final progress report on the Project construction shall be submitted no later than fifteen (15) calendar days after the City's issuance of the Certificate of Occupancy and shall include accounting of funds spent. Any unexpended funds shall also be returned with the final progress report on the Project construction. Catholic Charities shall maintain separate accounting records for the ACMF funds provided by the City. The City shall have access to all books, documents, papers and records maintained by Catholic Charities which directly pertain to the Project and Program funded with ACMF funds for the purpose of audit, examination, excerpts and transcriptions. Unless otherwise notified by the City, Catholic Charities 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 Catholic Charities, whichever occurs later. 7. Project Requirements Catholic Charities agrees to construct the Project. Agricultural Conversion Mitigation Fee ("ACMF") funds will be used to fund the following activities in compliance with the Project description outlined; as well as compliant and consistent with: A) the Conditional Use Permit approved by the City for the Project and any subsequent amendments and/or extensions approved thereto; and B) the timeframe identified in the Project Construction Schedule, attached hereto as Exhibit "C" unless an alternate Project Construction Schedule is approved by the City in writing. CA 11/10/11 AGP 06-16 - AGRICULTURAL CONVERSION MITIGATION FEE GRANT FUNDING AGREEMENT September 13, 2012 Page 5 Catholic Charities agrees to construct the Project utilizing Agricultural Conversion Mitigation Fee (ACMF) funds paid by the City in the amounts identified in the Project Disbursement Schedule Exhibit "B". It shall be the responsibility of Catholic Charities to fund any portions of the Project in excess of that identified in Exhibit "B". Catholic Charities is responsible for obtaining all necessary permits for construction of the Project. 8. Program Requirements Catholic Charities agrees to comply with all terms identified in the Regulatory Agreement, attached hereto as Exhibit "A". Failure to comply constitutes a loan default. 9. Changes in Use of Funds Changes in the use of ACMF funds must be approved by the City Council. If Catholic Charities desires a change in the use of ACMF funds following execution of this Agreement, a written request must be submitted to the City Community & Economic Development Director for transmittal to the City Council. No change in use of the ACMF funds will be permitted without prior approval of the City Council. 10. Changes in Use of Property Catholic Charities shall use the subject property as a farm worker housing facility consistent with the terms described in the Regulatory/Operating Agreement. Any change in use for the subject property shall require approval of the City Council. 11. Nondiscrimination Clause Catholic Charities shall comply with all state and federal laws regarding nondiscrimination in the provision of services and the equal opportunity employment of personnel. 12. Suspension and Termination of Agreement This Agreement may be suspended or terminated if Catholic Charities fails to comply with any term(s) of the award. 13. Reversion of Assets With fifteen (15) days of issuance of a Certificate of Occupancy for the Project, Catholic Charities shall transfer to the City any unexpended ACMF funds. 14. Hold Harmless Agreement The City, its officers, officials, 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 Catholic Charities or Catholic Charities' agents, employees, or representatives arising directly or indirectly out of construction of the Project and/or operation of the Program outlined in this Agreement. CA 11/10/11 AGP 06-16 - AGRICULTURAL CONVERSION MITIGATION FEE GRANT FUNDING AGREEMENT September 13, 2012 Page 6 15. Assignment of Agreement Catholic Charities shall not assign this Agreement or any monies due hereunder without the prior written consent of the City Council. Upon consent to such assignment or transfer. Catholic Charities shall be released from any further obligation or liability under this Agreement and/or the exhibits hereto. The City shall have first right of refusal for purchase of the property and improvements or to act as operator of the Program in lieu of Catholic Charities. 16. Successors or Assigns The provisions of this Agreement including Section 14 ("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. 17. Insurance Catholic Charities shall obtain and maintain a policy of Commercial General Liability (CGL) insurance with limits of no less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage and a policy of Workers' Compensation insurance as required by the State of California with Statutory Limits and Employer's Liability insurance with a limit of not less than one million dollars ($1,000,000) per accident for bodily injury or disease. The CGL insurance will be obtained from an insurer that is an admitted earner in the State of California with a rating in the most recent Best's Key Rating guide of at least A-:VII or with a surplus line insurer on the State of California's List of Approved Surplus Lines Insurers with a current Best's Key rating of not less than A:X. The City, its officials, employees and volunteers must be added by endorsement as additional insured on the CGL policy for liability arising out of work or operations performed by or on behalf of Catholic Charities, without restriction. All coverage shall be primary coverage to the City. Catholic Charities shall furnish certificates of insurance and required endorsements to the Community & Economic Development Director for review before commencement of work. 18. Recognition of Funding. Grant recipients are required to recognize on all printed material regarding the Project and the Program, that the Project is funded in part or in full by the City of Carlsbad. // // // // // // // // // // // CA 11/10/11 AGP 06-16 - AGRICULTURAL CONVERSION MITIGATION FEE GRANT FUNDING AGREEMENT September 13, 2012 Page 7 ACKNOWLEDGED AND AGREED: CATHOLIC CHARITIES By (signature) Sister RavMonda DuVall , F.yppii<-iT^ir^ctcr (Name/Title) By:. (signature) (Name/Title) Date: CITY OF CARLSBAD By:. Matt Hail, Mayor Date: ATTEST: Lorraine M. Wood, City Clerk CA 11/10/11 (Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. 