HomeMy WebLinkAboutNorth County Health Project; 2012-02-29;r
Re5d*iieD yTrTHE REQUEST OF
CHICAQO TITLE COMPlANY-CQMMERCiAL SERVIC9S DOCtt 20
-REGORDING REQUES^F&DLBY:
Qity of Carlsbad <
WHEN RECORDED MAIL TO:
City of Carlsbad
City Clerk's Office
Attn: City Clerk
1200 Carlsbad Village Drive
Carlsbad CA 92010
1823
2-0117224
FEB 29, 2012 4:40 PM
OFFICIAL RECORDS
SAN DiEGO COUNTY REMRDER_S OFFiC^
Ernest J. Dronenburg, Jr., COUNTY RECORDER
cccc. O.OO WAYS: 2
DA: 1
PAGES: 12
Iiiiiiiiiiil
(Space above for Recorder's Use)
NOTE TO BORROWER:
This Deed of Trust Contains Provisions Prohibiting Assumptions
DEED OF TRUST AND SECURITY AGREEMENT
THIS DEED OF TRUST AND SECURITY AGREEMENT ("Security Instrument") is made
on the ^23''** day of f3^jLiD^AAcu^ 2012, among the North County Health Project, a non-
profit corporation, ("Borrower") as tru^r, and Lawyers Title Companv. a California
corporation
beneficiary.
("Trustee"), and the City of Carlsbad, a municipal corporation ("the City"), as
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 1295
Carlsbad Village Drive, Carlsbad, California, and is further described in the attached Exhibit "A"
(the "Property").
TOGETHER WITH all easements, appurtenances, and fixtures now or hereafter a part of
the property, all of which, including replacements and additions thereto, shall be deemed to be
and remain a part ofthe property covered by this Security Instrument; and,
TO SECURE to the City the repayment of the sums evidenced by a promissory note
executed by the Borrower to the City dated FEhRj^ARV /i^*^^ , 2012 the principal
sum of one million one hundred thirty thousand dollars ($1,130,000) (the "Note").
TO SECURE to the City the payment of all other sums, with interest thereon, advanced in
accordance herewith to protect this Security Instrument; and the performance of the covenants
and agreements of Borrower herein contained; and,
TO SECURE the performance of any obligations of Borrower in any other agreements with
respect to the financing of the Property, the failure of which would adversely affect Beneficiary,
whether or not Beneficiary is a party to such agreements.
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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 the purchase of property for a health care center to sen/e lower income
households .. Consequently, the Note is not assumable by transferees of the Property, but is due
and payable in full on the date the Property is sold or transferred.
3. Charges; Liens. Borrower shall pay all taxes, assessments, charges, fines and
impositions attributable to the Property, which may attain priority over this Security Instrument.
Borrower shall pay these obligations on time directly to the person owed payment. Borrower shall
promptly furnish to the City all notices of amounts to be paid under this Section. If Borrower
makes these payments directly, Borrower shall promptly furnish to the City receipts evidencing the
payments.
Borrower shall promptly discharge any other lien which shall have attained priority over this
Security Instrument unless Borrower: (1) agrees in writing to the payment of the obligation
secured by the lien in a manner acceptable to the City; (2) contests in good faith the lien by, or
defends against enforcement of the lien in, legal proceedings which in the City's opinion operate
to prevent the enforcement of the lien; or (3) secures from the holder of the lien an agreement
satisfactory to the City subordinating the lien to this Security Instrument. If the City determines
that any part of the Property is subject to a lien which may attain priority over this Security
Instrument, the City may give Borrower a notice identifying the lien. Borrower shall satisfy such
lien or take one or more of the actions set forth above within 10 days of the giving of notice.
4. Hazard or Property Insurance. Borrower shall keep the improvements now
existing or hereafter erected on the Property insured against loss by fire, hazards included within
the term "extended coverage" and any other hazards, including floods or flooding, for which the
City requires insurance. This insurance shall be maintained in an amount equal to the
replacement cost of the Property and for the periods that the City requires. The insurance carrier
providing the insurance shall be licensed to do business in the State of California and be chosen
by Borrower subject to the City's approval which shall not be unreasonably withheld. If Borrower
fails to maintain coverage described above, the City may, at the City's option, obtain coverage to
protect the City's rights in the Property in accordance with Section 6. The City shall be named as
additional insured on any such policies of insurance.
All insurance policies and renewals shall be acceptable to the City and shall include a
standard mortgagee clause with standard lender's endorsement in favor of the Deed of Trust and
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City Attorney Approved 10/31/08
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the City as their interest may appear and in a form acceptable to the City. The City shall have the
right to hold, or cause its designated agent to hold, the policies and renewals thereof, and
Borrower shall promptly furnish to the City, or its designated agent, the original insurance policies
or certificates of insurance, all renewal notices, and receipts of paid premiums. In the event of
loss, Borrower shall give prompt notice to the insurance carrier and the City or its designated
agent. The City or its designated agent may make proof of loss if not made promptly by the
Borrower. The City shall receive thirty days advance notice of cancellation of any insurance
policies required under this Section.
