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HomeMy WebLinkAbout1999-10-19; City Council; 15448; CDBG Funds By Join Hands Save A LifeI ’ CITY OF CARLSBAD - AGEWA BILL t 4B# 15,448 TITLE- ; -- 10/19/99 APPROVAL OF SUBRECIPIENT AGREEMENT AND MTG. RELATED LOAN DOCUMENTS FOR USE OF FEDERAL IEPT. H/RED COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS BY JOIN HANDS-SAVE A LIFE CSlY L4GR.a RECOMMENDED ACTION: Adopt Resolution No. gg-467 approving the Community Development Block Grant (CDBG) Subrecipient Agreement and related loan documents for use of federal CDBG funds by the Join Hands- Save a Life organization. ITEM EXPLANATION: Join Hands-Save a Life is a Carlsbad based non-profit organization which provides positive alternatives to gang recruitment through sports and other recreational or social activities. The City provided Join Hands- Save a Life with $81,599.20 in Community Development Block Grant (CDBG) funds during the 1994-95 program year to purchase property on the west side of Roosevelt Street between Pine Avenue and Walnut Avenue on which Join Hands plans to construct a youth facility. Over the past five years since purchasing the property, an additional $312,397.80 in CDBG funds has been allocated to Join Hands for construction of the facility. City Council has previously indicated that the CDBG funds for construction are to be provided in the form of a forgivable loan which is secured by a deed of trust against the property. Based on previous direction provided by the City Council, staff has prepared the attached Subrecipient Agreement, Promissory Note, and Deed of Trust and Security Agreement which will require that any CDBG funds used for construction of the Join Hands youth facility be repaid to the City in the event the facility is used for any purpose other than a youth recreation center for a period of 20 years. In the event the facility is no longer used for youth programs, Join Hands-Save a Life will be required to repay the full amount of the loan. If any revenue is received for repayment of the subject loan, those funds would be available to the City Council for reallocation to other CDBG eligible activities. The Join Hands Subrecipient Agreement and related documents have been specifically drafted to address issues related to the ultimate use of the subject facility and on-going operation of the facility. The key terms of the agreement are as follows. l CDBG funds for construction of a facility shall be provided in the form of a no interest, deferred and forgivable loan. l Term of loan is 20 years, and forgivable upon expiration of term. l Loan is not assumable without prior written approval of Council. l Loan is due if property is sold or transferred, or if Join Hands does not operate facility in a manner which is consistent with Redevelopment Permit. l Loan is secured by the property. Join Hands has concerns about the required documents and has not yet executed them. Mr. Frank Sorino has requested the opportunity to speak to the Council regarding his concerns. If the Council accepts the agreements as prepared by staff, Join Hands will be required to sign them to receive the approved CDBG funds. If the Council wishes to modify the agreements, staff may be so instructed during the action on this matter. It is staffs recommendation that the attached subrecipient agreement and related loan documents be approved by the City Council. I -- A b ’ Page’ 2 of Agenda Bill No. 15,448 The Planning Department has conducted an environmental review of the project pursuant to the Guidelines for Implementation of the California Environmental Quality Act and the Environmental Protection Ordinance of the City of Carlsbad. As a result of said review, a Negative Declaration was issued by the Planning Director on September 19, 1997 and made available to the public. No comments were received on the environmental document. The Housing and Redevelopment Commission adopted Resolution No. 306 on March 2, 1999 approving the Negative Declaration. Housing and Redevelopment Department staff is currently processing additional environmental review documents required by the federal government for release of the CDBG funds. FISCAL IMPACT: No fiscal impact on the General Fund. The project will be funded through the federal CDBG program. EXHIBITS: 1. Resolution No. 99-467 CDBG funds. approving agreements with Join Hands-Save a Life for federal 2. Subrecipient Agreement between the City and Join Hands-Save a Life. 3. Promissory Note from Join Hands-Save a Life. 4. Deed of Trust and Security Agreement. RESOLUTION NO. 99-467 6 7 0 9 10 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AGREEMENTS FOR THE CITY OF CARLSBAD’S FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM. WHEREAS, the City Council of the City of Carlsbad, California, has selected programs to receive funding under the City’s Community Development Block Grant (CDBG).?rogram; and WHEREAS, the City Council of the City of Carlsbad, California, has considered the required agreements for providing ?:. Community Development Block Grant funds to the Join Hands Save-a-Life 11 organization for construction of a youth facility; and 12 WHEREAS, the City Council has taken all testimony into account. 13 14 15 16 17 18 NOW, THEREFORE, BE IT RESOLVED as follows: 1. That the above recitations are true and correct. 2. That the City Council hereby approves a Subrecipient Agreement and related loan documents for use of Community Development Block Grant funds by Join Hands Save-a-Life. 19 20 21 22 23 24 25 26 27 3. That the Mayor is authorized to sign the agreements on behalf of the City II II II If N of Carlsbad. 28 /I PASSED, APPROVED, AND ADOPTED by the City Council of the City of Carlsbad, California, held on the day of 9th NOVEMBER , 1999, by the following vote, to wit: AYES: Council Members Lewis, Hall, Finnila, Nygaard, Kulchin NOES: None ABSENT: None ABSTAIN: ATTEST: t ALETHA L.%k-&ENK%ANZ, CITY CLERK KAREN R. KUNDTZ, Assistant City Clerk C RESO NO. 99-467 - EXHIBIT 2 RECORDING REQUESTED BY: City of Carlsbad WHEN RECORDED MAIL TO: City of Carlsbad City Clerk’s Office Attn: City Clerk 1200 Carlsbad Village Drive Carlsbad, Ca. 92008 (Space above for Recorder’s Use) AGREEMENT BETWEEN THE CITY OF CARLSBAD AND JOIN HANDS - SAVE A LIFE FOR FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS THIS AGREEMENT, made and entered into as of this of day 1999 by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City”, and JOIN HANDS - SAVE A LIFE, 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 has the need to provide assistance to non-profit public service providers who offer programs, activities and services to low and moderate income youths within the community; and, WHEREAS, the Subrecipient has been, and desires to continue, providing these services for low and moderate income youths with assistance from the City and construction of a new youth facility; and, WHEREAS, the Redevelopment Agency has approved the appropriate discretionary land use permit and conducted an environmental review which resulted in issuance of a Negative Declaration for construction of the new Join Hands - Save a Life Youth Facility pursuant to the Guidelines for Implementation of the California Environmental Quality Act; and, WHEREAS, the U.S. Department of Housing and Urban Development has approved Annual Consolidated Funding Strategies and Plans for Community Development Block Grant funds for the City (hereinafter referred to as “Annual Consolidated Plans”). NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Subrecipient agree as follows: 1. STATEMENT OF WORK AND DESCRIPTION OF LOAN For Program Years 199596, 1996-97, 1997-98, 1998-99, and 1999-2000, the City of Carlsbad has allocated federal Community Development Block Grant (CDBG) funds in the total amount of three hundred twelve thousand three hundred seven dollars and eighty cents ($312,307.80) for construction of a new youth facility to be owned and operated by the Join Hands-Save a Life organization. This funding shall be provided in the form of a no interest, deferred, and forgivable loan to the Join Hands Organization. The purpose of the loan is to provide funds to be used specifically for costs related to the construction of a new, single floor youth facility which shall be no larger than 6,175 square feet in size. These costs may include professional services related to construction of said facility, such as those provided by architects and engineers. The facility shall be constructed on property located on the west side of Roosevelt Street between Pine and Walnut Streets in the City of Carlsbad, California, which was previously purchased with federal funds. The Subrecipient agrees to use all federal funds provided by the City to the Subrecipient pursuant to the provisions of this Agreement, the Scope of Work, attached hereto as Exhibit “A”, and in accordance with the terms of the Annual Consolidated Plan. Every effort shall be made by the Subrecipient to expend the allocated funds in their entirety by June 30, 2000. 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 will either agree to grant the extension or notify the Subrecipient that 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 final Certificate of Occupancy is issued for the subject facility. Subrecipient acknowledges that the subject loan is given in connection with the construction and operation of a youth facility 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 facility for low and moderate income youths and teens consistent with the requirements of the permits governing the use of the facility and the Subrecipient’s application to the City requesting financial assistance, whichever occurs first. The loan shall be forgivable upon expiration of the term of the loan if the facility has been maintained and operated as a youth facility consistent with the requirements of the permits governing the use of the facility for the full term of the loan and other conditions as set forth within this Agreement. 