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.) (If signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument). APPROVED AS TO FORM: RONALD R. BALL, City Attorney stant City Attorney Enclosures: 1. Annual Solicitation Form (Substitute W-9) 2. City Council Resolution 2008-050 3. City Council Resolution 2010-189 Exhibits: A. Regulatory/Operating Agreement B. Project Disbursement Schedule C. Project Construction Schedule CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of ^FP\ .Oi6Gh } On before me, Date /) t. Here Insert Name and Title of the Officer personally appeared A . Here Insert Name and Title of the JXJT^/t AAY/T) 0AJJ)/1 MALL. Name(s) of Signer(s) LjBwmfi.i«imiiM coiiMiMii#tii4m SMOiHoOwMir iCofnni.&Diitt<l!iJH who proved to me on the basis of satisfactory evidence to be the persorj^e) whose namej(«) Is/^per subscribed to the within instrument and acknowledged to me that ^^Ja^she/tJ^eyexecuted the same Iruht^her/thetf authorized capacity^ie^, and that byJais/her/tbetf slgnature^sf on the Instrument the person^^, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Place Notary Seal Above WITNESS my hand and official seal. Signature OPTIONAL - Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Slgner(s) Other Than Named Above: Number of Pages: Capacity(ies) Claimed by Slgner(s) Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here © 2007 National Notary Association • 9350 De Soto Ave., RO. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toil-Free 1 -800-876-6827 CATHOLIC CHARITIES Administration RESOLUTION WHEREAS: A. Catholic Charities, Diocese of San Diego is a nonprofit corporation; and B. Catholic Charities is eligible to lease, purchase and sell real and personal property during the calendar year 2012: ^ r j & NOW THEREFORE LET IT BE RESOLVED THAT: 1. The Board of Directors of Catholic Charities and Rodrigo Valdivia, the Chair, hereby authorize Sister RayMonda DuVall, the Executive Director, to initiate, negotiate, and administer the final terms of contracts for lease, purchase and sale of real and personal property, and to sign them on behalf of Catholic Charities. yn Rodrigo Valdivia Jsfnjes Brenn^n Chair ^etary \J PASSED AND ADOPTED at a regular meeting by the Catholic Charities Board of Directors this 19"May of Januai-y, 2012. Catholic 349CedarStreet, San Diego. California 92101-3197 * Tel. (619) 231-2828 * Fax (619) 234-2272 Charities Member Agency of United Way * Member Agency of Catholic Charities USA Diocese of San Diego EXHIBIT "A" REGULATORY AGREEMENT ("Agreement") CITY OF CARLSBAD ("City") AGRICULTURAL CONVERSION MITIGATION FEE PROGRAM SCOPE OF WORK Contract term: Grantee: Address: The term of this Agreement shall commence on the date the City issues the Certificate of Occupancy for the project and shall terminate twenty (20) years thereafter, or until this contract is othenA^ise deemed by the City Council to expire pursuant to the provisions contained in the Funding Agreement entered into between the City and Catholic Charities Diocese of San Diego ("Catholic Charities"). Catholic Charities 349 Cedar Street San Diego, CA 92101-3197 'Program" Description: To provide housing with a minimum of fifty (50) beds for a period of twenty (20) years, or until this Agreement is otherwise deemed by the City Council to expire pursuant to the provisions contained herein "Program" Requirements: 1. A minimum of fifty (50) beds shall be available for and provided to farm workers at all times. In the event there is a demand for less than fifty (50) beds for farm workers, Catholic Charities may provide those beds for other individuals in need. 2. Catholic Charities shall not transfer the property to another entity or allow another entity to operate the Program unless the City is provided with and waives its first right of refusal to purchase the property and improvements or to act as operator of the Program. 3. The loan shall become due and payable if the property is transferred to another entity unless assumption of the loan is allowed subject to agreement by both Catholic Charities and the City. 4. The amortized balance of the loan as determined pursuant to Section 2 of the Funding Agreement shall be due and payable if Catholic Charities discontinues operation that is consistent with the Program for four months or longer in any twelve-month period during the term of the loan. The amortized balance of the loan as determined pursuant to Section 2 of the Funding Agreement shall be due and payable if Catholic Charities defaults on the terms of the this Regulatory Agreement. A minimum of fifty (50) beds must be utilized by or made available to farm workers at all times, unless by mutual agreement in writing, the City and Catholic Charities determine that there is no longer a need for at least fifty (50) beds. An alternate number of acceptable beds shall be agreed upon in writing by the City and Catholic Charities. 7. Catholic Charities shall maintain all necessary licenses and permits to legally and lawfully operate the facility and Program. 8. Catholic Charities shall maintain compliance with the Conditional Use Permit issued by the City and any approved amendments thereto. 9. The City reserves the right to perform periodic inspections of the property to ensure compliance and proper maintenance of the improvements constructed and implementation of and the Program. 10. Catholic Charities shall submit annual Performance Reports to the City beginning on the date the City issues a Certificate of Occupancy for the project, hereinafter referred to as "Project", defined as construction a new farm worker housing facility consistent with the Conditional Use Permit and building permit issued by the City and any subsequent amendments and/or extensions approved thereto to replace the existing La Posada de Guadalupe shelter at 2476-2478 Impala Drive, Carlsbad, California. The Performance Reports shall be submitted by July 1, of each calendar year until the end of the term of the loan. Performance Reports shall include the following information: a. Client data demonstrating eligibility for services provided. Such data shall include at a minimum: client name, employer or other basis for determining eligibility, and a description of the service(s) provided. b. The number of beds per night utilized by farm workers participating in the Program during the reported period. c. The number of beds per night utilized by non-farm workers occupying the facility. 