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Hospice of the North Coast; 2013-02-06;
kr>^ OhcLraep^^^'S^cui--^ DOCtt 2013-0130473 llllllllllllllllllll llllllllllllll lillllllllllll FEB 28,2013 8:00 AM 3347 RECORDING REQUESTED BY: OFFICIAL RECORDS r t^ j. ^ SAN DIEGO COUNTY RECORDER'S OFFICE LJTMCCK QO Ernesl J. Dronenburg, Jr., COUNTY RECORDER jCity of Corlobod' y^^^^ FEES: 0.00 WAYS: 2 Ilp WHEN RECORDED MAIL TO: PAGES: 11 City of Carlsbad i\r City Clerk's Office ^ Attn: City Clerk 1200 Carlsbad Village Drive Carlsbad CA 92008 "7 3-7/ ZhOOlL^"2J/' (Space above for Recorder's Use) NOTE TO BORROWER: This Deed of Trust Contains Provisions Prohibiting Assumptions DEED OF TRUST AND SECURITY AGREEMENT (CDBG GRANT FUNDS) THIS DEED OF TRUST AND SECURITY AGREEMENT ("Security Instrument") is made on the 6th day of February , 2013, among Hospice of the North Coast . a nonprofit corporation . ("Borrower") as trustor, and Chicago Title Companv ("Trustee"), and the City of Carlsbad, a municipal chartered 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 4411 Park Drive Carlsbad California, and is further described in the attached Exhibit "A" ("Property"). TOGETHER WITH all easements, appurtenances, and fixtures now or hereafter a part of the Property, ali 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 City the repayment of the sums evidenced by a promissory note executed by the Borrower to the City dated February 6 , 2013 the principal sum of one million sixtv-five thousand dollars ($1.065.000 ) ("Note"). TO SECURE to 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 City, whether or not City is a party to such agreements. 1 City Attorney Approved 10/17/12 3848 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 acguisition activities related to the purchase of propertv to be used as a hospice house . 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: (a) agrees in writing to the payment of the obligation secured by the lien in a manner acceptable to City; (b) contests in good faith the lien by, or defends against enforcement of the lien in, legal proceedings which in City's opinion operate to prevent the enforcement of the lien; or (c) secures from the holder of the lien an agreement satisfactory to City subordinating the lien to this Security Instrument. If City determines that any part of the Property is subject to a lien which may attain priority over this Security Instrument, 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 ten (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 City requires insurance. This insurance shall be maintained in an amount equal to the replacement cost of the Property and for the periods that 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 City's approval which shall not be unreasonably withheld. If Borrower fails to maintain coverage described above, City may, at City's option, obtain coverage to protect City's rights in the Property in accordance with Section 6. City shall be named as additional insured on any such policies of insurance. All insurance policies and renewals shall be acceptable to City and shall include a 2 City Attorney Approved 10/17/12 3849 standard mortgagee clause with standard lender's endorsement in favor of the Deed of Trust and City as their interest may appear and in a form acceptable to City. 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 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 to City or its designated agent. City or its designated agent may make proof of loss if not made promptly by the Borrower. City shall receive thirty (30) days advance notice of cancellation of any insurance policies required under this section. Unless City and Borrower otherwise 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 City's security is not thereby impaired. If the restoration or repair is not economically feasible or 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 City or its designated agent that the insurance carrier has offered to settle a claim, then 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 hospice house 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 City's good faith judgment could result in forfeiture of the Property or otherwise materially impair the lien created by this Security Instrument or City's security interest. Borrower may cure such a breach and reinstate, as provided in section 17, by causing the action or proceeding to be dismissed with a ruling that, in City's good faith determination, precludes forfeiture of Borrower's interest in the Property or other material impairment ofthe lien created by this Security Instrument or City's security interest. 6. Protection of 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 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 City, at City's option, upon notice to Borrower, may make appearances, disburse such sums and take such actions at it deems necessary to protect the value of the Property and City's rights in the Property. 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 City pursuant to this section shall become additional debt of Borrower secured by this Security Instrument. Unless Borrower and 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, with 3 City Attorney Approved 10/17/12 3850 interest, upon notice from City to Borrower requesting payment. Nothing contained in this section will require City to incur any expense or take any action hereunder. 