3. DISBURSEMENT OF FUNDS The City shall disburse no greater than forty-five thousand dollars ($45,000) of the loan proceeds for the purpose of financing costs related to professional services required for the preparation of appropriate plans to obtain building and other related permits for construction of the proposed facility and/or payment of permit fees. Professional services may include, but are not limited to, those services provided by architects and engineers. Loan proceeds for professional services and/or permit fees will be disbursed only after the City has received the Subrecipient’s disbursement request and any required documentation to support the request. If a 2 payment is to be made directly to the contractor or the provider of the professional services, the Subrecipient must certify in writing that the work for which disbursement is requested has been completed (although the City reserves the right to inspect the work and make an independent evaluation), and authorizes the City to pay the contractor or provider directly. The remaining loan proceeds up to the maximum allocation of $312,307.80 shall not be disbursed by the City to the Subrecipient until all of the following conditions are satisfied: (a) Contractor Estimate. Subrecipient shall provide to the City a minimum of three (3) estimates of the construction costs for all improvements set forth and required by approval of Major Redevelopment Permit 97-03. The cost estimates must be submitted by a general contractor currently licensed to conduct business within the State of California. (b) Budget. Subrecipient shall certify to the City in writing that the City Loan, together with any other financing to be provided by or obtained by Subrecipient, is projected to be sufficient to pay all estimated construction, and other related development costs of the proposed project. This certification shall include a construction budget with project expenses and revenue for said project. Payment for eligible expenses shall be made in accordance with said construction budget to be provided as Exhibit “B” to this Agreement and in accordance with performance. Subrecipient must certify that the budget includes only allowable costs and an accurate analysis of costs applicable to the CDBG funds pursuant to 24 CFR Part 502. (c) Execution, Delivery and Recordation of City Loan Documents. Subrecipient shall execute and deliver to the City a Deed of Trust and Security Agreement and Promissory Note, and any other documents and instruments required to be executed and delivered to secure said loan, all in form and substance satisfactory to the City Attorney for the City of Carlsbad. The Deed of Trust to secure the loan shall be recorded against Subrecipient’s fee interest in the Land described herein. (d) Redesign of Facility. Subrecipient shall submit, and obtain Housing and Redevelopment Director approval of, plans which reflect a redesign of the front portion of the proposed facility to increase its articulation and visual appearance as required per conditions of approval of said facility. (e) Building Permits. Subrecipient shall obtain approval by the City of all required building permits for construction of the subject facility and related improvements. (0 Construction Contracts. Subrecipient must submit and receive City approval of all contracts that the Subrecipient has entered, or proposed to enter into, for construction of the subject facility. Each construction contract that the Subrecipient enters for construction of the proposed facility shall provide that at least ten percent (10%) of the costs incurred shall be payable only upon completion of said contractor’s construction. Upon satisfaction of the conditions set forth above, the City shall promptly disburse the City Loan proceeds to Subrecipient from time to time upon receipt of written requests from the 3 Subrecipient. The written requests for loan disbursements shall be accompanied by a copy of the bill or invoice covering a cost incurred or to be incurred. No more than 90 percent of the total agreed upon loan disbursements will be paid during the performance of this Agreement. The balance due (remaining 10 percent) shall be paid upon final certification by the City that Subrecipient has administered the activities in compliance with all applicable Federal, state, and local rules and regulations governing these funds, and in a manner satisfactory to the City. 4. PROGRAM INCOME The Subrecipient shall report, to the City, any interest, or other income, earned as a direct result of the use of federal CDBG funds for the project 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 the federal regulations Section 570.504 which are incorporated herein by reference. 5. LABOR. MATERIALS AND SUPPLIES: The Subrecipient shall furnish all labor, materials and services and bear all expenses necessary to construct the subject project and subsequently provide the proposed programs as outlined in this Agreement. Under this Agreement, the City’s only financial obligation to the Subrecipient is to provide the CDBG funds of $312,307.80 maximum in the form of a no interest, deferred and forgivable (after 20 years) loan as approved by the City Council for facility construction purposes. 6. RECORDS AND REPORTS As applicable, the Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506 that are pertinent to the construction activities to be funded under this Agreement. Such records may include, but are not be limited to: a. b. C. d. e. f. g. h. Records providing a full description of each activity undertaken; Records demonstrating how each activity undertaken meets one of the National Objectives of the CDBG program; Records required to determine the eligibility of activities; Records demonstrating compliance with Section 570.505 regarding change of use of real property acquired or improved with CDBG assistance; Records demonstrating compliance with the requirements in Section 570.606 regarding acquisition, displacement, relocation, and replacement housing; Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; 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 Part 570.502, and OMB Circular A-l 10; and, Any other related records as the City shall require to demonstrate compliance with applicable Federal, state, and local rules and regulations governing these funds. The Subrecipient shall submit quarterly “Progress Reports” within fifteen (15) calendar days of the end of each quarter for the full term of this Agreement. The final progress report is due no 4 later than July 15, 2000. The report must include sufficient information to assist the City in monitoring the Subrecipient’s performance as related to construction of the subject facility. The Subrecipient must demonstrate satisfactory performance prior to receiving loan disbursements for the subject project. For the full term of the subject loan, the Subrecipient shall provide quarterly performance reports as related to the clients served by the subject facility following final Certificate of Occupancy. The performance reports shall include the following information: a. b. C. d. e. Total number of persons/households participating in the program during reported period; Total number of participants from Carlsbad; Number of low/moderate income Carlsbad persons/households participating in the program during the reporting period; Age and ethnic background of Carlsbad participants; and, Summary of program(s) provided to Carlsbad participants. The Subrecipient shall maintain client data demonstrating client eligibility for services ,..provided. Such data shall include at the minimum client name, address, ethnic&y, income level or other basis for determining eligibility, and description of 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 otherwise notified by the City, the Subrecipient shall retain all financial records, supporting documents and statistical reports related to the project identified under this agreement for a period of three (3) 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 three (3) years from the date such action commenced or until completion of the action and resolution of all issues by the appropriate officials and the Subrecipient has been given official written notice, whichever occurs later. For each fiscal year during the full term of the subject loan, 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 period from July 1 to June 30 for each year this Agreement remains in effect. The required audit shall be submitted to the City no later than October 1 for the preceding fiscal year of operations. 7. PROGRAM REOUIREMENTS 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 and with assurances and agreements made, by the City, to the United States Department of Housing and Urban Development. 5 8 The Subrecipient shall comply with applicable Uniform Administrative Requirements as described in Section 570.502 of the federal regulations for the CDBG Program; the federal requirements are set forth, by reference, as a provision of this agreement. The Subrecipient shall carry out all activities in compliance with all Federal laws and regulations as described in Subpart K of the CDBG Program Regulations, such as affirmatively furthering fair housing, labor standards (Davis Bacon Act), displacement, relocation and acquisition, and employment and contracting opportunities, except that: a. The Subrecipient will not assume the City’s environmental responsibilities as described in 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 Code of Federal Regulations Part 52. The provisions of Subpart K, of the CDBG Program Regulations, are set forth, by reference, as a condition of this agreement. The Subrecipient shall comply with all federal regulations related to the use of CDBG funds by religious organizations, if applicable to this agreement and the approved project outlined herein. 