11. Unless otherwise notified by the City, Catholic Charities shall retain all financial records, supporting documents and statistical reports related to the Program 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 as verified by official written notice to Catholic Charities, whichever occurs later. 12. The facility may convert from a facility that serves farm workers actively employed in agriculture within the City to any other use approved by the City Council in the future upon modification of the Conditional Use Permit (if necessary), and occurrence of one of the following: a. At the end of the term of the loan, as described in Section 2 of the Funding Agreement; or, b. Upon agreement by both the City Council and Catholic Charities that there is no longer a need or that it is no longer feasible to provide farm worker housing; or, c. Upon repayment of the remaining loan balance, according to the amortization schedule as defined in Section 2 of the Funding Agreement. // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // 13. A final report on how the funds were spent and what the Project accomplished must be filed with the City within thirty days of Program completion. 14. Failure to comply with this agreement constitutes a default of the loan. 15. Upon a declaration of Default by the City under this Agreement, the City may exercise any remedies at law or in equity, including without limitation, any or all of the following: a. Declare all loan proceeds immediately due and payable without further demand, accelerate payments due under the City Promissory Note and invoke the power of sale under the City Deed of Trust; b. Apply to a court of competent jurisdiction for such relief at law or in equity as may be appropriate. ACKNOWLEDGED AND AGREED: CATHOLIC CHARITIES By: CITY OF CARLSBAD By:. (signature) Matt (Hall, Mayor Sister RayMonda DuVall, Executive DirectorDate:. (Name/Title) ATTEST: By: (signature) (Name/Title) Date: Lorraine M. Wood, City Clerk ^^ fcjT'T. rr C- o (Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. 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.) (If signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument). APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: Assistant City Attorney CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of J^V ^QlBQd } On IJ! . SblO before me, Lj &6^M(^ /I. feggQ*-. HdTM/ PofjO'c Date Here Insert Name and Title of the Officer personally appeared _ Name(s) of Signer(s) fJlLII. who proved to me on the basis of satisfactory evidence to be the personj^g^ whose name(8)r is/afe'subscribed to the within instrument and acknowledged to me that >6/she/tJpef executed the same in>fe/her/th€tf authorized capacity(i€^), and that byiiiS/her/tbeir signature(«r) on the instrument the person^), or the entity upon behalf of which the personj;;^) 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. Place Notary Seal Above WITNESS my hand and official seal. Signature OPTIONAL - Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Number of Pages: Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., RO. Box 2402 • Chatsworth, CA 91313-2402• www.NationalNotary.org Item #5907 Reorder:CallToll-Free 1 -800-876-6827 EXHIBIT "B" CATHOLIC CHARITIES Octobers, 2012 Revised La Posada Disbursement Schedule City of Carlsbad July 2012 to August 2013 Administration Totals SR2 Construction Payment Schedule City of Carlsbad Payment Schedule City of Carlsbad Paid Catholic Charities Payment Schedule Catholic Charities Paid Jul-12 $33,122 $33,122 $33,122 $0 Aug-12 $134,007 $21,278 $21,278 $112,729 $112,729 Sep-12 $150,385 $0 $0 $150,385 $150,385 Oct-12 $236,332 $0 $0 $236,332 $236,332 Nov-12 $548,000 $548,000 $0 Dec-12 $420,655 $420,655 $0 Jan-13 $55,650 $55,650 $0 Feb-13 $111,805 $111,805 $0 Mar-13 $215,000 $215,000 $0 Apr-13 $340,000 $340,000 $0 May-13 $240,000 $240,000 $0 Jun-13 $120,000 $14,490 $105,510 Jul-13 $65,000 $0 $65,000 Aug-13 $30,000 $0 $30,000 $2,699,955 $2,000,000 $54,400 $699,955 $499,445 ^1 Catholic Charities Diocese of San Diego 349 Cedar Street, San Diego, California 92101-3197 • Tel. (619) 231-2828 • Fax (619) 234-7002 Member Agency of United Way • Member Agency of Catholic Charities USA Activity Activity Orig Early Esly Total 3017 1 2013 Activity Activity Orig Early Esly Total JUN JUL 1 AUG 1 SEP 1 OCT 1 NOV 1 DEC 1 JAN 1 FEB 1 MAR APR 1 MAY 1 JUN 1 JUL 1 AUG 1 10 DMcrlption Dur Start Finish Float 18 25 ,J .9 .IK ,M .Ml « ,11 ,30 ,77 a ,10 ,17 ,74 ,1 * ,1S ,77 ,79 ,5 ,17 ,19 36 ,3 ,10 ,17 24 31 ,7 ,14 21 28 4 ,11 ,18 25 4 ,11 .18 25 1 a AS 32 3a e .13 20 27 .3 .10 .17 34 ,1 * ,15 22 .29 .5 ,12 ,19 26 D1-3035 U«3 PIbg at Restrooms 5 15AUG12 21AUG12 0 inu/G PIbg at Restrooms D1-3045 San<IAm@S0G 3 22AUG12 24AUG12 0 BSand/VB@SOG D1-3050 FFiPSOG 3 27AUG12 23AUG12 0 HFRPSOG Dl-3055 Layout Framing 1 30AUG12 30AUG12 0 iLayout Framing D1-3060 Frame Walls 10 31AUG12 14SEP12 0 IWtlWiliHFrMne Walls Dl-3065 Start MEP Rough - Stmcture 4 13SEP12 18SeP12 0 ^Bstart MEP Rough - Structure 01-3070 Sheath Exterior/Shear Walls 5 14SEP12 20SEP12 0 MIShaath ExtariorlShear Walls D1-3075 Set/Frame Roof Trusses 5 20SEP12 26SEP12 0 SffiSet/Frame Roof Trusses D1-3080 Complete Framing 5 25SEP12 01OCT12 0 DaaComplate Framing 01-3085 Complete fCP Rough - Structure 3 27SEP12 010CT12 0 ffl Complete MEP Rough - Stfucturv D1-3090 Roof Sheathing 5 02OCT12 08OCT12 0 WBRoof Sheathing Roof 01-3095 Skyllghte 4 09OCT12 120CT12 17 OSkylights D1-3100 Pre-Roof Flashing/Gutter 5 09OCT12 150CT12 C ^aiPra-Roof Flashing/Gutter 01-3105 Felt at Roof 5 110CT12 170CT12 0 ^BFsltatRoof D1-3110 Load Roof With Tile 1 180CT12 180CT12 0 •Load Roof WHh Tile Dl-3115 aay Tile At Roof 7 190CT12 290CT12 13 1 iCIay Tile At Roof D1-3120 Post Roof Flashing 2 30OCT12 310CT12 