7. Inspection. City or its agent may make reasonable entries upon and inspections of the Property. 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 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 successively. 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 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 ofthe 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: Executive Director Hospice of the North Coast 2525 Pio Pico Drive Carlsbad. CA 92008 Citv of Carlsbad: Housing and Neighborhood Services Department 1200 Carlsbad Village Drive Carlsbad, CA 92008 Attn: Director The parties may subsequently change addresses by providing written notice ofthe change in address to the other party in accordance with this section. City Attorney Approved 10/17/12 3851 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 Instalment and the Note are 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 Note shall be construed as if such invalid, illegal, or unenforceable provision or clause is 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. 15. Default; Remedies. Upon Borrower's breach on any covenant or agreement of Borrower in this Security Instrument, including, but not limited to, the covenants to pay, when due, any sums secured by this deed of Trust, City, prior to acceleration shall give notice to Borrower specifying: (a) the breach; (b) if the breach is curable; (c) the action required to cure the breach; (d) a date, not less than 30 days from the date the notice is given to Borrower by which the breach must be cured; and (e) 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 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 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, 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 seg.. as amended from time to time; or (e) exercise all other rights and remedies provided herein, in the instruments by which Borrower acquires title to any Property, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion ofthe obligations secured hereby, or provided by law. 16. Acceleration. Upon the occurrence of a default under the Note or this Security Instrument, City shall have the right to declare the full amount of the principal under the Note immediately due and payable. Any failure by City to pursue its legal and equitable remedies upon 5 City Attorney Approved 10/17/12 3852 default shall not constitute a waiver of City's right to declare a default and exercise all of its rights under the Note and this Security Instrument. Nor shall acceptance by City of any payment provided for in the Note constitute a waiver of City's right to require prompt payment of any remaining principal and shared appreciation owed. 17. Borrower's Right to Reinstate. Notwithstanding City's acceleration of the sums secured by this Security Instrument, Borrower shall have the right to have any proceedings begun by City to enforce this Security Instrument discontinued at any time prior to the earlier of: (a) five (5) days before sale of the Property pursuant to any power of sale contained in this Security Instrument; or (b) entry of a judgment enforcing this Security Instrument if Borrower: (i) pays the City all sums which then would be due under this Security Instrument and the Note as if no acceleration had occurred; (ii) cures any breach of any other covenants or agreements of the Borrower contained in this Security Instrument; (iii) pays all reasonable expenses incurred in enforcing the covenants and agreements of this Security Instrument, including, but not limited to, reasonable attorneys' fees; and (iv) takes such action as 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 section 7 of the Promissory Note and/or other provisions of the Note, 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. 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 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 violation 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 City that such remedial action is necessary and shall obtain 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, 6 City Attomey Approved 10/17/12 3853 Other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials. As used in this 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. /// /// /// /// /// /// /// /// /// /// /// /// /// City Attorney Approved 10/17/12 Executed by Borrower this 6 th BORROWER: HOSPICE OF THE NORTH COAST (name of Borrower) By: ^-^JULLL^ lA&^sU^ (sign here) Bobbie Hoder, President (print name/title) Date: oa-Y6 ^ f i ^ By:_ (sign here) CJj^^ Joan Miringoff, Secretary (print name/title) Date: QAIQCQ \i3 3854 day of February ., 2013. CITY OF CARLSBAD, a municipal corporation of the State of California Bv: /fUt^/M^ City Manager or Mayor Date: ^^/^^ ATTEST: Date: (Proper notarial acknowledgment of execution by Subrecipient must be attached. Agreement must be signed by one corporate officer from each ofthe 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: CELIA A. BREWER, City Attorney BY: A^ktant City Attorney Date: ^Z/-/? City Attorney Approved 10/17/12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT 3855 State of California County of San Diego On February 6, 2013 , before me, ^Jl){\(\X\{ (Date) appeared Bobbie Hoder and Joan Miringof: \ 0>^TC>r personally (Name and Title of Officer) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. OFFICIAL SEAL WITNESS my hand and official seaL "/C«giS£i\ JENNIFER FOSTER ' NOTARY PUBLiC-CALIFORNIA^ COMM. NO. 1955747 5? SAN DIEGO COUNTY • MYCOMM.EXP. NOV. 5,2015 I Signature (Seal) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment ofthis form. Capacity Claimed By Signer Description of Attached Document Individual (s) ^ Corporate Officer s President and Secretary Title(s) 'Z^ Partner(s) Limited General (circle applicable) ZZ^ Attorney-in-Fact Trustee(s) 4) Guardian/Conservator Z} Other: Title or Type of Document Number of Pages Date of Document Signer is Representing: Name of Person(s) or Entity(ies) Signer(s) Other Than Named Above CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT 3856 State of Califomia County of Gav\'t>ve^>>p On V^O?'^nx^\'^ before me, VAoyo^y^ 'FvvA ^ >jcfVTW>VM "^ubUc O' (Here iiteert name and title ofthe officer) personally appeared V^^AJA^ Gw^-^^ who proved to me on the basis of satisfactory evidence to be the person(«) whose namel^ is/ttfe, subscribed to the within instrument and acknowledged to me that he/sbe/theji executed the same in his/h^'/thdr authorized capacity(te9»), and that by his/H5T7^tbeir signature^ 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 Califomia that the foregoing paragraph is true and correct. "MUHUt* FRY WITNESS my hand and official seal. Signature of Notary Public \Z) v«_—^ ^ (Notary SealJ^r^ 1 Commission* 1918442 Notary Public - California San Diego County ^. l^u^r.....>pi;es Dec 24.20141 ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached docilfhent CO^Cgg (w<i>w>Jlr ^TWNA^ (Title or description of attached document continued) Number of Pages DocitmentDate (Additional information) CAPACITY CLAIMED BY THE SIGNER • Individual (s) • Corporate Officer (Title) • Partner(s) • Attorney-in-Fact • Trustee(s) • Other INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is /af©) or circling the correct forms. Failure to correctly indicate this infonnation 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.NotaryClasses.com 3857 EXHIBIT A Legal Property Description Parcel 3 (rf Parcel Map No. 18186, in the City of Carlsbad. County of San Diego, State of Califomia, filed in the Office ofthe County Recorder of San Diego County, December 30,1998. X VL \Zi DOCtt 2013-0130474 III liliiilililll III IIII RECORDING REQUESTED BY: WHEN RECORDED MAIL TO: €rty-of CarlDbad FEB 28, 2013 8:00 AM 3858 OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE ErnesU. Dronenburg, Jr., COUNTY RECORDER FEES: 0.00 PAGES: 12 City of Carlsbad City Clerk's Office Attn: City Clerk 1200 Carlsbad Village Drive Carlsbad, Ca. 92008 {Space above for Recorder's Use) AGREEMENT BETWEEN THE CITY OF CARLSBAD AND HOSPICE OF THE NORTH COAST FOR FEDERAL COMIVIUNITY DEVELOPIVIENT BLOCK GRANT FUNDS THIS AGREEIVIENT, made and entered into as of this 6 th day of February 2013, ("Agreement") by and between the CITY OF CARLSBAD, a chartered municipal corporation, hereinafter referred to as "City", and HOSPICE OF THE NORTH COAST, a non- profit corporation?"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)(5); 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: CA Approved: 10/17/12 38 STATEMENT OF WORK City has allocated federal Community Development Block Grant ("CDBG") funds, in the amount of one million sixtv-five thousand dollars ($1,065,000), to Subrecipient for acquisition activities necessary to provide hospice services. This funding shall be provided in the form of a no interest, deferred, and forgivable loan to Subrecipient. The purpose of the loan is to provide funds to be used specifically for acquisition of property that will be incurred during the period beginning July 1, 2012 and ending June 30, 2013. Subrecipient agrees to use all federal funds provided by City to 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 Subrecipient to expend the allocated funds in their entirety by March 30, 2013. If Subrecipient will be unable to expend all of the funds allocated to the project by the noted date, Subrecipient shall request an extension from City for continued use of the funds on the approved project based on progress made by Subrecipient towards completing the subject project. City may agree to grant the extension or notify Subrecipient that in its sole discretion the funds must be reallocated to another eligible activity due to slow project progress. 