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 formal review by the City Council. No change in use of the CDBG funds will be permitted by the City without prior formal approval by the City Council of the City of Carlsbad. 9. CHANGES IN USE OF FACILITY Subrecipient shall use the subject facility primarily for the regular and routine activities designed for low income youths and teens as set forth in Major Redevelopment Permit 97-03. The facility shall not be leased for any non-organization, adult-oriented activity at any time. The facility is not approved for any type of residential use and no person shall be allowed to live in the building nor shall any residential eating or sleeping facilities be included within the facility. Any change in use for the subject property shall require approval of the appropriate redevelopment permit by the appropriate decision-making authority within the City of Carlsbad. 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 6 ,. 1. In accordance with Section 24, Parts 85.43 and 85.44 of the Code of Federal Regulations, this agreement may be suspended or terminated if the Subrecipient fails to comply with any term(s) of the award and/or the award is terminated for convenience. Section 24, Parts 85.43 and 85.44 of the Code of Federal Regulations are set forth, by reference, as provisions of this agreement. 12. REPAYMENT OF GRANT FUNDS Repayment of all of the CDBG funds paid to Subrecipient under this Agreement will be required if at any time during the twenty (20) year term of this Agreement the property is sold or transferred or the property is no longer used for its intended purposes as set forth within this. Agreement. 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, properties, or effects 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 in completion of the project outlined in this agreement. Subrecipient agrees to defend, indemnify, and save free and harmless the City and its officers and employees against any of the foregoing liabilities or claims of any kind and any cost/and expense that is incurred by the City on account of any of the foregoing liabilities, including liabilities or claims by reason of alleged defects in any plans and specifications for the project or facility. 14. ASSIGNMENT OF AGREEMENT The Subrecipient shall not assign this agreement or any monies due thereunder without the prior written consent of the City Council of the City of Carlsbad. 15. SUCCESSORS OR ASSIGNS Subject to the provisions of this Subrecipient Agreement Paragraph 13, “Hold Harmless Agreement,” all terms, conditions, and provisions hereof shall insure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. I/// ///I //it ///I //II //I/ l/II II/l II// l//l l//l l/II -- 16. INSURANCE The Subrecipient shall obtain and maintain policies of general liability insurance and a combined policy of worker’s compensation and employers liability insurance from an insurance company authorized to do business in the State of California which meets the requirements of City Council Resolution No. 91-403 in an insurable amount of not less than one million dollars ($l,OOO,OOO) each, unless a lower amount is approved by the City Attorney or the City Manager. This insurance shall be in force during the term of this agreement and shall not be canceled without thirty (30) 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 to the City before commencement of work. IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the day and year first written above. Join Hands - Save a Life, a non-profit corporation, FRANK ANTHONY SORINO, President CITY OF CARLSBAD, a municipal corporation of the State of California CLAUDE A. “BUD” LEWIS, Mayor ATTEST: ALETHA L. RAUTENKRANZ, City Clerk APPROVED AS TO FORM: RONALD R. BALL, City Attorney EXHIBIT “A” CITY OF CARLSBAD COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM SCOPE OF WORK Contract Term: July 1, 1998 to June 30, 2000 Subrecipient Name: Address: JOIN HANDS - SAVE A LIFE 3528 Madison Street, Carlsbad, CA Project Description: Construction of facility. 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 fwtd costs associated with stafing, rents, utilities, supplies, etc.) Construction of 6175 square foot youth facility. 2. Project objectives performance measures: a. Provide quarterly performance reports to the City of Carlsbad, Housing and Redevelopment Department on the CDBG Quarterly Performance Report form as provided. b. Maintain records, invoices, and relevant statistics supporting the quarterly reports. c. Provide a final performance report, including an evaluation report of the program’s success in meeting established goals, to the City of Carlsbad Housing and Redevelopment Department within 15 days of termination of the contract date on the CDBG Annual Performance Report form as provided. d. Provide notification to the City of any audits or investigations including results, findings, and/or liens. EXHIBIT “B” CITY OF CARLSBAD COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM BUDGET Contract Term July 1, 1998 to June 30,200O Subrecipient Name: Address: Join Hands - Save a Life 3528 Madison Street, Carlsbad, CA Project Description: Construction of youth facility. Cost Breakdown: See attached budget detail page. 10 /3 JOIN HANDS - SAVE A LIFE MULTIPURPOSE GYM BUILDING EXPENSES EXCAVATION & SITE GRADING CONCRETE METAL BUILDING WINDOWS DOORS STUCCO MISC. ROOFING DETAILS CARPENTRY ELECTRICAL PLUMBING (ROUGH & FINISH) 1NSULATION DRYWALL TILE FURNISHINGS PERMITS SITE WORK SUPERVISION OVERHEAD & PROFIT PREVAILING WAGE 5,ooo.oo 20,000.00 70,000.00 12,700.OO 5,300.oo 25,OOO.OO 1 ,ooo.oo 7,500.oo 13,ooo.oo 15,OOO.OO 1,050.OO 4,ooo.oo 2,500.OO 32,OOO.OO 15,ooo.oo 20,000.00 14,ooo.oo 29,105.oo 00.00 TOTAL EXPENSES 352,155.OO EXPENDITURES PROFESSIONAL SERVICES & FEE’S 26,760.74 (AS OF 12/31/98) REVENUES CONTRIBUTIONS MATCHING FUNDS FURNISHINGS MATERIAL DONATIONS & AT COST SAVING CDBG 95196 CDBG 96197 CDBG 97198 CDBG 98199 TOTAL REVENUES 48,500.OO 20,307.80 32,OOO.OO 34,500.oo 74,ooo.oo 48,000.00 75,ooo.oo 20,307.80 352.615.60 NET SURPLUS/LOSS (460.60) EXHIBIT 3 NOTE TO BORROWER: This Note is not assumable. PROMISSORY NOTE Secured by a Deed of Trust $312,307.80 (Property Address) (the “property”). FOR VALUE RECEIVED, JOIN HANDS-SAVE A LIFE, a California nonprofit corporation (“Borrower”), promises to pay to the City of Carlsbad, a municipal corporation (“City”), the principal sum of Three Hundred Twelve Thousand Three Hundred Seven Dollars and Eighty Cents ($31 Z&307.80), or so much thereof as is advanced to Borrower by the City pursuant to the Agreement Between the City of Carlsbad and Join Hands-Save a Life for Federal Community Development Block Grant Funds. 1. Loan Aareement. This City Promissory Note is made pursuant to a Community Development Block Grant Subrecipient Agreement dated (the “Agreement”) by and between the Borrower and the City. 2. Use of Funds. Borrower is constructing a new youth facility on properties identified as lots 204-08 l-08, 204-08 I-09, and 204-08 l-l 0 within the Village Redevelopment Area of the City of Carlsbad. This Note evidences the loan made by the City to assist Borrower in constructing the subject facility for operation of youth programs to benefit low and moderate income persons consistent with the requirements of permits governing its use. . 3. Security. This Note is secured through concurrent execution of a Deed of Trust and Security Agreement, herein after referred to as Deed of Trust, and recordation of said Deed of Trust in the Office of the San Diego County Recorder. 4. Transfer or AssumDtion of Note. Borrower acknowledges that this Note is given in connection with the construction and operation of a new facility as part of a program of the City to assist in providing programs and activities for low and moderate income youths and teens. Consequently, this Note is not assumable by transferees of the Property and is due and payable upon the date the property is sold or transferred, or upon failure of Subrecipient to operate the facility for low and moderate income youths and teens consistent with the requirements of the permits governing the use of Join Hands Promissory Note 09/02/99 the facility and the Subrecipient’s application to the City requesting financial assistance. 5. Interest. There will be no interest charged on the Loan. 6. Term. The term of this City Promissory Note (the “Term”) shall commence on the date this City Note is executed and shall expire twenty (20) years from the date the final Certificate of Occupancy is issued for the youth facility to be constructed by the Join Hands-Save a Life organization, or the date any portion of the property and/or improvements are sold or transferred, or failure of the Borrower to operate a youth facility on the property consistent with the requirements of permits governing the use of the facility and Borrower’s application to the City requesting financial assistance, whichever occurs first. 7. Amount and Time of Payments. Unless the loan has been forgiven according to Paragraph 9 below, the principal amount of this Note shall be due and payable in full upon the first of the following to occur after the date of this Note: (I) the date of the first sale or transfer of the Property, or (II) failure of the Borrower to operate a youth facility on the Property consistent with the requirements of permits governing the use of the facility and Borrower’s application to the City requesting financial assistance. 