13 •Post Roof Rashing Exterior D1-3125 Scaffold building 1 09OCT12 090CT12 4 DScaffold building D1-3130 -SM Flashing at Rastered Areas 5 10OCT12 160CT12 4 (ESSM Flashing at Plastered Areas D1-3135 Set Windows 3 190CT12 230CT12 0 BSetWindotn 01-3140 Wraps Lath Bdg 7 240CT12 01NOV12 0 ^MWrap8,LathBldg ', 01-3145 Louvers 2 310CT12 01NOV12 0 iLouvars D1-3150 Scratch 8, Brown - Exterior 4 02NOV12 07NOV12 0 , BttBScratch 8, Brown - Exterior D1-3151 Cure Plaster - Exterior 10 08NOV12 21NOV12 0 HIHlilllCure Plaster - Exterior 01-3152 Finish Coat Plaster - Extenor 3 26NOV12 28NOV12 0 Bl Fllnish Coal Plaster - ^erior D1-315S Remove Scaffold 1 29NOV12 29NOV12 0 •Remove Scaffold 01-3160 Set Exterior Lighting 2 30t*3V12 03OEC12 19 OSat Exterior UgMiag Rough-In Ovottieacf 01-3165 Roof Insulation 2 09OCT12 10OCT12 0 BRoof Insulation D1-3185 FAUl&2Dorml 2 110CT12 120CT12 5 •FAU18,2Dorm1 01-3190 EF-3 at Domi 1 RR 2 110CT12 120CT12 5 EDeF-3atDomi1RR 01-3170 OHOuctinAttic 5 110CT12 170CT12 0 ^•OHOuctinAttic 01-3175 Smotte Detectors @ Ductworit 2 180CT12 190CT12 8 OSmoke Detectors @ Ouctwofk D1-3180 OHFS 4| 180CT12 230CT12 0 ffiOHFS 01-3195 OH PIbg 4 240CT12 290CT12 0 nOHPIbg D1-3200 OH Electrical 4 240CT12 290CT12 0 8B0H Electrical Rough-In Walls D1-3205 Frame Walls 8, Ceilings 4 10OCT12 150CT12 5 CniFfame Wiills & Ceilings D1-3210 HM Ooor Frsines 2 160CT12 170CT12 8 •HM Door Frames 01-3215 Rough Electrical in Walls 3 160CT12 180CT12 7 •Rough Electrical In Walls D1-3220 Rough PIbg in Walls 5 160CT12 220CT12 5 E:iI3Rough PIbg In Walls D1-3225 Wall Insulation 2 30OCT12 310CT12 0 •WklMnsulation 01-3240 Hang Drywall Walls & Ceilings 5 01NOV12 07NOV12 0 BBHwg Diywall WUIs & Callings 01-3245 Tape 8, Finish Walls & Ceilings 8 08NCV12 19NOV12 0 HHTaps 8. Finish WMIs a, Ceilings Rnishes 01-3250 Pant Walls & Ceilings 5 20f*3V12 28NOV12 0 •BBPalnt Walls&Calllngs 01-3255 Ceramic Tile Walls & Floors 10 28NOV12 11DEC12 0 IWIillill Ceramic Tile Walls * Floors 01-3265 Install HMfWood doors 2 29NOV12 30NOV12 18 •install HlWWood doors 01-3275 Ceiling Fans @ Ceiling 2 29MOV12 30NOV12 20 •Celling Fans@Caillng D1-3285 Interior Signage 2 29I*3V12 30NCIV12 20 •interior Signage D1-3290 Fire Extinguishers 2 29t*DV12 30NOV12 20 •Fire Extinguishers 01-3280 Light Fixtures @ Ceiling 3 29NOV12 03OEC12 14 Ought Fixtures @ Calling D1-3270 Hardware 2 03DeC12 0406012 18 •Harxlware 01-3295 FSTrim 2 1206012 130EC12 6 DFSTrim D1-3300 HVAC Trim 2 12DEC12 130EC12 6 • HVAC Trim 01-3305 FA Trim 2 1206012 130EC12 6 •FA Trim 01-3306 Elect Trim 2 12DEC12 13DEC12 6 •Beet Trim D1-3310 Finish PIbg 8 12DEC12 210EC12 0 ^^FinishPlbg 01-3315 Toilel Partitions 2 240EC12 260eC12 1 •Toilel Partitions D1-3260X Stained Concrete Floors 5 24DEC12 31DEC12 0 BBSOi Stained Concrete Roors D1-3320 Talet Accessories 2 27DEC12 280EC12 1 •Toilet Accessories Electrical Room 01-3325 Set Power/Light Panels 2 08NCIV12 09NOV12 27 •Set PowerfUght Panels 01-3330 Connect to HigNine Elect Power 5 08NOV12 14N0V12 27 L_JConnect to Highline Beet Poweir 01-3335 Pull Branch Wire 3 12NOV12 14N0V12 34 • Pull Brandi Wire EXHIBIT "C" W«««i«a> %Maaim* M aa at it M if a Gla at ai * .« -f » a .if at at .r .«« ai ji .4 .« .w a» 4 ilUlt « it, « i« ai Jl » iSjg 9NiMt u»«i»OKti-mM»riia>iw UOS8«W«tCWi« mw» OWW«>««f BMW SUfl-WO 0«>i>a»Mto»4»iitiw««IUII>«lw(Blgat aH%m OonmtiCeunlartc^aeeQ Esaiw eiiminii nwi III ^••o DMOB ExwFIgs Ol-aoao FHPFjgt U6BWN«aliBBI» Ehweta|taibilW( aiM(M> lusm HiBHHHHnHIIBMHBHHHHHHHHHHi ^•at'Ms tar MM l»»l1e«» MMS aiM(M> lusm HiBHHHHnHIIBMHBHHHHHHHHHHi ^•at'Ms tar MM l»»l1e«» MMS ftiiTj^fi aiM(M> lusm HiBHHHHnHIIBMHBHHHHHHHHHHi ^•at'Ms tar MM l»»l1e«» MMS aiM(M> lusm MM l»»l1e«» MMS aiM(M> lusm MM l»»l1e«» MMS aiM(M> lusm MM l»»l1e«» MMS EXHIBIT "C" Activity Description Terminate at Panels Power Available at Oorm 1 D1-3350 PuHFeederWireFromMSAtoLDl D1-3380 Switchover to Permanerrt Power Eariy Stvt Dl-3360 Hvac Controls Dl-3365 Control Wiring 01-3376 01-3377 Fire Marshal Approval Develop Punch Perforin Punch Complete Phase 1 20OeC12 260EC12 mnlngt Kltchm FouiKlations & Structure K-3035 K-3040 U/G Hbg at RestroonVKKchen -U/G Electrical in Bldg Set Steel HSS Columns Sand/VB@S0G Start MEP Rough - Stmcture Sheath Exierior/Shear Walls Set/Frame Roof Tmsses Complete Framing (Ind Bell Twr) Complete MEP Rough - Stmcture EF-1 at Kitchen Roof Pre-Roof FlasWng/Gulter Rigid Insulation & Sheathing Load Roof With Tile Single Ry Roofing at Bell Tcwer Post Roof Flashing JUN I AUG SEP NOV DEC 2 ,9 ,16 23 30 ,6 ,13 20 27 3 ,10 ,17 ,24 ,1 S ,15 22 29 a ,12 .19 26 3 ilO 17 ,24 i?1 i7 APR JUL M A ,11 ,18 25 4 ,11 ,18 25 ,1 ,15 22 29 « ,13 20 27 3 ilO 17 24 |1 » 15 ffl |29 |5 AUG 12 19 i» •Terminate at Panels ^Power Available at Oorm 1 •Pull Feeder Wire From MSA to L01 #Swttchover to Permanent Power ED Hvac Controls •Control Wiring L-—I Commissioning OFire Marshal Approval Develop Punch Bdia Perform Punch ^Complete Phase 1 Ftg* SU/G PIbg at Restroom/Kltchen millG Sectrical in Bldg BSet Steel HSS Columns raSand«VB@SOG SFRPSOG iLayout Framing t MEP Rough • Structure MShaath ExteriorfShev Walls BSet/Frame Roof Trusses ^SOmplele Framing (Ind Bell T*n) BComplste MEP Rough - Structure ^Sheathing •EF-1 at Kitchen Roof dZlPie-Roof RasMng/Gutter CDRIgId Insulation & Sheathing I iF-lr at Roof DLoad Roof With Tile •Single Ply Roofing at Bell Tower Clay Tile Al Roof •Post Roof Rashing: K-3105 K-3110 SM Flashing at Plastered Areas Scratch & Brwm - Exterior Cure Plaster - Exterior Finish Coat Plaster - Exterior Remove Scafkild FRP Mech Eqpt Pads @ West Exterior Decorative Mosaic at Bell Tower HP 1 -3 @ Dining/Kilchen 05DEC12 07DEC12 Rough-In Overhead K-4030 K-3145 K-3160 K-4035 K-3170 K-3175 FC-1-3 @ Diriing/Kitchen Refrigerant Rping @ Kitchen Smoke Detectors @ Ductworit Exhaust hood (others) OH Hbg OH Electrical 05OCT12 05OCT12 08OCT12 09OCT12 150CT12 160CT12 •Scaffold building F~~ISM Flashing at Plastered Areas CZZISet Windows CmWrap 8, Lath Bldg •Louvers ••Scratch & Brown - Exterior ' iriim Plaster - Exterior •Finish Coat Plaster - Exterior •Remove Scaffold •FRP Mech Eqpt Pads @ West Exterior OOecorathra Mosaic at Bell Tower C3HP1-3 @ Dining/Kitchen BROO4 Insulation •EF-2 at Dining RR OFC-1-3 @ Dining/Kitchen IM