Unless the City and Borrower othenA/ise agree in writing, insurance proceeds shall be
applied to restoration or repair of the Property damaged, provided such restoration or repair is
economically feasible and the City's security is not thereby impaired. If the restoration or repair is
not economically feasible or the City's security of this Deed of Trust would be impaired, the
insurance proceeds shall be applied to repay the sums secured by this Security Instrument,
whether or not then due, with any excess paid to Borrower. If Borrower abandons the Property, or
does not answer within 30 days a notice from the City or its designated agent that the insurance
carrier has offered to settle a claim, then the City or its designated agent may collect the
insurance proceeds. City may use the proceeds to repair or restore the Property or to pay sums
secured by this Security Instrument, whether or not then due. The 30-day period will begin when
the notice is given.
5. Occupancy, Preservation, Maintenance and Protection of the
Property. Borrower shall obtain all necessary permits required to occupy, establish, and use the
Property as a health care center and maintain the property consistent with the requirements of
such permits. Borrower shall not destroy, damage or impair the Property, allow the Property to
deteriorate, or commit waste on the Property. Borrower shall be in breach if any forfeiture action
or proceeding, whether civil or criminal, is begun that in the City's good faith judgment could result
in forfeiture of the Property or otherwise materially impair the lien created by this Security
Instrument or the City's security interest. Borrower may cure such a breach and reinstate, as
provided in Section 18, by causing the action or proceeding to be dismissed with a ruling that, in
the City's good faith determination, precludes forfeiture of the Borrower's interest in the Property
or other material impairment of the lien created by this Security Instrument or the City's security
interest.
6. Protection of the City's Rights in the Property. If Borrower fails to perform the
covenants and agreements contained in this Security Instrument or if any action or proceeding is
commenced which may materially affect the City's rights in the Property, including but limited to
breach under any other deed of trust encumbering the property, eminent domain, insolvency,
code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then the
City, at the City's option, upon notice to the Borrower, may make appearances, disburse such
sums and take such actions at it deems necessary to protect the value of the Property and the
City's rights in the Property. The City's actions may include paying any sums secured by a lien
which has priority over this Security Instrument, appearing in court, paying reasonable attorneys'
fees and entering on the Property to make repairs.
Any amounts disbursed by the City pursuant to this Section shall become additional debt
of Borrower secured by this Security Instrument. Unless Borrower and the City agree to other
terms of payment, these amounts shall bear interest from the date of disbursement at the lesser
of ten percent (10%) or the highest rate permissible under applicable law and shall be payable,
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with interest, upon notice from the City to Borrower requesting payment. Nothing contained in this
Section will require the City to incur any expense or take any action hereunder.
7. Inspection. The City or its agent may make reasonable entries upon and
inspections of the Property. The City shall give Borrower notice at the time of or prior to an
inspection specifying reasonable cause forthe inspection.
8. Forbearance By the City Not a Waiver. Any forbearance by the City in
exercising any right or remedy will not be a waiver of the exercise of any such right or remedy.
9. Remedies Cumulative. All remedies provided in this Security Instrument are
distinct and cumulative to any other right or remedy under this Security Instrument or any other
document, or afforded by law or equity, and may be exercised concurrently, independently, or
successfully.
10. Successors and Assigns Bound; Joint and Several Liability. The covenants
and agreements of this Security Instrument shall bind and benefit the respective successors and
assigns of the City and Borrower, subject to the provisions of this Security Instrument. Borrower's
covenants and agreements shall be joint and several.
11. Notices. Except for any notice required under applicable law to be given in
another manner, any notice to Borrower provided for in this Security Instrument shall be sent
certified mail, return receipt requested or express delivery service with a delivery receipt, or
personally delivered with a delivery receipt obtained, and shall be deemed to be effective as of the
date shown of the delivery receipt as the date of delivery, the date delivery was refused, or the
date the notice was returned as undeliverable.
Notices shall be directed as follows:
Borrower:
North County Health Project
150 Valpreda Road
San Marcos, CA 92069
Attn: Executive Director
Citv of Carlsbad:
Housing and Neighborhood Services Department
2965 Roosevelt Street Suite B
Carlsbad CA 92010-2389
Attn: Housing and Neighborhood Services Director
The parties may subsequently change addresses by providing written notice of the change
in address to the other party in accordance with this Section.
12. Governing Law. This Security Instrument shall be construed in accordance with
and be governed by the laws of the State of California. In the event that any provision or clause of
this Security Instrument or the Note conflicts with applicable law, such conflict shall not affect
other provisions of this Security Instrument or the Note which can be given effect without the
conflicting provision. To this end the provisions of this Security Instrument and the Note are
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City Attorney Approved 10/31/08
18236
declared to be severable.
13. Severability. In the event that any provision or clause contained in this Security
Instrument or the Note shall for any reason be held to be invalid, illegal or unenforceable in any
respect, then such provision or clause shall be deemed severable from the remaining provision,
and this Security Instrument and the Note shall be construed as if such invalid, illegal, be
severable.
14. Captions. The captions and headings in this Security Instrument are for
convenience only and are not to be used to interpret or define the provisions hereof.