8. Deferral. Provided that the Borrower complies with the terms of the Deed of Trust and the Agreement between the City and the Borrower for Federal Community Development Block Grant Funds, the amount due and payable under this Note shall be deferred until expiration of the agreement, or upon Borrower’s sale of the Property and/or related improvements, or upon failure of Subrecipient to operate a facility for low and moderate income youths and teens consistent with the requirements of the permits governing the use of the facility and Subrecipient’s application to the City for financial assistance from the CDBG program, whichever occurs first. 9. Foraivable. The loan shall be forgivable upon expiration of the twenty year term of the loan if the facility has been maintained and operated as a youth facility consistent with the requirements of the permits governing the use of the facility for the full term of the loan. 10. Acceleration. Upon the occurrence of a default under the Subrecipient Agreement between the City and Borrower for Community Development Block Grant Funds and Deed of Trust, and expiration of all applicable notice and cure periods (an “Event of Default”), the City shall have the right to accelerate the Due Date of this Note and declare all of the unpaid principal immediately due and payable. Any failure by the City to pursue its legal and equitable remedies upon an Event of Default shall not constitute a waiver of the City’s right to declare an Event of Default and exercise all of its rights under this City Note, the Subrecipient Agreement, and the Deed of Trust. Nor shall acceptance by the City of any payment Join Hands Promissory Note 2 09/02/99 provided for herein constitute a waiver of the City’s right to require prompt payment of any remaining principal. 11. No Offset. Borrower hereby waives any rights of offset it now has or may hereafter have against the City, its successors and assigns. 12. Waiver; Attorneys’ Fees. Borrower and any endorsers or guarantors of this City Note, for themselves, their heirs, legal representatives, successors and assigns, respectively, severally waive diligence, presentment, protest, and demand, and notice of protest, dishonor and non-payment of this City Note, and expressly waive any rights to be released by reason of any extension of time or change in terms of payment, or change, alteration or release of any security given for the payments hereof, and expressly waive the right to plead any and all statutes of limitations as a defense to any demand on this City Note or agreement to pay the same, and jointly and severally agree to pay all costs of collection when incurred, including reasonable attorneys’ fees. If an action is instituted on this City Note, the undersigned promises to pay, in addition to the costs and disbursements allowed by law, such sum as a court may adjudge reasonable as attorneys’ fees in such action. 13. Manner and Place of Payment. All payments of principal due under this City Note shall be payable in lawful money of the United States of America at the office of the City of Carlsbad, Housing and Redevelopment Department, 2965 Roosevelt Drive, Suite B, Carlsbad, California 92008, or such other address as the City may designate in writing. 14. No Waiver bv the Citv. No waiver of any breach, default, or failure of condition under the terms of this Note shall be implied from any failure of the City to take action with respect to such breach, default or failure or from any previous waiver of any similar or unrelated breach, default or failure. 15. Givina of Notices. Except for any notice required under applicable law to be given in another manner, any notice to Borrower provided for in this Note shall be sent certified mail, return receipt requested or express delivery service with a delivery receipt, or personally delivered with a delivery receipt obtained, and shall be deemed to be effective as of the date shown on the delivery receipt as the date of delivery, the date delivery was refused, or the date the notice was returned as undeliverable. Notices shall be directed as follows: Borrower: Join Hands-Save a Life 3528 Madison Street Carlsbad, Ca. 92008 Attn: Executive Director Join Hands Promissory Note 09/02/99 Citv of Carlsbad: Housing and Redevelopment Department 2965 Roosevelt Street, Suite B Carlsbad, Ca. 92008 Attn: Executive Director The parties may subsequently change addresses by providing written notice of the change in address to the other parties in accordance with this Section. 16. Joint and Several Obligations. This Note is the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns. 17. Controlling Law. This Note shall be construed in accordance with and be governed by the laws of the State of California. 18. Assignment by the City. The City may assign its right to receive the proceeds under this Note to any person and upon notice to Borrower by the City all payments shall be made to the assignee. 19. Invalid Provisions. If any one or more of the provisions contained in this Note shall for any reason by held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Note, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Note. 20. Entire Agreement. This Note (along with the Deed of Trust) sets forth the entire understanding and agreement of the City and Borrower and any amendment, alteration or interpretation of this Note must be in writing signed by both the City and Borrower. IN WITNESS WHEREOF the parties hereto have caused this Promissory Note to be executed as of the day and year first written above. BORROWER: JOIN HANDS - SAVE A LIFE, a California Non-Profit Corporation By: Join Hands Promissory Note 4 09/02/99 EXHIBIT 4 RECORDING REQUESTED BY: City of Carlsbad WHEN RECORDED MAIL TO: City of Carlsbad City Clerk’s Office Attn: City Clerk 1200 Carlsbad Village Drive Carlsbad CA 92008 (Space above for Recorder’s Use) NOTE TO BORROWER: This Deed of Trust Contains Provisions Prohibiting Assumptions DEED OF TRUST AND SECURITY AGREEMENT THI’S DEED OF TRUST AND SECURITY AGREEMENT (“Security Instrument”) is made on the day of Il9-J among Join Hands - Save a Life, a non-profit corporation, (“Borrower”) as trustor, and Lawyers Title Company, a California corporation (“Trustee”), and the City of Carlsbad, a municipal corporation (“the City”), as beneficiary. The Borrower, in consideration of the promises herein recited and the trust herein created, irrevocably grants, transfers, conveys and assigns to the Trustee, in trust, with power of sale, the property located in the City of Carlsbad, State of California, which has the address of and is further described in the attached Exhibit “A” (the “Property”). TOGETHER WITH all easements, appurtenances, and fixtures now or hereafter a part of the property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Security Instrument; and, TO SECURE to the City the repayment of the sums evidenced by a promissory note executed by the Borrower to the City dated el9- the principal sum of three hundred twelve thousand, three hundred and seven dollars and eighty cents ($312,300.80) (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. 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 this Security Instrument, 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 construction of a youth facility as part of a program of the City to assist with the provision of recreational opportunities for youth from low and moderate income families. Consequently, the Note is not assumable by transferees of the Property, but is due and payable in full upon expiration of the term of the Note, or on the date the Property is sold or transferred, whichever occurs first. 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. -2- 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 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. P,.. .’ Unless the 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 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 youth facility 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 - 3 - 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 interest., upon notice from the City to Borrower requesting payment. Nothing contained in this Section will require the City to incur any expense or take any action hereunder. 7. Inspection. The City or its agent may make reasonable entries upon and inspections of the Property. the City shall give Borrower notice at the time of or prior to an inspection specifying reasonable cause for the inspection. 8. Forbearance By the City Not a Waiver. Any forbearance by the City in exercising any right or remedy will not be a waiver of the exercise of any such right or remedy. 9. Remedies Cumulative. All remedies provided in this Security Instrument are distinct and cumulative to any other right or remedy under this Security Instrument or any other document, or afforded by law or equity, and may be exercised concurrently, independently, or successfully. 10. Successors and Assigns Bound; Joint and Several Liability. The covenants and agreements of this Security Instrument shall bind and benefit the respective successors and assigns of the City and Borrower, subject to the provisions of this Security Instrument. Borrower’s covenants and agreements shall be joint and several. 