OH Duct •Refrigerant Piping @ Kitchen CD Smoke Detectora @ Ouctworli CD Exhaust hood (others) ^OHPIbg ^POH Bectrical K-3ieo K-3185 Frame Walls & Ceilings HM Door Frames Rough Bectrical in Walts Rough PIbg in Walls 04OCT12 10OCT12 09OCT12 110CT12 ••Frame Walls&Celllngs •HM Door Frames • Rough Bectrical in Walls dDRough PIbg In Walls Sheet 3 of 7 Activity Description Hang Orywail Walts & Ceilings Tape 8, Finish Walls 8, Ceilings Eisly Rnish 2 ,9 '^18 23 30 ,6 ,13°.20 27' 3 ,1o'~i7 ,24 1 » Ts 22 29 ,5 ,12~".19 26 3 10 ,17 24 31 ,7 ,14 21 28 4 ,11 18 25 4 ,11 ,18 25 1 S ,15 22 29 ,6 ,13 20 27 3 .10 17 24 1 » 15 22 ,29 i5 12 19 2S OCT NOV .QEC. BWMI Insulation ^aHang Drywall Walla A Ceilings BSnT^ & FInith Walls 8. Ceilings K-4025 PIbg Eqpt @ Water Heater Rm K-3225 Paint Walls* Ceilings K-3240 K-3250 K-3260 K-3265 K-4070 K-4075 K-3230 K-4095 Install HMfWood doors Ceiling Fans @ Getting Air Curtain (Others) Light Fixtures @ Ceiling Install Cooler (Others) Interior Signage Fire ExlinguisiTers Floating Slab at Coolers (Others) MEP In Grid Ceiling Quarry Tile at Coolers Ceramic/Quarry Tile Wails & Roors Wire Shelving in Cooler (ahers) Dry Storage Shelving (Ottiefs) Mllworit @ Buflial & Dining 116 Kitctieri Appliances/FLm (Others) K-4100 Kitchen Eqpt (Others) Stained Concrete Floors Electrical Room K-3300 Set Power/Light Panels K-3310 Pull Branch Wire Terminate at Panels Arrange for Temp Pcwer Power Available at KitcherVOining Pull Feeder Wire From MSA to LD3 Switchover to Permanent Pcwer K-3335 Hvac Controls K-3340 Control Wiring K-3345 Commissioning Phase 2 - Dormitojy 2 Site Wbric for Phase 2 Site Pr^?iration D2-3380 Move Out of Trailers 5 15JAN13 21JAN13 0 D2-3000 MEP Safe OfTs 3 22JAN13 24JAN13 0 02-3005 Demolition 5 2SJAN13 31JAN13 0 02-3010 Oear & Gmb Site 3 01FEB13 05FEB13 0 02-3015 Grading - Ptiase 2 7 06FEB13 14FEB13 0 02-3020 Certify Bldg Pad - Oorm 2 1 15FEB13 15FEB13 0 Utilities SW1-025 U/G Water - Courtyard 3 15FEB13 19FEB13 47 SW2-010 U/G Fire Service to Dorm 2 3 15FEB13 19FEB13 54 SW2-060 Excv Set U/G Cistern * Baddill 3 15FEB13 19FEB13 1 SW1-065 U/G Fire Service to Dining - Ctyd 5 15FEB13 21FEB13 47 SW1-036 U/G Bectrical in Ctyd to LD3/LD1 2 20FEB13 21FEB13 70 SW1-060 U/G Fire Service to Dorm 1 5 22FEB13 2eFEB13 47 •PIbg Eqpt @ Water Healer Rm EBPaint Walls & Ceilings • Install HM/Wood doors •Celling Fans @ Ceiling BFIV* Panels •Air Curtain (Others) ••Ught Fixtures @ Ceiling ••install Cooler (Others) •Hardwara BGrid Calling •interior Signage • Fire Extinguishers • Floating Slab at Coolers (Others) BMEP In Grid Celling •DOuarry Tile at Coolers QOrop Ceiling Tiles SBEBBCersnic/Quarry Tile Walls 8, ROOTS •Wire Shehring In Cooler (Others) OFSTrim OHVACTrim (•FA Trim OEIedTrim CDOry Storage Shelving (Others) ••Millworit @ Buffet & Dining 116 MBBInnlsh PIbg •Kltchsri Appllances/Fum (Others) •J Kitchen Eqpt (Others) HBB Stained Concrete Roora OSet PoweffUght Panels •Pull Branch wire OTerminate at Panels ^Arrange f^ Temp Power ^Power Available at Kitchen/Dining •Pull Feeder Wire From MSAto L03 ^Svritchover to Permanent Power •Hvac Controls •DConttDl Wiring •Commissioning BiofBteivtion Systein 3 SW2-076 SW2-080 SW2-0e5 Excv. FRP BMP3 Slab FRP BMP3 Walls BMP3 \Mt/Grate Perforated Stonn Drain in BMPS Gravel & Soil @BMP3 Move Out of Trailers BMEP Safe OfTs IHI Demolition ^Clear&GnibSlte iing ^ Phase 2 •Certify Bldg Pad - Dorm 2 •DU/G Water - Courtyard CD U/G Fire Service to Dorm 2 CDEXCV, Set U/G Cistern & Backfill CIDUIG Fire Sanrlce to Dining - Ctyd OUIG Electrical In Ctyd to L03/L01 ' Hi/rs Fire Service to Oorm 1 CDEXCV, FRP BMP3 Slab: •FRP BMP3 Walls ; DBMPS Vault/Grate OPerforated Storm iOrain in BMP3 •(^el&Soll@BMP3 Activity Description Eviy Hnlsh |Float|g 2 ,9 ,16 23 30 .6 13 20 27 3 .10 ,17 ,24 1 J 15 22 29 ,5 12 ,19 26 3 ,10 17 24 31 ,7 ,14 21 28 4 ,11 IB ,25 4 11 18 25 1 6 15 i22 29 it 13 i2Q g7, i3—iW 17 24 1 it 15 |22 29 i5—12 19 26 Bioretention System 5 & 6 SW2-030 Excv. FRP BMP5/6 Slab FRP BMPae Walls BMP&6\^t/Grate Perforated Stem Drain in BMP5/6 SW2-050 Gravel & Soil Ig BMP5/6 SW2-055 Storm Drain System a/L South Side Bioretention System 7 & 8 SW1-160 Excv. FRP BMP7/8 Slab 3 27MAR13 29MAR13 49 SW1-165 FRP BMP7/8 Walls 4 01APR13 04APR13 49 SW1-170 BMP7/8 VfeKJt/Grate 2 05APR13 08APR13 49 SW1-175 Perforated Storm Drain in BMP7/8 1 09APR13 09APR13 49 SWl-180 Gravel8,Soil(8BMP7/8 1 10APR13 10APR13 49 SW1-185 Complete Storm Drain System at West Side 3 11APR13 15APR13 49 SW1-070 Exai. FRP RWC Figs 3 19APR13 23APR13 11 SWl-075 CMUgRWC 3 24APR13 26APR13 11 SWl-095 Excv. FRP RW Figs - Entry Path 3 24APR13 26APR13 11 SWl-100 ClAJFiWlg Entry Path 3 29APR13 01MAY13 11 SW2-150 Excv.FRPRWAFtgs 3 29APR13 01MAY13 11 SW1-106 Waterproof RW - Entry Path 1 02MAY13 02MAY13 36 SW2-130 Excv, FRP RWBFtgs 4 02MAY13 07MAY13 11 SW2-155 CMU@RWA 4 02MAY13 07MAY13 11 SW2-135 CMU@RWB 5 08MAY13 14MAY13 11 SW2-200 BacklitWVaterproof RW B 3 15MAY13 17MAY13 11 SW2-065 Storm Drain System at East Side 3 20MAY13 22MAY13 11 Decorative Fences SW1-080 Decorative Framing @ RW C SW1-085 Foam @ Decorative Walt C Decorative framing/Foam @ RW B SW2-145 Plaster Ig Decorative Walls RWB SWl-090 Gate at Decorative Wall Trash Enclosure SW1-280 Excv. FRP Trash Enclosure FIg/SOG SW1-28S CMU m Trash Enclosure SW1-290 FraneS Finish Wood Trellis ©Trash Enclosure SWl-295 Trash Enctosure Steel gate! SW2-205 Inrigalion Sleeves @ Ctyd SW2-105 FRP Figs 8 Stairs Adj lo Domi 2 FRP Ramp & Stair Walls In Courtyard FRP Qrcular Walls at Plaza Stage Complete Concrete Flatworic @ Courtyard SW2-125 Paver System SW2-110 Set Precast Fountain & Hookup Site Finish West Side SW1-300 Fine grade for Curt)s/Pkg Lot 3 07MAY13 09MAY13 34 SW1-305 FRP Concrete Curijs 2 10MAY13 13MAY13 35 SW1-310 Chan Link Fence @ West - Ptiase 1 3 10MAY13 14MAY13 44 SW1-316 Excv, FRP Ught Pole Ftg 3 10MAY13 14IVIAY13 36 SW1-320 U/G Site Lighting 3 10MAY13 14MAY13 34 SW1-330 Set Light Pole 1 15MAY13 15MAY13 36 SWl-335 FRP Concrete Paving at West Paridng/Entry F^amp 3 15MAY13 17MAY13 34 SW1-340 Paving al West Parking 2 20MAY13 21MAY13 34 SW1-350 Striping @ West Parking 2 22MAY13 23MW13 34 SW1-355 Handrails 3 22MAY13 24IW0,Y13 36 SWl-360 Site Furnishings - Bike Rack 2 24MAY13 28MAY13 