15. Default; Remedies. Upon the Borrower's breach of any covenant or agreement
of the Borrower in this Security Instrument, including, but not limited to, the covenants to pay,
when due, any sums secured by this deed of Trust, the City, prior to acceleration shall give notice
to Borrower specifying: (1) the breach; (2) if the breach is curable; (3) the action required to cure
the breach; (4) a date, not less than 30 days from the date the notice is given to Borrower by
which the breach must be cured; and (5) if the breach is curable, failure to cure the breach on or
before the date specified in the notice may result in acceleration of the sums secured by this
Security Instrument and sale of the Property. The notice shall further inform Borrower of the right
to reinstate after acceleration and the right to bring a court action to assert the non-existence of a
default or any other defense of Borrower to acceleration and sale. If the breach is not cured by
the Borrower on or before the date specified in the notice, then the City, at its option may: (a)
require immediate payment in full of all sums secured by this Security Instrument without further
demand and may invoke the power of sale and any other remedies permitted by California law;
(b) either in person or by agent, with or without bringing any action or proceeding, or by a receiver
appointed by a court, and without regard to the adequacy of its security, enter upon the Property,
in its own name or in the name of the Trustee, and do any acts which it deems necessary or
desirable to preserve the value or marketability of the Property, or part thereof or interest therein,
increase the income therefrom or protect the security thereof. The entering upon and taking
possession of the Property shall not cure or waive any breach hereunder or invalidate any act
done in response to such breach and notwithstanding the continuance in possession of the
Property, the City shall be entitled to exercise every right provided for in this Security Instrument or
by law upon occurrence of any uncured breach, including the right to exercise the power of sale;
(c) commence an action to foreclose this Security Instrument as a mortgage, appoint a receiver,
or specifically enforce any of the covenants hereof; (d) deliver to the Trustee a written
declaration of default and demand for sale, pursuant to the provisions for notice of sale found at
California Civil Code Sections 2924, et seq.. as amended from time to time; or (e) exercise all
other rights and remedies provided herein, in the instruments by which the Borrower acquires title
to any Property, or in any other document or agreement now or hereafter evidencing, creating or
securing all or any portion of the obligations secured hereby, or provided by law.
The City shall be entitled to collect all reasonable costs and expenses incurred in pursuing
the remedies provided in this Section, including, but not limited to, reasonable attorney's fees.
16. Acceleration. Upon the occurrence of a default under the Note, or this Security
Instrument, the City shall have the right to declare the full amount of the principal under the Note
immediately due and payable. Any failure by the City to pursue its legal and equitable remedies
upon default shall not constitute a waiver of the City's right to declare a default and exercise all of
its rights under the Note and this Security Instrument. Nor shall acceptance by the City of any
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City Attorney Approved 10/31/08
18237
payment provided for in the Note constitute a waiver of the City's right to require prompt payment
of any remaining principal and shared appreciation owed.
17. Borrower's Right to Reinstate. Notwithstanding the City's acceleration of the
sums secured by this Security Instrument, Borrower shall have the right to have any proceedings
begun by the City to enforce this Security Instrument discontinued at any time prior to the earlier
of: (1) 5 days before sale of the Property pursuant to any power of sale contained in this Security
Instrument; or (2) entry of a judgment enforcing this Security Instrument if Borrower: (a) pays the
City all sums which then would be due under this Security Instrument and the Note as if no
acceleration had occurred; (b) cures any breach of any other covenants or agreements of the
Borrower contained in this Security Instrument; (c) pays all reasonable expenses incurred in
enforcing the covenants and agreements of this Security Instrument, including, but not limited to,
reasonable attorneys' fees; and (d) takes such action as the City may reasonably require to
assure that the lien of this Security Instrument, the City's rights in the Property and Borrower's
obligation to pay the sums secured by this Security Instrument shall continue unimpaired. Upon
such payment and cure by Borrower, this Security Instrument and the obligations secured hereby
shall remain in full force and in effect as if no acceleration had occurred.
18. Reconveyance. Upon payment of all sums secured by this Security Instrument,
or upon forgiveness of the debt pursuant to Paragraph 9 and/or other provisions of the Note,
the City will surrender this Security Instrument and the Note to the Trustee. The Trustee will
reconvey the Property without warranty and without charge to the person or persons legally
entitled thereto. Such person or persons will pay all costs of recordation, if any.
19. Substitute Trustee. The City, at its option, may from time to time remove Trustee
and appoint a successor trustee to any Trustee appointed hereunder. The successor trustee shall
succeed to all the title, power and duties conferred upon Trustee herein and by applicable law.
20. Hazardous Substances. Borrower shall not cause or permit the presence, use,
disposal, storage, or release of any Hazardous Substances on or in the Property. Borrower shall
not do, nor allow anyone else to do, anything affecting the Property that is in violation of any
Environmental Law. The preceding two sentences shall not apply to the presence, use, or
storage on the Property of small quantities of Hazardous Substances that are generally
recognized to be appropriate to normal medical uses and to maintenance of the Property.
Borrower shall promptly give the City written notice of any investigation, claim, demand,
lawsuit or other action by any governmental or regulatory agency or private party involving the
Property and any Hazardous Substance or Environmental Law of which Borrower has actual
knowledge. If Borrower learns, or is notified by any governmental or regulatory authority, that any
removal or other remediation of any Hazardous Substance affecting the Property is necessary.
Borrower shall promptly take all necessary remedial actions in accordance with Environmental
Law. Prior to taking any such remedial action, however. Borrower shall notify the City that such
remedial action is necessary and shall obtain the City's prior written consent for such remedial
action.
As used in this Section, "Hazardous Substances" are those substances defined as toxic or
hazardous substances by Environmental Law and the following substances: gasoline, kerosene,
other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile solvents,
materials containing asbestos or formaldehyde, and radioactive materials. As used in this
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City Attorney Approved 10/31/08
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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.