11. Notices. Except for any notice required under applicable law to be given in another manner, any notice to Borrower provided ,for in this Security Instrument shall be sent certified mail, return receipt requested or express delivery service with a delivery receipt, or personally delivered with a delivery receipt obtained, and shall be deemed to be effective as of the date shown of the delivery receipt as the date of delivery, the date delivery was refused, or the date the notice was returned as undeliverable. Notices shall be directed as follows: Borrower: Join Hands - Save a Life 3598 Madison Street Carlsbad, CA 92008 Attn: President Citv of Carlsbad: Housing and Redevelopment Department 2965 Roosevelt Street Suite B Carlsbad CA 92008-2389 Attn: Housing and Redevelopment 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 - 4 - 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 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 on any covenant or agreement of the Borrower in this Security Instrument, including, but not limited to, the covenants to pay, when due, any sums secured by this deed of Trust, the City, prior to acceleration shall give notice to Borrower specifying: (1) the breach; (2) if the breach is curable; (3) the action required to cure the breach; (4) a date, not less than 30 days from the date the notice is given to Borrower by which the breach must be cured; and (5) if the breach is curable, failure to cure the breach on or before the date specified in the notice may result in acceleration of the sums secured by this Security Instrument and sale of the Property. The notice shall further inform Borrower of the right to reinstate after acceleration and the right to bring a court action to assert the non-existence of a default or any other defense of Borrower to acceleration and sale. If the breach is not cured by the Borrower on or before the date specified in the notice, then the City, at its option may: (a) require immediate payment in full of all sums secured by this Security Instrument without further demand and may invoke the power of sale and any other remedies permitted by California law; (b) either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Property, in its own name or in the name of the Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom or protect the security thereof. The entering upon and taking possession of the Property shall not cure or waive any breach hereunder or invalidate any act done in response to such breach and notwithstanding the continuance in possession of the Property, the City shall be entitled to exercise every right provided for in this Security Instrument or by law upon occurrence of any uncured breach, including the right to exercise the power of sale; (c) commence an action to foreclose this Security Instrument as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (d) deliver to the Trustee a written declaration of default and demand for sale, pursuant to the provisions for notice of sale found at California Civil Code Sections 2924, et seq., as amended from time to time; or (e) exercise all other rights and remedies provided herein, in the instruments by which the Borrower acquires title to any Property, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law. The City shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this Section, including, but not limited to, reasonable attorney’s fees. -5- 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 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, Sncluding, 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, the City will surrender this Security Instrument and the Note to the Trustee. The Trustee will reconvey the Property without warranty and without charge to the person or persons legally entitled thereto. Such person or persons will pay all costs of recordation, if any. 19. Substitute Trustee. The City, at its option, may from time to time remove Trustee and appoint a successor trustee to any Trustee appointed hereunder. The successor trustee shall succeed to all the title, power and duties conferred upon Trustee herein and by applicable law. 20. Hazardous Substances. Borrower shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances on or in the Property. Borrower shall not do, nor allow anyone else to do, anything affecting the Property that is in violation of any Environmental Law. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Property. Borrower shall promptly give the City written notice of any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Property and any Hazardous Substance or Environmental Law of which Borrower has actual knowledge. If Borrower learns, or is notified by any governmental or regulatory authority, that any removal or other remediation of any Hazardous Substance affecting the Property is necessary, Borrower shall promptly take all necessary remedial - 6 - - . . ‘. 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 Section, “Environmental Law” means federal laws and laws of the jurisdiction where the Property is located that relate to health, safety or environmental protection. IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the day and year first written above. Join Hands - Save a Life, a non-profit corporation, Frank Sorino, President CITY OF CARLSBAD, a municipal corporation of the State of California CLAUDE A. “BUD” LEWIS, Mayor ATTEST: ALETHA L. RAUTENKRANZ, City Clerk APPROVED AS TO FORM: RONALD R. BALL, City Attorney - 7 - EXHIBIT A Legal Property Description The land is situated in the State of California County of San Diego LOTS 27,28, AND 29 IN BLOCK 31 OF THE TOWNE OF CARLSBAD, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF 535, FILED IN THE OFFICE OF.THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 2, 1880. - 8 - OCT-22-99 84:29 Pm JUlN HHNU3 3”YC 14 LI~C (0 -’ ..>: ‘JOIN HANDS SAVE A LIFE I A Nongroflt Charltabh Corporation, Pmsldent,CEU Crank AnrhonySodno.3528MadrsanSlreel Cafkbsd,CA. 92OONl34 Phone.(760)-7204540 Donallonswx dedutrable10#.330592tdO All Receive-Agenda hm #!$ ForthcInf~onof~ JI~S.~ 1. CITY corn ASStOGC AA? CCJd- .;!j :*I ?I 3 $ ,. .:+ .;;j ,*‘ il .!1 .- :;2 :i.! :2? .G : :4 d , T 3< .A .::3 7 I,‘. ! .p it .n>-ry r::.lncern iI- tbf:. Sill/ 0t’ c:? .I.. ! 7% ’ ’ .‘i (‘I ,(J :j 7, 3 ; ? ;\ L i f e ~~l&.&~~~ jj <.iJ k :: 7 i-’ I. Et t? ‘.; 1, f (J 1 1 j r 2 q u e S t a 1; 3 rl t i 17 c a n c e 0 i r? !-I i :J 1: t c 0 !? T‘ 2 ti, , 1 G . ‘2 : I‘ i, ’ ‘, 1 .-I 1 I 1.1 :: i l. ri:vtf+. iny to Noccmt:e: -2, 1999. ['i ,si t- .: f: k!f! fij c f, t '1 a t t h e C r-j 3 i J.':,I 13 n 0 f 0 u r 2 t:: i, r ,; 0 [ 1 i i : P :,; ? 2. :. :: * ':' ‘, !.. 7 -, 4 a ': t Pflil T kc.: October .ir:;, !:Jg? meeting. 1: ! *-: k : .: ! l..l ynT-\ . P:JCh for y08JI ::i.~r~~Iderat.'i.i,r:. To whom it may concern in the City of Carlsbad in regards to Join Hands Save a Life. We respectfully request a continuance of our October 26, 1999 City Council.meeting to November 2, 1999. Due to the fact that the Chairman of our Board of Directors cannot attend the October 26, 1999 meeting. Thank you very much for your consideration. Frank Anthony Sorino President, Join Hands Save A Life JOIN HANDS-SAVE A LIFE 3528 Madison Street Carlsbad, CA 92008 (760) 720-0540 Resolution of the Board of Directors of Join Hands Save A Life of November 20,200O We, the members of the Join Hands Save a Life Board of Directors, do hereby authorize Frank Anthony Sorino to sign all Community Development Block Grant agreements and related documents with the City of Carlsbad. From this day forward, or until the Board of Directors approves a new signee. By unanamous vote by the Board of Directors of Join Hands Save A Life on November 20, 2000. Sincerely, Chairman of the Board of Directors of Join Hands Save A Life. 5 F : ? L : . :, ‘= :, : 7 . t z : z- 7 L + L . : t . . . . : ’ . mom 1 $zE ' . H+-3Wl ’ %iE . yng . v - W rd 0 m 4 . t-2 . . . . . . . . . . . ; C:;Q \i ..I <r: ./ .._ ‘,;: ,1 -3 ,:“” 7’ ,* -I z, ,j..-. . . “’ 8 ., - . . 1 1 C-,” .‘. *:‘, . ..-_ .--Ye - 0 -iI brnmcf or--m22 02 z ZI =m” I i mRmc a v,,JJ( i mm \ \, : mr OFl 63 t I ,‘i \ 1, ; e t ‘A . . . . . . . . . . . . I\,’ : -1 .? !\\C: 3L) 7 vf \ ,:: ,I. ,:. ~ ” “,,~~i -’ 4 LZ ‘*s / .’ r”- ‘I _,.. .- ,: “. . . ‘ .: _-- :-.s ‘. ,.. :, I. .a. +, 4.. .., f ” .- ._L .._ .I._ _..i . < / * . 5799 DOG ‘I. 2001-0021182 RECORDING REQUESTED BY: Jm4 12s 2001 2:03 PM OFFICIAL REmDs City of Carlsbad WHEN RECORDED MAIL TO: W DIE6Q CWNTY RECORER’S OFFICE GlzEGoRy $ITHs ~~~~ : . City of Carlsbad City Clerk’s Office Attn: City Clerk 1200 Cailsbad Village Drive Carlsbad, Ca. 92008 i;),.! (Space above,for Recorder’s Use) AGREEMENT BETWEEN THE CITY OF CARLSBAD AND JOIN HANDS - SAVE A LIFE FOR FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT FUNJX THIS AGREEMENT, made and entered into as of this _ day of /%hl%f& 30 2000 by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City”, and JOIN HANDS - SAVE A LIFE, 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 has the need to provide assistance to non-profit public service providers who offer programs, activities and services to low and moderate income youths within the community; and, WHEREAS, the Subrecipient has been, and desires to continue, providing these services for low and moderate income youths with assistance from the City and construction of a new youth facility; and, WHEREAS, the Redevelopment Agency has approved the appropriate discretionary land use permit and conducted an environmental review which resulted in issuance of a Negative Declaration for construction of the new Join Hands - Save a Life Youth Facility pursuant to the Guidelines for Implementation of the California Environmental Quality Act; and, WHEREAS, the U.S. Department of Housing and Urban Development has approved Annual Consolidated Funding Strategies and Plans for Community Development Block Grant funds for the City (hereinafter referred to as “Annual Consolidated Plans”). NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Subrecipient agree as follows: 1. STATEMENT OF WORK AND DESCRIPTION OF LOAN For Program Years 1995-96, 1996-97, 1997-98, 1998-99, and 1999-2000, the City of Carlsbad 1 5800 has allocated federal Community Development Block Grant (CDBG) funds in the total amount of three hundred twelve thousand three hundred seven dollars and eighty cents ($312,307.80) for construction of a new youth facility to be owned and operated by the Join Hands-Save a Life organization. This funding shall be provided in the form of a no interest, deferred, and forgivable loan to the Join Hands Organization. The purpose of the loan is to provide funds to be used specifically for costs related to the construction of a new, single floor youth facility which shall be no larger than 6,175 square feet in size. These costs may include professional services related to construction of said facility, such as those provided by architects and engineers. The facility shall be constructed on property located on the west side of Roosevelt Street between Pine and Walnut Streets in the City of Carlsbad, California, which was previously purchased with federal funds. The Subrecipient agrees to use all federal funds provided by the City to the Subrecipient pursuant to the provisions of this Agreement, the Scope of Work, attached hereto as Exhibit “A”, and in accordance with the terms of the Annual Consolidated Plan. Every effort shall be made by the Subrecipient to expend the allocated funds in their entirety by June 30, 2000. 