35 SW1-365 WlTeelstops 2 24MAY13 28MAY13 35 SWl-370 Site Signage 3 24MAY13 29MAY13 34 Site Finish East Side SW2-160 Fine grade for Curts/Fire Road 3 23MAY13 28MAY13 11 SW2-165 FRP Concrete Curb 2 29MAY13 30MAY13 11 SW2-180 Grassaete at Fire Road 2 31MAY13 03JUN13 26 SW2-170 Chain Link Fence S. gate - Phase 2 5 31MAY13 06JUN13 28 SW2-185 Striping @ Rre Road 2 04JUN13 05JUN13 26 SW2-190 Site Signage 3 06JUN13 10JUN13 26 SW2-175 Inigation (Entire Site) 15 17JUN13 08JUL13 0 JUN I _CEC. JUN CZDExiv, FRP BMP5W Slab ••iFRPBMPSffi Walls •BMPSWV^ItfGrate •Perforated Stoim Drain In BMP5/6 •Gravel & Soli @ BMPS/6 ••storm Drain System at South Side •Excv. FRP 8MP7/8 Slab {•FRPBMP7/8Walte i CDBMPTTSVauK/Grate OPeilbrated Storm Drain in BMP7n; SGravel8,SolI@BMP7f8 CDCompleteStorm Drain System at West Side CDExcv, FRP RW C Ftgs •CMU @ RWC •Excv, FRP RW Ftgs • Entry Path aCMU RW @ Entry Path •Excv, FRP RWAFt^ Q Waterproof imr - Entry Path ••Excv.FRPRWAFtgs ••CMU@RWA ' CIDCMU@RWB •Backflll/Wateipfoof RW B •storm Drain System at East Side •Decorative Framing @ RW C [••Foam @Dacanilive Wall C •Oocorative framlnglFoam @ RW B •DPIaalar @ Dscsrativs Wails RW B •Gate at DecoraUve Wall •Excv, FRP Trash Enclosure Rg/SOG •DCMU @ Trash Eiidosure •Frame & Finish Wood Trellis @Trash Enclosure CDTrash Endqsure Steel gates •lirigation Slawss @ Ctyd ••FRP Ftgs 8. Stairs Adj to Donn 2 CZDFRP Ramp 8, StairWidls in Courtyard '• CD FRP Circular Walls at Plaza Stage ^^SSComplete CrxKrste Flatwork @ Courtyard ] •!• Paver System ••Set Precast Fountain 8, Hookup •Rne grade for Curtn/Pkg Lot CD FRP Concrsts Curtis •DChain Unk:Fsnce @ West - Phase 1 I I Excv. FRP Ught Pole Ftg CDWG Site Ughting DSel Ught Pole • FRP Concrete Paving at VVestPartdng/Entry Ramp •Paving at West Partdng •striping @WastParUng •Handrails CDSHe Furnishings - Bike Rack CDWheelstops •D Site Signage ••Fine grade for CurtislFIre Road • FRP Concrete Curb OGrasscrale at Rra Road •ZDChaln UnkFence8.gats-Phase2 •striping @ Fire Road ••Site Signage Activity Description SW2-195 Landscaping (Entire Site) Eariy Rnish Fwmwoitwr's Donn 2 D2-3025 Excv 02-3030 FRP Ftgs 02-3035 D2-3045 Set Steel HSS Columns U/G Electrical in Bldg U/G PIbg at Restrooms SandA«@S0G Start MEP Rough - Structure Sheath Exterior/Shear Walls Set/Frame Roof Trusses Complete Framing 02-3085 Complete MEP Rough - Stmcture D2-3090 Roof Sheathing Roof 0SMAR13 05MAR13 07MAR13^ 11MAR13 D2-3095 Skylights D2-3100 Pre-Roof FlasNng/Gutter Load Roof With Tile 02-3115 Day Tile At Roof 02-3120 Post Roof Flashing 1 IDG 1 SEP I OCT I NOV I DEC I -IAN I FFB I MAR I APR T MAY I JUN I JUL I AUO ~ ,9 16 23 3b f ,?3 .20 27 3 10 ,17 24 !l J 15 22 29 ,5 ,12 19 26 ' 3 10 17 24 J.1 ,7 21 28 4 ,11 16 25 4 11 18 25 1 « 15 22 29 |6 13 20 27 |3 Id 17 24 1 J ,15 22 29 |5 12 193^ i Landscaping (Entire SKe) SExcviFtgs •Set Steel HSS C<^umns •u/G Bectrical H Bldg ^ U/G PIbg at Nestrooms BSandA«^SOG UFRPSOG iLayoutjFramlng iastart MEP Rough - Stmcture [HHilsheath Exterior/Shear WMU SetiFrame Roof Trusses ^•Complete Framing BComplete MEP Rough - Structure MRoof Sheathing CDSkyllghts ^Pre-Roof Flashing/Gutter tat Roof •toad Roof With Tile ••Delay TileiAt Roof •Post Roof Flashing 02-3125 Scaffold building 02-3130 SM Flashing at Plastered Areas Wrap & Lath Bldg Scratch & Brown - Exterior Cure Plaster - Exlerkx Finish Coat Plaster - Exterkx- 02-3155 Remove Scaffold 02-3160 Set Exterior Lighting Rough-in Oveitiead D2-3165 Roof Insulation 02-3185 FAU3&4Donn2 02-3175 02-3180 EF-4atDomi2RR HP 4 @ Dorm 2 Office FC-4 @ Oomn 2 Offk:e OH Duct in Attic Refrigerant Rping @ Dorm 2 crffices Smoke Detectors @ Ductwori* OHFS OHRbg D2-3200 OH ElecHcal 02-3205 D2-3210 Frame Walls & Ceiiings HM Door Frames Rough Bectrical in Walls Rough PIbg in Walls Wail insulation Hang Drywalt Walls & Ceilings Tape & Finish Walls & Ceilings 29APR13 06MAY13 07MAY13 10IV1AY13 31MAY13 12JUN13 •Scaffold building ••SM Rashing at Plastered Areas ^aSetlMndoWs iEBWrapS Lath Bldg BLouvers BBScratch & Brown - Exterior ^SS^Cure Plaster - Exterior BRnish Coal Plaster - Exterior BRemove Scaffold •Set Exterior Ughting BRoof Insulation •FAU3 8,4Dorm2 •?-4atDonii2RR •HP 4 @ Dorm 2 Office •FC-4@Doim2 0rnca HSaoHDuctlnAttlci •Rsfrigacant Piping@Dorm 2 ofTices •Smoke Detectora @ Ductwork aOHFS SOHPIbg BOH Electrical •DFrame Walls & Ceiiings •HMDoorFlamn ORough Bectrical In Walls •DRough PIbg Ili Walls ^Wall Insulation g Drywall Walls 8. Ceilings e & Finish Walls & Ceilings 02-3415 D2-3280 Paint Wails & Ceilings Ceramic Tile Walls & Roors Install HMWood doors Ceiling Fans @ Ceiling Fire Extinguishers Grid Ceiling Light Fixtures @ Ceiling Hardware MEP In GrW Ceiling Paint Walls 8, Ceilings ^B^BCeramlc Tile Walls 8, Roors •install HM/Wood doors •Celling Fans @ CMIing • Interior Signage • Fire Extinguishers •Grid Celling CDUght Rxtures @ Ceiling •Hardware •MB> In Grid Ceiling 02-3305 02-3306 Activity Description Casework© Dorm 2 FA Trim Elect Trim Stained C^orxrete Fkxxs D2-3315 Toilet Partitions 02-3320 Talet/Vxessories 02JUL13 02JUL13 02JUL13 12JUL13 16JUL13 E«1y Rnlsh i9 It 23 M ^ 13 20 27 3 ,10 17 ,24 1 15 22 29 i5 12 19 26 3 10 17 24 31 ,7 14 21 28 4 ,11 18 ,25 4 ,11 JUL AUG _|1 » IS 32 33 ,5 12 ,19 26 CD Casework @ Dorm 2 QOtiop Celling Tiles QFSTrim •HVAC Trim DFATrim •ElKtTrim ^^ra Finish PIbg I i.Slained Concrete Roors @Tollet Partitions SToMet Accessories Electrical Room 02-3325 Set Power/Light Panels 2 03JUN13 04JUN13 29 D2-3435 Set MSA 2 03JUN13 04JUN13 32 02-3440 Terminate Feeders @ MSA 1 05JUN13 06JUN13 33 02-3445 Energize Permanent Power 0 05JUN13 33 D2-3350 Pull Feeder Wire From Primary Source 2 05JUN13 06JUN13 32 02-3335 PUI Branch Wire 3 05JUN13 07JUN13 29 02-3340 Terminate at Panels 2 10JUN13 11JUN13 29 02-3345 Power Available at Dorm 2 0 11JUN13 29 02-3360 Hvac Controls 2 05JUL13 08JUL13 8 02-3365 Control Wiring 3 09JUL13 11JUL13 8 D2-3370 Commissioning 5 12JUL13 18JUL13 8 02-3375 Fire Marshal Approval 1 19JUL13 19JUL13 8 0 02-3376 Devetop Punch List 5 18JUL13 24JUL13 8 0 D2-3377 Peribrm Punch List 5 25JUL13 31JUL13 0 D2-3379 Complete Phase 2 0 31JUL13 0 ; QSet Poweinjght Panels ; OSetMSA ; DTetmlnateFeedan@MSA ' #Energl2e Permanent Power • Pull Feeder Wire From Primary Source •Pull Branch Wire •Terminate atiPanals # Power Available at Dorm 2 OHvac Controls •Control Wiring ••Commissioning GFIre Mvshal Approval KBDevelop Punch Ust BBS Perform Punch Ust ^Complete Phase 2 NOTICE TO BORROWER: THIS NOTE IS NOT ASSUMABLE PROMISSORY NOTE Secured by Deed of Trust $2,000,000 Carlsbad, Califomia <^ 3 ,20 FOR VALUE RECEIVED, the undersigned Catholic Charities Diocese of San Diego ("Borrower") promises to pay to the City of Carlsbad, a municipal corporation ("City"), at the Community & Economic Development Department, 1635 Faraday Avenue, Carlsbad, Califomia 92008-7314, or such other place as the City may designate in writing, the principal sum of Two Million Dollars (2,000,000) pursuant to the Funding Agreement dated Qcf. <^OlSL by and between Borrower and the City ("Funding Agreement"). 