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City Attorney Approved 10/31/08
18239
Executed by Borrower this ]^
BORROWER:
North Countv Health Proiect
(name of Borrower)
day of 2012.
CITY OF CARLSBAD, a municipal corporation
of the State of California
By:
By:
(sign here)
J/i yy, fit Co-^ , C eo
(print n^me/tit^e)
By
ity Manager
nnt name/1 ATTEST:
(sign here
VV\\ \^ iAQVA/AVO^
(print name/title)
EM. Wl (^D\ '
(Proper notarial acknowledgment of execution by Subrecipient must be attached.
Agreement must be signed by one corporate officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
BY:
A^istant City Attorney
City Attorney Approved 10/31/08
18240
State of California
County of ^^^ ^^tf 7^
before me On
Notary Public, personally appeared :t^y^. C^h>, Plf<ir. i /^pu.. , who
proved to me on the basis of satisfactory evidence to be tne person(^ whose name(s)
^re subscribed to the within instrument and acknowledged to me that hs/sl?|^/they
executed the same in l^/ljer/their authorized capacity(ies), and that by ^/Ijsr/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.
WITNESS my hand and official seal. .SJOBERG-ZYNDA L COMM. # 1851003 ^ NOTARY PUBLIC - CALIFORNIA 0 SAN DIEGO COUNTY 0 COMM. EXPIRES JUNE 21. 2013;*
Signature (Seal)
State of California
County of
On before me, ,
Notary Public, personally appeared , 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.
WITNESS my hand and official seal.
Signature (Seal)
18241
ACKNOWLEDGMENT
State of California
County of San Diego __)
On February 23, 2012 before me, Sheila Renae Cobian, Notary Public
(insert name and title ofthe officer)
personally appeared Lisa Hildabrand
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.
SHEILA RENAE COBIAN
WITNESS my hand and official seal. l^ilS^ Commission # 1848471
;ignature ^^^lOa^^QJODLi? Cc^'fUh^ (Seal)
Notary Public - California z
* '•^iMnr^ County -J ^^9!S»»^ Mv Comm. Expires May 10.20131
18242
EXHIBIT A
Legal Property Description
A CONDOMINIUM CONSISTING OF THE FOLLOWING:
PARCEL 1:
(A) A SEPARATE INTEREST IN UNIT 3 AS SHOWN ON THAT CERTAIN CONDOMINIUM
PLAN ENTITLED "CARLSBAD MEDICAL VILLAGE CONDOMINIUM PLAN" RECORDED
ON NOVEMBER 6, 2007 AS INSTRUMENT NO. 2007-0706062 AND AMENDMENTS TO
CARLSBAD MEDICAL VILLAGE CONDOMINIUM PLAN RECORDED ON NOVEMBER 20,
2007 AS INSTRUMENT NO. 2007- 0729930 AND MARCH 9, 2009 AS INSTRUMENT NO.
2009-0113939 AND APRIL 16, 2010 AS INSTRUMENT NO. 2010-0188801. ALL OF OFFICIAL
RECORDS, IN THE OFFICE OF THE SAN DIEGO COUNTY RECORDER, CALIFORNLA
(HEREAFTER THE "CONDOMINIUM PLAN" OR "PLAN"), AND
(B) AN UNDIVIDED ONE-TENTH (1/lOTH) FRACTIONAL INTEREST ("FRACTIONAL
INTEREST") IN AND TO THE "UNDIVIDED INTEREST COMMON AREA" AS DESCRIBED IN
THE PLAN AND THAT CERTAIN "DECLARATION OF COVENANTS, CONDITIONS AND
RESTRICTIONS FOR CARLSBAD MEDICAL VILLAGE" RECORDED NOVEMBER 6, 2007 AS
INSTRUMENT NO. 2007-0706063. OFFICIAL RECORDS, AND AS MAY BE AMENDED,
(HEREAFTER REFERRED TO AS "DECLARATION").
SAID UNITS AND FRACTIONAL INTEREST ARE LOCATED WITHIN THE BOUNDARIES OF
THAT CERTAIN REAL PROPERTY DESCRIBED AS:
LOT 1 OF CARLSBAD TRACT CT 05-19, IN THE CITY OF CARLSBAD, COUNTY OF SAN
DIEGO, STATE OF CALIFORNL\, ACCORDING TO MAP THEREOF NO. 15638. FILED IN THE
OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, NOVEMBER 1, 2007.
PARCEL 2;
THE EXCLUSIVE RIGHT TO THE USE, POSSESSION AND OCCUPANCY OF THOSE PORTIONS
OF THE ASSOCIATION PROPERTY DEFINED IN THE DECLARATION AND IN THE PLAN AS
"EXCLUSIVE USE AREAS," WHICH SHALL BE APPURTENANT TO PARCEL 1 DESCRIBED
ABOVE.