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 will either agree to grant the extension or notify the Subrecipient that 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 final Certificate of Occupancy is issued for the subject facility. Subrecipient acknowledges that the subject loan is given in connection with the construction and operation of a youth facility 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 facility for low and moderate income youths and teens consistent with the requirements of the permits governing the use of the facility and the Subrecipient’s application to the City requesting financial assistance, whichever occurs first. The loan shall be forgivable upon expiration of the term of the loan if the facility has been maintained and operated as a youth facility consistent with the requirements of the permits governing the use of the facility for the full term of the loan and other conditions as set forth within this Agreement. 3. DISBURSEMENT OF FUNDS The City shall disburse no greater than forty-five thousand dollars ($45,000) of the loan proceeds for the purpose of financing costs related to professional services required for the preparation of appropriate plans to obtain building and other related permits for construction of the proposed facility and/or payment of permit fees. Professional services may include, but are not limited to, those services provided by architects and engineers. Loan proceeds for professional services and/or permit fees will be disbursed only after the City has received the Subrecipient’s disbursement request and any required documentation to support the request. If a payment is to be made directly to the contractor or the provider of the professional services, the Subrecipient must certify in writing that the work for which disbursement is requested has been completed (although the City reserves the right to inspect the work and make an independent evaluation), and authorizes the City to pay the contractor or provider directly. 2 T., ’ 5801 The remaining loan proceeds up to the maximum allocation of $312,307.80 shall not be disbursed by the City to the Subrecipient until all of the following conditions are satisfied: (a) Contractor Estimate. Subrecipient shall provide to the City a minimum of three (3) estimates of the construction costs for all improvements set forth and required by approval of Major Redevelopment Permit 97-03. The cost estimates must be submitted by a general contractor currently licensed to conduct business within the State of California. (b) Budget. Subrecipient shall certify to the City in writing that the City Loan, together with any other financing to be provided by or obtained by Subrecipient, is projected to be sufficient to pay all estimated construction, and other related development costs of the proposed project. This certification shall include a construction budget with project expenses and revenue for said project. Payment for eligible expenses shall be made in accordance with said construction budget to be provided as Exhibit “B” to this Agreement and in accordance with performance. Subrecipient must certify that the budget includes only allowable costs and an accurate analysis of costs applicable to the CDBG funds pursuant to 24 CFR Part 502. (c) Execution, Delivery and Recordation of City Loan Documents. Subrecipient shall execute and deliver to the City a Deed of Trust and Security Agreement and Promissory Note, and any other documents and instruments required to be executed and delivered to secure said loan, all in form and substance satisfactory to the City Attorney for the City of Carlsbad. The Deed of Trust to secure the loan shall be recorded against Subrecipient’s fee interest in the Land described herein. (d) Redesign of Facility. Subrecipient shall submit, and obtain Housing and Redevelopment Director approval of, plans which reflect a redesign of the front portion of the proposed facility to increase its articulation and visual appearance as required per conditions of approval of said facility. (e) Building Permits. Subrecipient shall obtain approval by the City of all required building permits for construction of the subject facility and related improvements. (f) Construction Contracts. Subrecipient must submit and receive City approval of all contracts that the Subrecipient has entered, or proposed to enter into, for construction of the subject facility. Each construction contract that the Subrecipient enters for construction of the proposed facility shall provide that at least ten percent (10%) of the costs incurred shall be payable only upon completion of said contractor’s construction. Upon satisfaction of the conditions set forth above, the City shall promptly disburse the City Loan proceeds to Subrecipient from time to time upon receipt of written requests from the Subrecipient. The written requests for loan disbursements shall be accompanied by a copy of the bill or invoice covering a cost incurred or to be incurred. No more than 90 percent of the total agreed upon loan disbursements will be paid during the performance of this Agreement. The balance due (remaining 10 percent) shall be paid upon final certification by the City that Subrecipient has administered the activities in compliance with all applicable Federal, state, and local rules and regulations governing these funds, and in a manner satisfactory to the City. 3 ’ I 4. PROGRAM INCOME 5802 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 project 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 the federal regulations Section 570.504 which are incorporated herein by reference. 5. LABOR, MATERIALS AND SUPPLIES: The Subrecipient shall furnish all iabor, materials and services and bear all expenses necessary to construct the subject project and subsequently provide the proposed programs as outlined in this Agreement. Under this Agreement, the City’s only financial obligation to the Subrecipient is to provide the CDBG funds of $312,307.80 maximum in the form of a no interest, deferred and forgivable (after 20 years) loan as approved by the City Council for facility construction purposes. 6. RECORDS AND REPORTS As applicable, the Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506 that are pertinent to the construction activities to be funded under this Agreement. Such records may include, but are not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating how 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 Section 570.505 regarding change of use of real property acquired or improved with CDBG assistance; e. Records demonstrating compliance with the requirements in 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 Part 570.502, and OMB Circular A-l 10; and, h. Any other related records as the City shall require to demonstrate compliance with applicable Federal, state, and local rules and regulations governing these funds. The Subrecipient shall submit quarterly “Progress Reports” within fifteen (15) calendar days of the end of each quarter for the full term of this Agreement. The final progress report is due no later than July 15, 2000. The report must include sufficient information to assist the City in monitoring the Subrecipient’s performance as related to construction of the subject facility. The Subrecipient must demonstrate satisfactory performance prior to receiving loan disbursements for the subject project. For the full term of the subject loan, the Subrecipient shall provide quarterly performance reports as related to the clients served by the subject facility following final Certificate of Occupancy. 4 5803 The performance reports shall include the following information: L: C. d. e. Total number of persons/households participating in the program during reported period; Total number of participants from Carlsbad; Number of low/moderate income Carlsbad persons/households participating in the program during the reporting period; Age and ethnic background of Carlsbad participants; and, Summary of program(s) provided to Carlsbad participants. The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include at the minimum client name, address, ethnicity, income level or other basis for determining eligibility, and description of 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, Comptrdler 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 otherwise notified by the City, the Subrecipient shall retain all financial records, supporting documents and statistical reports related to the project identified under this agreement for a period of three (3) 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 three (3) years from the date such action commenced or until completion of the action and resolution of all issues by the appropriate officials and the Subrecipient has been given official written notice, whichever occurs later. For each fiscal year during the full term of the subject loan, 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 period from July 1 to June 30 for each year this Agreement remains in effect. The required audit shall be submitted to the City no later than October 1 for the preceding fiscal year of operations. PROGRAM REOUIREMENTS 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 and with assurances and agreements made, by the City, to the United States Department of Housing and Urban Development. The Subrecipient shall comply with applicable Uniform Administrative Requirements as described in Section 570.502 of the federal regulations for the CDBG Program; the federal requirements are set forth, by reference, as a provision of this agreement. The Subrecipient shall carry out all activities in compliance with all Federal laws and regulations as described in Subpart K of the CDBG Program Regulations, such as affirmatively furthering fair housing, labor standards (Davis Bacon Act), displacement, relocation and acquisition, and employment and contracting opportunities, except that: a. The Subrecipient will not assume the City’s environmental responsibilities as described 5 5804 in 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 Code of Federal Regulations Part 52. The provisions of Subpart K, of the CDBG Program Regulations, are set forth, by reference, as a condition of this agreement. The Subrecipient shall comply with all federal regulations related to the use of CDBG funds by religious organizations, if applicable to this agreement and the approved project outlined herein. 