1. Purpose of Loan. Borrower is improving the real property more particularly described in Exhibit A to the Deed of Tmst located at 2476-2478 Impala Drive in the City of Carlsbad ("Property"). 2. Definitions. The terms set forth in this section shall have the following meanings in this Note. a. "First Mortgage" shall mean the promissory note and deed of tmst evidencing and securing the first mortgage loan for the Property. b. "Property" shall mean the land and improvements thereon encumbered by the deed of tmst executed in connection with this Note. c. "Transfer" shall mean any sale, assignment or transfer, voluntary or involuntary, of any interest in the Property, including, but not limited to, a fee simple interest, a joint tenancy interest, tenancy in common interest, a life estate, a leasehold interest, or an interest evidenced by a land contract by which possession of the Property is transferred and the Borrower retains title. 3. Term. The Term of this Note shall mean the period commencing on the date of this Note and expiring on the date twenty (20) years after the City issues the Certificate of Occupancy for the improvements (the "Term"). 4. Repavment. The total amount of the principal amortized pursuant to Section 5 and owed under this Note shall immediately become due and payable (i) in the event of a default by the Borrower under this Note the Deed of Tmst, or the First Mortgage, (ii) on the date 144\105\442066.1 Transfer is made whether voluntarily, involuntarily, or by operation of law and whether by deed, contract of sale, gift, devise, bequest or otherwise; or (iii) in the event Borrower ceases to operate the improvements as a farm worker housing facility or any other use approved by the City Council pursuant to the provisions of the Regulatory Agreement. Failure to declare such amounts due shall not constitute a waiver on the part of the City to declare them due in the event of a subsequent Transfer. 5. Amortization. The amount of principal owed under this Note shall be amortized over a twenty (20) year period, at a rate of 1/20^^ per fijll year the improvements are operated as a farm worker housing facility or any other use approved by the City Council pursuant to the provisions of the Regulatory Agreement, beginning upon the date the final certificate of occupancy is issued by the City for the completed project. The total amount of principal owed under this Note shall become forgivable after twenty (20) fiall years that the improvements are operated as a farm worker housing facility or any other use approved by the City Council pursuant to the provisions of the Regulatory Agreement. 6. Late Pavment Fees. If any payment due hereunder is not paid within five (5) days from the date such becomes due, Borrower shall pay a reasonable late or collection charge equal to five percent (5%) of the amount so unpaid. The City and Borrower agree that the actual damages and costs sustained by the City due to the failure to make timely payments would be extremely difficult to measure and that the charges specified in this paragraph represent a reasonable estimate by Borrower and the City of a fair average compensation for such damages and costs. Such charges shall be paid by Borrower without prejudice to the right of the City to collect any other amounts provided to be paid under this Note or the Deed of Tmst or, with respect to late payments, to declare a default. 7. Maintenance; Taxes: Insurance. Borrower shall maintain the Property in good repair and in a neat, clean and orderly condition. Borrower shall promptly pay all property taxes due on the Property prior to any delinquency and shall comply with the insurance requirements set forth in the Deed of Tmst and Funding Agreement. 8. Refinance of First Mortgage Loan. The outstanding principal on this Note shall not be due upon refinance of the First Mortgage, and the Deed of Tmst shall be subordinated to the refinanced loan, provided that (i) such refinancing is approved by the City, (ii) the amount refinanced does not exceed the outstanding principal balance of the First Mortgage at the time of refinance plus reasonable costs of refinance, and (iii) the refinance does not result in higher monthly payments on the First Mortgage Loan than were due prior to the refinance. 9. Default. a. The Borrower shall be in default under this Note if he or she is in default under the First Mortgage following the expiration of First Mortgage cure periods, or if, after the notice and cure period provided by the City to the Borrower pursuant to the notice and cure provisions of the Deed of Tmst, the Borrower (i) fails to pay any money when due under this Note; (ii) breaches any representation or covenant made in this Note, the Funding Agreement or 144\105\442066.1 Regulatory Agreement in any material respect; or (iii) breaches any provision of the Deed of Tmst. b. Upon the Borrower's breach of any covenant or agreement of the Borrower in this Note, or the Deed of Tmst, including, but not limited to, the covenants to pay, when due, any sums secured by the Deed of Tmst, the City, prior to acceleration, will send, in the manner set forth in Section 14, notice to the Borrower specifying: (1) the breach; (2) if the breach is curable, the action required to cure such breach; (3) a date, not less than thirty (30) days from the date the notice is effective, by which such breach, if curable, is to be cured and (4) if the breach is curable, that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by the Deed of Tmst and foreclosure by the City. The notice will also inform the Borrower of the Borrower's right to reinstate after acceleration and the right to bring a court action to assert the nonexistence of default or any other defense of the Borrower to acceleration and sale. 10. Acceleration. Upon the occurrence of a default under this Note the Deed of Tmst, or the First Mortgage, the City shall have the right to declare the full amount of the principal amortized pursuant to Section 5 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 this Note and the Deed of Tmst. 