PARCEL 3:
18243
NONEXCLUSIVE EASEMENTS ON, IN, OVER AND THROUGH THE ASSOCL\TION PROPERTY
AS DEFINED IN THE DECLARATION AND DEFINED AND IDENTIFIED IN THE PLAN,
EXCEPTING THEREFROM ALL UNITS AND THE APPURTENANT EXCLUSIVE USE AREAS,
FOR PURPOSES OF (A) INGRESS, EGRESS, ACCESS THROUGH, ON AND OVER THE
VEHICULAR AND PEDESTIOAN ACCESS AREAS THEREIN, (B) ACCESS TO AND USE OF
(INCLUDING THE RIGHT TO ESTSTALL, MAINTAIN, REPAIR OR REPLACE) ANY UTILITY OR
RELATED LINES AND EQUIPMENT IN ORDER TO PROVIDE UTILITY OR RELATED
SERVICES TO PARCELS 1 AND 2 ABOVE; SUBJECT TO, HOWEVER, ANY RESTRICTIONS,
LIMITATIONS AND CONDITIONS DESCRIBED IN THE DECLARATION, AND FURTHER
EXCEPTING ANY PORTIONS OF THE ASSOCIATION PROPERTY OVER WHICH THE
GRANTOR HEREIN, AS DECLARANT,
MAY HAVE AN EASEMENT OR OTHER SIMILAR RESTRICTION, AS MAY BE PROVIDED IN
THE DECLARATION. THE EASEMENTS GRANTED HEREIN SHALL BECOME EFFECTIVE
UPON RECORDATION OF THIS DEED WITH THE SAN DIEGO COUNTY RECORDER, SAN
DIEGO, CALIFORNIA.
ASSESSOR'S PARCEL NUMBER: 156-190-70-03
END OF LEGAL DESCRIPTION
RECORDSeD AT THE REQUEST OF
CHtCAOO TrTLE COMPANY-COMMERCIAL SERVICES
•REeORDfNe-REQUeSIE^BY:
WHEN RECORDED MAIL TO:
City of Carlsbad
City Clerk's Office
Attn: City Clerk
1200 Carlsbad Village Drive
Carlsbad, Ca. 92008
18244
DOCtt 2012-0117225
llllllilllllilllllll II lllllllllll
FEB 29, 2012 4:40 PM
OFFICIAL RECORDS
SAN DIEGO COUNTY RECORDER'S OFFICE
Ernest J. Dronenburg, Jr., COUNTY RECORDER
FEES: 0.00
PAGES: 13
{Space above for Recorder's Use)
AGREEMENT BETWEEN THE CITY OF CARLSBAD AND THE
NORTH COUNTY HEALTH PROJECT FOR 2011-2012
FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS
THIS AGREEMENT, made and entered into as of this J3^ day of^^Ajb^tti
2012, ("this Agreement") by and between the CITY OF CARLSBAD, a municipal corpbration,
hereinafter referred to as "City", and the NORTH COUNTY HEALTH PROJECT, a non-profit
corporation ("NORTH COUNTY HEALTH PROJECT"), hereinafter referred to as "Subrecipient".
RECITALS
WHEREAS, the City has applied for and received funds from the United States
Government under Title I of the Housing and Community Development Act of 1974, Public Law
93-383 as amended to fund eligible activities which benefit persons of low and moderate
income; and,
WHEREAS, the City wishes to provide assistance to non-profit public service providers
who offer services for lower income Carlsbad residents; and,
WHEREAS, the Subrecipient can provide these basic services for lower income persons
with some assistance from the City; and,
WHEREAS, the City has determined that the activity proposed by Subrecipient is
exempt from environmental review under 24 CFR Section 58.34(a)(12); and,
WHEREAS, the U.S. Department of Housing and Urban Development has approved the
City's Annual Consolidated Plan for Community Development Block Grant funds (hereinafter
referred to as the "Annual Consolidated Plan").
WHEREAS, HUD means the U.S. Department of Housing and Urban Development.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein. City and Subrecipient agree as follows:
City Attomey Approved: 10/31/08
18245
1. STATEMENT OF WORK
The City has allocated 2011-2012 federal Community Development Block Grant
("CDBG") funds, in the amount of one million one hundred thirty thousand dollars
($1,130,000), to the Subrecipient for the acquisition of property for a health center to
serve low income households. This funding shall be provided in the form of a no interest,
deferred, and forgivable loan to the North County Health Project. The purpose of the
loan is to provide funds to be used specifically for the purchase of the property that will
be incurred during the period beginning July 1, 2011 and ending June 30, 2012. The
Subrecipient agrees to use all federal funds provided by the City to the Subrecipient
pursuant to the provisions of this Agreement, the Scope of Work, attached hereto as
Exhibit "A", and in accordance with the terms of the Annual Consolidated Plan.
Every effort shall be made by the Subrecipient to expend the allocated funds in their
entirety by April 1, 2012. If the Subrecipient will be unable to expend all of the funds
allocated to the project by the noted date, the Subrecipient shall request an extension
from the City for continued use of the funds on the approved project based on progress
made by the Subrecipient towards completing the subject project. The City may agree
to grant the extension or notify the Subrecipient that in its sole discretion the funds must
be reallocated to another eligible activity due to slow project progress.
2. TERM OF LOAN
The term of this loan shall be for a period of twenty (20) years. The twenty year term of
the loan shall commence on the date the Promissory Note is executed and recorded and
expire twenty (20) years after the date of this agreement. Subrecipient acknowledges
that the subject loan is given in connection with the purchase of property for the health
center property only. The loan is not assumable by transferees of the property unless
prior written approval is granted by the City Council. The loan shall be due and payable
in full upon 1) the date the property is first sold or transferred, or, 2) upon failure of
Subrecipient to operate a health center for low income households 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 health center consistent with the conditions as set forth within this Agreement, or
operated as another facility eligible for CDBG funds with prior approval from HUD and
the City of Carlsbad.