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 acquisition activities for the purchase of propertv to be used as a hospice home onlv. The loan is not assumable by transferees of the property unless prior written approval is granted by the Carlsbad City Council. The loan shall be due and payable in full upon (a) the date the property is first sold or transferred, or, (b) upon failure of Subrecipient to operate a hospice home 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 hospice home 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. DISBURSEMENT OF FUNDS City shall reimburse Subrecipient for necessary and reasonable costs related to costs for acquisition of propertv for a hospice home . The necessary and reasonable costs shall not exceed a total of $ 1.065.000 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: a. Subrecipient shall provide estimates or other information deemed by City to be necessary to document that Subrecipient will be providing matching funds to be used on CA Approved: 10/17/12 3860 acquisition, equipment and/or improvements. 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 aoainst Subrecipient's fee interest in the land described herein. ^MU f^Ahfr E>nve,C4tr|sb^ CA ^:ico^ Upon completing the above conditions to the satisfaction of the Housing and Neighborhood Services Director, Subrecipient may submit 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. 4. PROGRAM INCOME The Subrecipient shall report 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 Subrecipient for costs related to the subject program activities. However, the program income, retained by Subrecipient, must be expended before additional funds are requested from 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: 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, City's only financial obligation to Subrecipient is to provide the CDBG funds of $ 1.065.000 as allocated by the Carlsbad City Council for program year 2012 -2013 . 6. RECORDS AND REPORTS 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: 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; CA Approved: 10/17/12 3861 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 City, eligible expenses incurred for administration of each activity, and other financial records as required by 24 CFR Section 570.502, and OMB (the United States Office of Management and Budget) Circular A-110; and, h. Any other related records as City shall require to demonstrate compliance with applicable federal, state, and local rules and regulations governing these funds. 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 City in monitoring Subrecipient's performance. Subrecipient must demonstrate satisfactory performance prior to reimbursement for expenditures. At a minimum, the Progress 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. 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 Subrecipient in completing the required quarterly Progress Reports to be submitted to City. Subrecipient shall maintain separate accounting records for the federal CDBG funds provided by City. 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 Subrecipient which directly pertain to the above project forthe purpose of audit, examination, excerpts and transcriptions. Unless otherwise notified by City, 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 Subrecipient, whichever occurs later. CA Approved: 10/17/12 3862 If 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, Subrecipient shall be required to submit to City a comprehensive financial audit prepared by an independent, neutral third-party auditor. The audit shall cover financial operations of Subrecipient for the term of this Agreement and is due not later than one year after expiration of the Agreement. Subrecipient shall also be required to submit a second audit for the following period covered under the fiscal year beginning July 1, 2013 and ending June 30, 2014 for any funds received in fiscal year 201^-2014 per this Agreement. 7. PROGRAM REQUIREMENTS 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). Subrecipient also agrees to adhere to the terms of the City's CDBG Application and Subrecipient Agreement on file at the Carlsbad Housing and Neighborhood Services Department and with assurances and agreements made, by City to the United States Department of Housing and Urban Development of which Subrecipient is given notice. 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 ofthis Agreement. 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. Subrecipient will not assume City's environmental responsibilities as described in 24 CFR Section 570.604; and b. Subrecipient will not assume 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. 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 Carlsbad City Council and the U.S. Department of HUD. If Subrecipient desires a change in the use of the CDBG CA Approved: 10/17/12 3863 funds following approval of this Agreement, a written request must be submitted to 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 hospice house. Any change in use for the subject property shall require approval of the Carlsbad City Council and the U.S. Department of HUD. 10. NONDISCRIMINATION CLAUSE 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 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, Subrecipient shall transfer to City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Subrecipient shall be required to use any real property under 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 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 in paragraph (a) ofthis section. 