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 formal review by the City Council. No change in use of the CDBG funds will be permitted by the City without prior formal approval by the City Council of the City of Carlsbad. 9. CHANGES~ IN USE OF FACILITY Subrecipient shall use the subject facility primarily for the regular and routine activities designed for low income youths and teens as set forth in Major Redevelopment Permit 97-03. The facility shall not be leased for any non-organization, adult-oriented activity at any time. The facility is not approved for any type of residential use and no person shall be allowed to live in the building nor shall any residential eating or sleeping facilities be included within the facility. Any change in use for the subject property shall require approval of the appropriate redevelopment permit by the appropriate decision-making authority within the City of Carlsbad. 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 Section 24, Parts 85.43 and 85.44 of the Code of Federal Regulations, this agreement may be suspended or terminated if the Subrecipient fails to comply with any term(s) of the award and/or the award is terminated for convenience. Section 24, Parts 85.43 and 85.44 of the Code of Federal Regulations are set forth, by reference, as provisions of this agreement. 12. REPAYMENT OF GRANT FUNDS Repayment of all of the CDBG funds paid to Subrecipient under this Agreement will be required if at any time during the twenty (20) year term of this Agreement the property is sold or transferred or the property is no longer used for its intended purposes as set forth within this Agreement. 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, properties, or effects of any person whatsoever, nor for personal 6 5805 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 in completion of the project outlined in this agreement. Subrecipient agrees to defend, indemnify, and save free and harmless the City and its officers and employees against any of the foregoing liabilities or claims of any kind and any cost/and expense that is incurred by the City on account of any of the foregoing liabilities, including liabilities or claims by reason of alleged defects in any plans and specifications for the project or facility. ASSIGNMENT OF AGREEMENT The Subrecipient shall not assign this agreement or any monies due thereunder without the prior written consent of the City Council of the City of Carlsbad. SUCCESSORS OR ASSIGNS Subject to the provisions of this Subrecipient Agreement Paragraph 13, “Hold Harmless Agreement,” all terms, conditions, and provisions hereof shall insure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. /I// /I// /l/i II// l/Ii /f/l l//l //II II/l //Ii /Ill //it JJJI JJJJ JJJJ /Ill JIJJ JJJJ JJJJ JJJJ Jill JJJJ JIJJ JJJJ JJJJ JJJJ Jill JJJJ Jill 7 5806 16. INSURANCE The Subrecipient shall obtain and maintain policies of general liability insurance and a combined policy of worker’s compensation and employers liability insurance from an insurance company authorized to do business in the State of California which meets the requirements of City Council Resolution No. 91303 in an insurable amount of not less than one million dollars ($l,OOO,OOO) each, unless a lower amount is approved by the City Attorney or the City Manager. This insurance shall be in force during the term of this agreement and shall not be canceled without thirty (30) 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 to the City before commencement of work. IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the day and year first written above. Join Hands - Save a Life, a non-profit corporation, e/ CT- ’ FRANK ANTHONY SORINO, President AP&OVED AS TO FORM: \ I - 13 IL &I/ . RONALD R. BALL, City Attorney 8 - EXHIBIT “A” 5807 CITY OF CARLSBAD COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM SCOPE OF WORK Contract Term: July 1, 1999 to June 30,200O Subrecipient Name: Address: JOIN HANDS - SAVE A LIFE 3528 Madison Street, Carlsbad, CA Project Description: Construction of facility. Project Goals & Objectives: (Please Attach Additional Sheets As Necessaty.) 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 CDBGjimds will be used to&nd costs associated with sta@ing, rents, utilities, supplies, etc.) Construction of 6175 square foot youth facility. 2. Project objectives performance measures: a. Provide quarterly performance reports to the City of Carlsbad, Housing and Redevelopment Department on the CDBG Quarterly Performance Report form as provided. b. Maintain records, invoices, and relevant statistics supporting the quarterly reports. c. Provide a final performance report, including an evaluation report of the program’s success in meeting established goals, to the City of Carlsbad Housing and Redevelopment Department within 15 days of termination of the contract date on the CDBG Annual Performance Report form as provided. d. Provide notification to the City of any audits or investigations including results, findings, and/or liens. 9 5808 EXHIBIT “B” CITY OF CARLSBAD COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM BUDGET Contract Term: July 1, 1999 to June 30.2000 Subrecipient Name: Address: Join Hands - Save a Life 3528 Madison Street, Carlsbad, CA Project Description: Construction of youth facility. Cost Breakdown: See attached budget detail page. 10 5809 JOIN HANDS SAUE fi LIFE MULTIPURPOSE GYM BUILDING EISPENSES STEEL BUILDING STEEL BUILDING ERECTION SITE 6 FOUNDRTIONS PLUMBING ELECTRI CR1 GENERRL CONSTRUCTI ON PERMITS tJ FEES SDGDE ARCHITECT Clltll ENGINEER MECWRNICRL DESIGN SOILS ENGINEER LflNDSCAPE RRCHITECT TESTING 8 iNSPECTION CONSTRUCTI ON MRNRGEMENT FURNISHINGS RENDERING CON11 NGENCY TDTRL EHPENSES EIPENDITUHES PROf ESSlfJNRL SERUICES B FEE’S REtJENUES IXINTR I BUTI ONE / GRRNTS FURNISHINGS IN KtNU SERUICES C 0 B 6 RGREEMENT C D B G 2BBB/91 C D B 6 2881 /B2 ( PROPOSED 1 TDTRL REUENUES I 15,648.BB 39,SBB.BB 7B,BB9.00 1 l,lSB.BB 35,558.80 234,298.88 55,975.BB 12,BBB.BB 24,BBB.BB 12,BBB.BB 2,588.UB 3,BBB.BB 4,B00.B0 2,BDB.B8 38,965.88 42.008.88 1 ,BBB.B9 75,729.88 779.307.88 67,799.35 65.86B.B9 42.000.08 85,080.BB 312,307.BB 8B,809.B8 195,80B.08 779,387.80 ‘ r Description of attached document ~~rS+?++%-k )J&WC?th & Lb, of ccds!xd ard3otb /-bh&- sc2b-f k! I& &- &&ti( &Mfi~f State of California > County of San Diego ) On M(s~Q&- ~~,Jow Before me, Gary S. Nessim, Notary Public, personally personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/a& subscribed to the within instrument and acknowledged to me that he/shek&y executed the same in his/he&k&r authorized capacity(ies), and that by his/h8r&h&signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. . . FILE ONLY. Nor RECoRDED ic 0 (Space above for Recorder’s Use) NOTE TO BORROWER: This Note is not assumable. PROMISSQF;E’11 Secured by a Deed of Trust $312,307.80 November 20 2000 Carlebadxifornia Lots 204-081-08, 204-081-09 and 204-081-l 0 in Villane Redevelopment Area of the City of Carlsbad (the “property”). FOR VALUE RECEIVED, JOIN HANDS-SAVE A LIFE, a California nonprofit corporation (“Borrower”), promises to pay to the City of Carlsbad, a municipal corporation (“City”), the principal sum of Three Hundred Twelve Thousand Three Hundred Seven Dollars and Eighty Cents ($312,307.80), or so much thereof as is advanced to Borrower by the City pursuant to the Agreement Between the City of Carlsbad and Join Hands-Save a Life for Federal Community Development Block Grant Funds. 1. Loan Anreement. This City Promissory Note is made pursuant to a Community Development Block Grant Subrecipient Agreement dated I/-db- @ (the “Agreement”) by and between the Borrower and the City. 2. Use of Funds. Borrower is constructing a new youth facility on properties identified as lots 204-081-08, 204-081-09, and 204-081-l 0 within the Village Redevelopment Area of the City of Carlsbad. This Note evidences the loan made by the City to assist Borrower in constructing the subject facility for operation of youth programs to benefit low and moderate income persons consistent with the requirements of permits governing its use. 3. Security. This Note is secured through concurrent execution of a Deed of Trust and Security Agreement, herein after referred to as Deed of Trust, Join Hands Promissory Note 1 1 l/l 6/2000 and recordation of said Deed of Trust in the Office of the San Diego County Recorder. 