3. DISBURSEMENT OF FUNDS
The City shall deposit CDBG funds into an escrow account for necessary and
reasonable costs related to the acquisition of property in Cartsbad for a health center for
lower income households. The necessary and reasonable costs shall not exceed a
total of $1,130,000. Deposit of funds into the escrow account shall not be made until all
of the following conditions are completed to the satisfaction of the City's Housing and
Redevelopment Director:
City Attomey Approved: 10/31/08
18246
a. Subrecipient shall submit a Voluntary Acquisition Notice to the owner of the
property proposed for acquisition with registered receipt and certification of delivery
documentation. The Notice shall be provided by the City in a form in compliance with
federal relocation guidelines. Subrecipient is responsible for ensuring that the property
acquisition meets all federal and state relocation requirements. Any residential structure
on property to be acquired shall be owner occupied or vacant.
b. Subrecipient shall submit to City an appraisal of the property proposed for
acquisition, with an option or agreement to purchase the property. The option or
agreement to purchase the property must be equal to the appraised value of the
property, or documentation must be submitted to justify why the proposed purchase
price is higher or lower than the appraised value.
c. Subrecipient shall provide estimates for the cost of construction of the health
center or other information deemed by City to be necessary to document that
Subrecipient will be providing matching funds to be used on other costs related to
establishment of a health center on the Property.
d. 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 Carisbad. The Deed of Trust to secure the loan shall be
recorded against Subrecipient's fee interest in the Land described herein.
Upon completing the above conditions to the satisfaction of the Housing and
Redevelopment Director, the Subrecipient may submit a request for the deposit of
CDBG funds into an escrow account to acquire the proposed property anytime after this
agreement is approved and shall include documentation to verify costs or expenditure of
funds is 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. Buyer's Estimated Settlement Statement, construction
estimates, receipts, and paid invoices including an itemized statement of all costs are
samples of appropriate methods of documentation.
PROGRAM INCOME
The Subrecipient shall report, to the City, any interest, or other income, earned as a
direct result of the use of federal CDBG funds for the program outlined within this
agreement. All reported program income may be retained by the Subrecipient for costs
related to the subject program activities. However, the program income, retained by the
Subrecipient, must be expended before additional funds are requested from the City.
The requirements are set forth in 24 CFR Section 570.504 which is incorporated herein
by reference. All CDBG funds shall be disbursed to Subrecipient prior to HUD being
required to disburse HUD Section 811 Capital Advance Funds to Subrecipient.
City Attorney Approved: 10/31/08
18247
5. LABOR. MATERIALS AND SUPPLIES:
The Subrecipient or its agents, contractors, subcontractors, management agent or other
designees of Subrecipient shall furnish all labor, materials and services and bear all
expenses necessary to provide the subject health center as outlined in this Agreement.
Under this Agreement, the City's only financial obligation to the Subrecipient is to
provide the CDBG funds of $1,130,000 as allocated by the City Council for program
year 2011-2012.
6. RECORDS AND REPORTS
The Subrecipient shall maintain all records required by the Federal regulations specified
in 24 CFR Section 570.506 that are pertinent to the activities to be funded under this
Agreement. Such records shall include but not be limited to:
a. Records providing a full description of each activity undertaken;
b. Records demonstrating each activity undertaken meets one of the National
Objectives of the CDBG program;
c. Records required to determine the eligibility of activities;
d. Records demonstrating compliance with 24 CFR Section 570.505 regarding change
of use of real property acquired or improved with CDBG assistance;
e. Records demonstrating compliance with the requirements in 24 CFR Section
570.606 regarding acquisition, displacement, relocation, and replacement housing;
f. Records documenting compliance with the fair housing and equal opportunity
components of the CDBG program;
g. Documentation of all CDBG funds received from the City, eligible expenses incurred
for administration of each activity, and other financial records as required by 24 CFR
Section 570.502, and OMB (the United States Office of Management and Budget)
Circular A-110; and,
h. Any other related records as the City shall require to demonstrate compliance with
applicable Federal, state, and local rules and regulations governing these funds.
The Subrecipient shall submit quarteriy "Progress Reports" within fifteen (15) calendar
days of the end of each quarter for the full term of this Agreement. The reports must
include sufficient information to assist the City in monitoring the Subrecipient's
performance. The Subrecipient must demonstrate satisfactory performance prior to
reimbursement for expenditures.
At a minimum, the performance reports shall include the following information:
a. Total number of persons/households participating in the program during reported
period;
b. Total number of participants from Carisbad;
c. Number of low/moderate income Carisbad persons/households participating in
the program during the reporting period;
d. Age and ethnic background of Carisbad participants; and.
City Attomey Approved: 10/31/08
18248
e. Summary of program(s) provided to Carisbad participants.
The Subrecipient shall maintain client data demonstrating client eligibility for services
provided. Such data shall include at the minimum client name, address, ethnicity,
income level or other basis for determining eligibility, and a description of the service
provided. This data shall assist the Subrecipient in completing the required quarterly
progress reports to be submitted to the City.
The Subrecipient shall maintain separate accounting records for the federal CDBG
funds provided by the City. The City, Federal Grantor Agency, Comptroller General of
the United States, or any of their duly-authorized representatives shall have access to all
books, documents, papers and records maintained by the Subrecipient which directly
pertain to the above project for the purpose of audit, examination, excerpts and
transcriptions.