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 and interest owed. 11 • No Offset. The Borrower hereby waives any rights of offset it now has or may later have against the City, its successors and assigns, and agrees to make the payments called for in this Note in accordance with the terms of this Note. 12. Waiver; Attomev Fees and Costs. The Borrower and any endorsers or guarantors of this 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 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 Note or agreement to pay the same, and jointly and severally agree to pay all costs of collection when incurred, including reasonable attomey fees. If an action is instituted on this Note, the Borrower promises to pay, in addition to the costs and disbursements allowed by law, such sum as a court may adjudge reasonable as attomeys' fees in such action. 13. No Waiver bv 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. 14. Notices. All notices required in this Note shall be sent by certified mail, retum receipt requested, or express delivery service with a delivery receipt, or personally delivered with 144\105\442066.1 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 refiised, or the date the notice was retumed as undeliverable as follows: To the Borrower: Catholic Charities Diocese of San Diego 349 Cedar Street San Diego, CA 92101-3197 To the City: City of Carlsbad Community & Economic Development Department 1635 Faraday Avenue Carlsbad, CA 92008-7314 Attention: Community & Economic Development 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. 15 • Joint and Several Obligations. This Note is the joint and several obligations of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns. 16. Nonliability for Negligence, Loss, or Damage. Borrower acknowledges, understands and agrees that the relationship between Borrower and the City is solely that of borrower and lender, and that the City does not undertake or assume any responsibility for or duty to Borrower to select, review, inspect, supervise, pass judgment on, or inform Borrower of the quality, adequacy or suitability of the Property or any other matter. The City owes no duty of care to protect Borrower against negligent, faulty, inadequate or defective building or constmction or any condition of the Property and Borrower agrees that neither Borrower, or Borrower's heirs, successors or assigns shall ever claim, have or assert any right or action against the City for any loss, damage or other matter arising out of or resulting from any condition of the Property and will hold the City harmless from any liability, loss or damage for these things. 17. Indemnity. Borrower agrees to defend, indemnify, and hold the City harmless from all losses, damages, liabilities, claims, actions, judgments, costs, expenses and reasonable attomey's fees that the City may incur as a direct or indirect consequence of: a. The making of the loan to Borrower; b. Borrower's failure to perform any obligations as and when required by the Note, the Funding Agreement, or the Deed of Tmst; or c. the failure at any time of any of Borrower's representations to the Seller or the City to be tme and correct. 144\105\442066.1 This provision shall survive the term of this Promissory Note. 18. Termination of Restrictions. Any legal restrictions on conveyance of the Property (as defined in 24 CFR 203.41(a)(3)) included in this Note shall terminate upon transfer of the Property by foreclosure, deed in lieu of foreclosure, or assignment to the Secretary of the United States Department of Housing and Urban Development. 19. Controlling Law. This Note shall be constmed in accordance with and be govemed by the laws of the State of Califomia. 20. Assignment by City. The City may assign its right to receive the proceeds under this Note to any person and upon notice to the Borrower by the City all payments shall be made to the assignee. 21. Invalid Provisions. If any one or more of the provisions contained in this Note shall for any reason be 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 constmed as if such invalid, illegal or unenforceable provision had never been contained in this Note. 22. Entire Agreement. This Note (along with the Funding Agreement, Regulatory Agreement and Deed of Tmst) sets forth the entire understanding and agreement of the City and the Borrower and any amendment, alteration or interpretation of this Note must be in writing signed by both the City and the Borrower. BORROWER Catholic Charities, Diocese of San Diego -^"^^Ji/TL^ 7)UyP (Signature) (Print Name) (Signature) (Print Name) 144\105\442066.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of. On Sm //, ^13 before me, Date Here Insert Name and Title of the Officer personally appeared _ Name(s) of Signer(s) Committioii # IIMIM Oi«9oCoiM|y Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the personfts) whose name^s) is/aae subscribed to the within instrument and acknowledged to me that Wshe/frfey executed the same in1^/her/th€ur authorized capacity(fe^), and that by hi§/her/their signature(^ on the instrument the person^^), or the entity upon behalf of which the person|>) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: • Individual • • • • • • Corporate Officer — Title(s): Partner — • Limited • General Attorney in Fact Trustee Guardian or Conservator Other: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., PO. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1 -800-876-6827