13. HOLD HARMLESS AGREEMENT 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. CA Approved: 10/17/12 3864 Subrecipient agrees to defend, indemnify, and hold free and harmless City, its officers, employees and agents against any of the foregoing liabilities or claims of any kind and any cost or expenses incurred by 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 Carlsbad City Council. 15. SUCCESSORS OR ASSIGNS Subject to the provisions ofthis 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 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 Risk Manager 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 City sent by certified mail. City shall be named as an additional insured on these policies. Subrecipient shall furnish certificates of insurance and required endorsements to the Carlsbad Housing and Neighborhood Services Director before commencement of work. CA Approved: 10/17/12 3865 Executed by Subrecipient this 6 th SUBRECIPIENT: 0\^^^^ HOSPICE OF THE NORTH COAST (name of Subrecipient) Bv: B^XC^ Mfrtse^ (sign here) Bobbie Hoder, President (print name/title) Date: o ^ f> (*[^^ day of February , 2013_. CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager or Mayor Date: ^jd^l^ ATTEST: By: ITL City Clerk Date: (sign here) Joan Miringoff, Secretary (print name/title) Date: o a.\ o CoA i ^ (Proper notarial acknowledgment of execution by Subrecipient must be attached.) Agreement must be signed by one corporate officer from each ofthe 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: CELIA A. BREWER, City Attorney Date: CA Approved: 10/17/12 3866 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of California County of San Diego On February 6, 2013 , before me, (Date) {} appeared Bobbie Hoder and Joan Miringoff , Z>JZ^\</ ^S4er^ J •Lr.nn^llv (Name and Title of Officer) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws ofthe State of California that the foregoing paragraph is true and correct. I WITNESS my hand and official seaL Signature OFFICIAL SEAL JENNIFER FOSTER NOTARY PUBLIC-CALIFORNIA^ COMM. NO. 1955747 S vSAN DIEGO COUNTY MY COMM. EXP. NOV. 5, JTY f 5,2015 I (Seal) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment ofthis form. Capacity Claimed By Signer S Individual (s) # Corporate Officer s President and Secretary Title(s) Z) Partner(s) Limited General (circle applicable) Z^ Attorney-in-Fact •0 Trustee(s) ^ii) Guardian/Conservator 3 Other: Description of Attached Document Title or Type of Document Number of Pages Date of Document Signer is Representing: Name of Person(s) or Entity(ies) Signer(s) Other Than Named Above CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of Califomia County of ScU^^et^O On F^Jir^^U.'lJOl'S before me, V\Dr6^€4^ VVtA , MofaVU Vu^C O (Here instrt name and title of tlkjAfficer) 3867 personally appeared ^oKv^ C^OtxXsiS^ who proved to me on the basis of satisfactory evidence to be the person(s) whose nam^) is/ftie subscribed to the within instrument and acknowledged to me that he/ahe/the)^ executed the same in his/hei/tlieh authorized capacity(ieft), and that by his/hef/tfeeir signature's) on the instmment the person('s), or the entity upon behalf of which the person('8) acted, executed the instmment. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS mv hand and official seal. Signature of Notary Public Commission* 1918442 Notary Public - California San Diego County ''"^^^S^ My Co (Notary Seal) ^ | > » VnrT~"— J NSa^ My Comm. Expires Dec 24.20141 J • ———i^M—^^^^^^^^^^ ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT U (Title or description of attached docmnenTO (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) • Attorney-in-Fact • Trustee(s) • Other INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any altemative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is /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 vl2.10.07 800-873-9865 www.NotaryClasses.com EXHIBIT "A" CITY OF CARLSBAD COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM 3868 SCOPE OF WORK Contract Term: July 1, 2012_ to June 30, 2013 Subrecipient Name: Hospice of the North Coast Address: 2525 Pio Pico Drive Carlsbad, CA 92008 Project Description: Property Acquisition for Hospice House 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.) All costs will be used for the acquisition of property for use as a hospice house. 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.) At least 51 percent of all persons benefiting from staying in the hospice home must be documented as a low income person, or from a low income household, making less than or equal to 80% of the area median income for San Diego County. 3. Project objectives peri'ormance 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 Cartsbad Housing and Neighborhood Services Department within 15 days of termination ofthe 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. 3869 EXHIBIT "B" CITY OF CARLSBAD COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM BUDGET Contract Term: July 1, 2012. to June 30, 2013 Subrecipient Name: Hospice of the North Coast Address: 2525 Pio Pico Drive Cartsbad, CA 92008 Project Descnption: Property Acquisition for Hospice House Project Budget/Use of Funds: Total of $1,065,000 in funds must be used for the acquisition of property for a hospice house. Budqet mav be attached on separate paqe if needed. 10