Unless othenA/ise notified by the City, the Subrecipient shall retain all financial records,
supporting documents and statistical reports related to the project identified under this
Agreement for a period of five (5) years after the termination of all activities funded
under this Agreement. All records subject to litigation, claims, audit findings,
negotiations, or other actions must be retained for five (5) years from the date such
action commenced or until completion of the action and resolution of all issues by the
appropriate officials and verified by official written notice to the Subrecipient, whichever
occurs later..
If the Subrecipient shall receive more than $300,000 in total federal funds in one
fiscal year from the City of Carisbad and/or any other city or agency, the Subrecipient is
required to submit a Single Audit Report. As required by the Federal Single Audit Act,
the Subrecipient shall be required to submit, to the City, a comprehensive financial audit
prepared by an independent, neutral third-party auditor. The audit shall cover financial
operations of the Subrecipient for the term of this Agreement and is due not later than
one year after expiration of the Agreement. The Subrecipient shall also be required to
submit a second audit for the following period covered under the fiscal year beginning
July 1, 2012 and ending June 30, 2013 for any funds received in fiscal year 2012-2013
per this Agreement.
7. PROGRAM REQUIREMENTS
The Subrecipient agrees to comply with the requirements of Title 24 of the Code of
Federal Regulations, Part 570 (the Housing and Urban Development regulations
concerning Community Development Block Grants). The Subrecipient also agrees to
adhere to the terms of the City's CDBG Application and Subrecipient Agreement on file
at the Housing and Neighborhood Services Department and with assurances and
agreements made, by the City to the United States Department of Housing and Urban
Development of which the Subrecipient is given notice.
The Subrecipient shall comply with applicable Uniform Administrative Requirements as
described in 24 CFR Section 570.502, the federal regulations for the CDBG Program;
the federal requirements are set forth, by reference, as a provision of this Agreement.
5
City Attomey Approved: 10/31/08
18249
The Subrecipient shall carry out all activities in compliance with all applicable Federal
laws and regulations as described in Subpart K of the CDBG Program Regulations,
such as affirmatively furthering fair housing, labor standards (Davis Bacon Act),
displacement, relocation and acquisition, and employment and contracting opportunities,
except that:
a. The Subrecipient will not assume the City's environmental responsibilities as
described in 24 CFR Section 570.604; and
b. The Subrecipient will not assume the City's responsibility for initiating the review
process required under the provisions of 24 CFR Section 52.
The provisions of Subpart K, of the CDBG Program Regulations, incorporated herein by
reference, are a condition of this Agreement.
The Subrecipient shall comply with and make good faith and reasonable efforts to carry
out the purposes of Executive Order 12166 relating to "Improving Access to Services by
Persons with Limited English Proficiency.
8. CHANGES IN USE OF FUNDS
Changes in the use of CDBG funds must be approved by the City Council and the U.S.
Department of HUD. If the Subrecipient desires a change in the use of the CDBG funds
following approval of this Agreement, a written request must be submitted to the City for
review by the City Council. No change in use of the CDBG funds will be permitted
without prior approval of the City Council.
9. CHANGES IN USE OF PROPERTY
Subrecipient shall use the subject property for a health center in Carisbad. Any change
in use for the subject property shall require approval of the City Council and the U.S.
Department of HUD.
10. NONDISCRIMINATION CLAUSE
The Subrecipient shall comply with all state and federal laws regarding
nondiscrimination in the provision of services and the equal opportunity employment of
personnel.
11. SUSPENSION AND TERMINATION OF AGREEMENT
In accordance with 24 CFR Sections 85.43 and 85.44, this Agreement may be
suspended or terminated if the Subrecipient fails to comply with any term(s) of the
award. 24 CFR Sections 85.43 and 85.44 are incorporated herein by reference, as
provisions of this Agreement.
City Attomey Approved: 10/31/08
18250
12. REVERSION OF ASSETS
Upon expiration of the Agreement, the Subrecipient shall transfer to the City any CDBG
funds on hand at the time of expiration and any accounts receivable attributable to the
use of CDBG funds. The Subrecipient shall be required to use any real property under
the Subrecipient's control that was acquired or improved in whole or in part with CDBG
funds in excess of $25,000 to either be:
a) Used to meet one of the national objectives in 24 CFR Section 570.208 of the
federal regulations until five (5) years after expiration of the Agreement; or,
b) Disposed of in a manner that results in the City being reimbursed in the amount
of the current fair market value of the property less any portion of the value
attributable to expenditures of non-CDBG funds for acquisition, or improvement
to, the property. Reimbursement is not required after the period of time specified
in paragraph (a) of this section.
13. HOLD HARMLESS AGREEMENT
The City, its officers, and employees shall not be liable for any claims, liabilities,
penalties, fines, or any damage to goods, or real or personal property of any person
whatsoever, nor for personal injuries or death caused by, or claimed to have been
caused by, or resulting from, any intentional or negligent acts, errors or omission of
Subrecipient or Subrecipient's agents, employees, or representatives arising directly or
indirectly out of performance of the project outlined in this Agreement.
Subrecipient agrees to defend, indemnify, and hold free and harmless the City, its
officers, employees and agents against any of the foregoing liabilities or claims of any
kind and any cost or expenses incurred by the City including attorneys' fees, on account
of any of the foregoing liabilities, including liabilities or claims arising out of alleged
defects in any plans or specifications for the project or facility.
14. ASSIGNMENT OF AGREEMENT
Subrecipient shall not assign this Agreement or any monies due thereunder without the
prior written consent of the City Council.
15. SUCCESSORS OR ASSIGNS
The provisions of this Subrecipient Agreement and all terms, conditions, and provisions
hereof, including Paragraph 13, "Hold Harmless Agreement", shall inure and shall bind
each of the parties hereto, and each of their respective heirs, executors, administrators,
successors, and assigns.
16. INSURANCE
City Attomey Approved: 10/31/08
182S1
The Subrecipient shall obtain and maintain policies of Commercial General Liability
insurance and a combined policy of worker's compensation and employers liability
insurance in an insurable amount of not less than one million dollars ($1,000,000) each,
unless a lower amount is approved by the City Attorney or the City Manager. The
insurance will be obtained from an insurance carrier admitted and authorized to do
business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VH" or have a surplus line insurer which is on the
State of California's List of Eligible Surplus Line Insurers with a current Best's Key
Rating of not less than "A:X".
This insurance shall be in force during the term of this Agreement and shall not be
canceled or materially changed without ten (10) days prior written notice to the City sent
by certified mail.The City shall be named as an additional insured on these policies. The
Subrecipient shall furnish certificates of insurance and required endorsements to the
Housing and Neighborhood Services Director before commencement of work.
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City Attomey Approved: 10/31/08
18252
Executed by Subrecipient this,
SUBRECIPIENT:
North Countv Health Proiect
(name of Subrecipient)
day 3 , 2012.
By:
CITY OF CARLSBAD, a municipal corporation
of the State of California
By:
(sign here)
City Manager
ATTEST:
^i^u. Idct Zra t>cl
(sign here)
(print name/title) 0
(Proper notarial acknowledgment of execution by Subrecipient must be attached.
Agreement must be signed by one corporate officer from each of the following two groups
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
BY:
(ssistant City Attorney
City Attomey Approved: 10/31/08
18253
EXHIBIT "A"
CITY OF CARLSBAD
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
SCOPE OF WORK
Subrecipient Name: NORTH COUNTY HEALTH PROJECT
Address: 150 Valpreda Road, San Marcos, CA 92069
Project Description: Funds are to be provided to assist with the purchase of property for a
health care center to serve lower income households.
Project Goals & Objectives: (Please Attach Additional Sheets As Necessary.)
1. CDBG funds will be used to fund the following activities in compliance with the project
description outlined and in conformance with the Federal regulations for the CDBG
program: (Please specify if CDBG funds will be used to fund costs associated with staffing,
rents, utilities, supplies, etc.)
Funds are to be provided to assist with the purchase of a health care center to serve lower
income households.
2. Project objectives to be accomplished during the contract period: (Please describe the
specific sen/ices or activities to be provided to low/moderate income residents with the
CDBG funds awarded. If applicable, please provide a target objective for the number of
persons/households to benefit from the Subrecipient's services/project.)
Purchase property at 1295 Carisbad Village Drive and begin improvements to open a health
center to serve lower income households before July 1, 2013.
3. Project objectives performance measures:
a. Provide quarteriy performance reports to the City of Carisbad, Housing and
Neighborhood Services Department on the CDBG Quarteriy Performance Report form
as provided.
b. Maintain records, invoices, and relevant statistics supporting the quarteriy reports.
c. Provide a final performance report, including an evaluation report of the program's
success in meeting established goals, to the City of Carisbad 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.
18254
EXHIBIT "B"
CITY OF CARLSBAD
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
BUDGET
Contract Term: July 1,2011 to June 30,2012
Subrecipient Name: NORTH COUNTY HEALTH PROJECT
Address: 150 Valpreda Road, San Marcos, CA 92069
Project Description: Funds are to be provided to assist with the purchase of property for a
health care center to serve lower income households.
The total grant amount of $1,130,000 will be used to assist with the cost
of purchasing property at 1295 Carisbad Village Drive for the health
center.
18255
State of Califomia
County of 3oU<^ fl^<gf/? )
On feS . ^OIX before me, Sjc(^dy -^yM/^cc Notary Public,
personally appeared -iCr^r^ - i^'i ^^WlV> I^K^QUOsPy^ who proved to me on the basis of
satisfactory evidence to be the person(s) whose i^me(s) i^are s(libscribed to the within instmment and
acknowledged to me that ^^/they executed the same in liis/l^tr/their authorized capacity(ies), and that
by IjJS'/^/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.
WITNESS my hand and official seal.
Signa
4 XlifeKD. SJOBERG-ZYNDA \
COMM. # 1851003 2
OSIJ^SNOTARY PUBLIC - CALIFORNIA W
5r€^^t7 SAN DIEGO COUNTY 0
1 N^^^COMM. EXPIRES JUNE 21. 20131
(Seal)
State of Califomia
County of
On
personally appeared_
before me, _, Notary Public,
, 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 Califomia that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
13L
18256
ACKNOWLEDGMENT
State of California
County of San Diego )
On February 23, 2012 before me. Sheila Renae Cobian, Notary Public
(insert name and title of the officer)
personally appeared Lisa Hildabrand
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.
WITNESS my hand and official seal. ^Sa |
t^^^J San Diego County i
I NSlB^ Mynomm. Expires May 10.2013 L
^ %m ' ' '
Signature ^?j^i.QCiK'pQJyvvt (^f>^MiL (Seal)
»3