4. Transfer or Assumption of Note. Borrower acknowledges that this Note is given in connection with the construction and operation of a new facility as part of a program of the City to assist in providing programs and activities for low and moderate income youths and teens. Consequently, this Note is not assumable by transferees of the Property and is due and payable upon the date the property is sold or transferred, or upon failure of Subrecipient to operate the facility for low and moderate income youths and teens consistent with the requirements of the permits governing the use of the facility and the Subrecipient’s application to the City requesting financial assistance. 5. Interest. There will be no interest charged on the Loan. 6. Term. The term of this City Promissory Note (the “Term”) shall commence on the date this City Note is executed and shaft expire twenty (20) years from the date the final Certificate of Occupancy is issued for the youth facility to be constructed by the Join Hands-Save a Life organization, or the date any portion of the property and/or improvements are sold or transferred, or failure of the Borrower to operate a youth facility on the property consistent with the requirements of permits governing the use of the facility and Borrower’s application to the City requesting financial assistance, whichever occurs first. 7. Amount and Time of Payments. Unless the loan has been forgiven according to Paragraph 9 below, the principal amount of this Note shall be due and payable in full upon the first of the following to occur after the date of this Note: (I) the date of the first sale or transfer of the Property, or (II) failure of the Borrower to operate a youth facility on the Property consistent with the requirements of permits governing the use of the facility and Borrower’s application to the City requesting financial assistance. 8. Deferral. Provided that the Borrower complies with the terms of the Deed of Trust and the Agreement between the City and the Borrower for Federal Community Development Block Grant Funds, the amount due and payable under this Note shall be deferred until expiration of the agreement, or upon Borrower’s sale of the Property and/or related improvements, or upon failure of Subrecipient to operate a facility for low and moderate income youths and teens consistent with the requirements of the permits governing the use of the facility and Subrecipient’s application to the City for financial assistance from the CDBG program, whichever occurs first. 9. Forpivable. The loan shall be forgivable upon expiration of the twenty year term of the loan if the facility has been maintained and operated as a youth facility consistent with the requirements of the permits governing the use of the facility for the full term of the loan. 10. Acceleration. Upon the occurrence of a default under the Subrecipient Agreement between the City and Borrower for Community Development Block Grant Funds and Deed of Trust, and expiration of all Join Hands Promissory Note 2 1 l/16/2000 applicable notice and cure periods (an “Event of Default”), the City shall have the right to accelerate the Due Date of this Note and declare all of the unpaid principal immediately due and payable. Any failure by the City to pursue its legal and equitable remedies upon an Event of Default shall not constitute a waiver of the City’s right to declare an Event of Default and exercise all of its rights under this City Note, the Subrecipient Agreement, and the Deed of Trust. Nor shall acceptance by the City of any payment provided for herein constitute a waiver of the City’s right to require prompt payment of any remaining principal. 11. No Offset. Borrower hereby waives any rights of offset it now has or may hereafter have against the City, its successors and assigns. 12. Waiver: Attotnevs’ Fees. Borrower and any endorsers or guarantors of this City Note, for themselves, their heirs, legal representatives, successors and assigns, respectively, severally waive diligence, presentment, protest, and demand, and notice of protest, dishonor and non-payment of this City Note, and expressly waive any rights to be released by reason of any extension of time or change in terms of payment, or change, alteration or release of any security given for the payments hereof, and expressty waive the right to plead any and all statutes of limitations as a defense to any demand on this City Note or agreement to pay the same, and jointly and severally agree to pay aIt costs of collection when incurred, including reasonable attorneys’ fees. If an action is instituted on this City Note, the undersigned promises to pay, in addition to the costs and disbursements allowed by law, such sum as a court may adjudge reasonable as attorneys’ fees in such action. 13. Manner and Place of Payment. All payments of principal due under this City Note shall be payable in lawful money of the United States of America at the office of the City of Carlsbad, Housing and Redevelopment Department, 2965 Roosevelt Drive, Suite B, Carlsbad, California 92008, or such other address as the City may designate in writing. 14. No Waiver bv the City. No waiver of any breach, default, or failure of condition under the terms of this Note shall be implied from any failure of the City to take action with respect to such breach, default or failure or from any previous waiver of any similar or unrelated breach, default or failure. 15. Giving of Notices. Except for any notice required under applicable law to be given in another manner, any notice to Borrower provided for in this Note shall be sent certified mail, return receipt requested or express delivery service with a delivery receipt, or personally delivered with a delivery receipt obtained, and shall be deemed to be effective as of the date shown on the delivery receipt as the date of delivery, the date delivery was refused, or the date the notice was returned as undeliverable. Notices shall be directed as follows: Borrower: Attn: Executive Director Join Hands-Save a Life 3528 Madison Street Carlsbad, Ca. 92008 Join Hands Promissory Note 3 1 l/16/2000 Citv of Carlsbad: Attn: Housing and Redevelopment Director Housing and Redevelopment Department 2965 Roosevelt Street, Suite B Carlsbad, Ca. 92008 The parties may subsequently change addresses by providing written notice of the change in address to the other parties in accordance with this Section. 16. Joint and Several Obligations. This Note is the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns. 17. Controlling Law. This Note shall be construed in accordance with and be governed by the laws of the State of California. 18. Assignment by the City. The City may assign its right to receive the proceeds under this Note to any person and upon notice to Borrower by the City all payments shall be made to the assignee. 19. Invalid Provisions. If any one or more of the provisions contained in this Note shall for any reason by held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Note, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Note. Ill Ill Ill Ill Ill II/ Ill Ill Ill Ill Ill Ill Ill Iii l/l Ill Ill Ill Ill Ill Ill If/ l/l Join Hands Promissory Note 4 1 l/16/2000 20. Entire Agreement. This Note (along with the Deed of Trust) sets forth the entire understanding and agreement of the City and Borrower and any amendment, alteration or interpretation of this Note must be in writing signed by both the City and Borrower. IN WITNESS WHEREOF the parties hereto have caused this Promissory Note to be executed as of the day and year first written above. BORROWER: JOIN HANDS - SAVE A LIFE, a California Non-Profit Corporation By: %-- w d ’ 2 Frank Anthony Sorino, President Join Hands Promissory Note 11/16/2000 . Description of attached document Q f'OMf*r-q k&c \ State of California 1 County of San Diego ) On /%lp/h&-- Jo,aaul Before me, Gary S. Nessim, Notary Public, personally appeared j=$2 h K y\c, rrL)o personally known to me (or proved to me on the basis of satisfactory evidence) ;o be the person(s) whose name(s) is/e subscribed to the within instrument and acknowledged to me that he/s-y executed the same in his/he&&?ir authorized capacity(ies), and that by his/~ signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature ;-/fial) I .w--_“*‘.c- ‘:rrL.&&,&.&~ &&g+ ‘s‘.&. ,prAk$, %XliM.t1237167 &y”C! :if: F P!,)RL.IC-CALIFORNI~a cl ,g,ithY1y~;~ SAN CM?;0 COUNTY 0 .,, ,, CcxY%l. EXP. OCT.9,20R3 2 lililillllalHllllllllllRllll~lll~~l~~~ 5 * 1 l 20014021183 RECORDING REQUESTED BY: City of Carlsbad WHEN RECORDED MAIL TO: DDC # 2001-0021183 JAN 12, 2001 2: 03 PM OFFICML REm !%I/ DIE6ll cllum RNIIRER’S OFFE GREEllRY &tiITH, ~~~~R VRvi 2 ’ ‘+ & ? . \\ q ,’ Pi f-3, j 1 I_- \,CL City of Carlsbad City Clerk’s Office Attn: City Clerk 1200 Carlsbad Village Drive Carlsbad CA 92008 (Space above for Recordek 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 go& day of NQW4bv’ 2000, among Join Hands - Save a Life, a non-profit corporation, (“Borrower”) as trustor, and Lawyers Title Company, a California corporation (‘Trustee”), and the City of Carlsbad, a municipal corporation (“the City”), as beneficiary. The Borrower, in consideration of the promises herein recited and the trust herein created, irrevocably grants, transfers, conveys and assigns to the Trustee, in trust, with power of sale, the property located in the City of Carlsbad, State of California, which has the address of 3215 Rn~~va? ST&and is further described in the attached Exhibit “A” (the “Property”). TOGETHER WITH all easements, appurtenances, and fixtures now or hereafter a part of the property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Security Instrument; and, TO SECURE to the City the repayment of the sums evidenced by a promissory note executed by the Borrower to the City dated /~-to-o0 2000 the principal sum of three hundred twelve thousand, three hundred and seven doliars and eighty cents ($312,300.80) (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. 5812 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 this Security Instrument, 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 AsslrmptiaDs of No& . Borrower acknowtedges that the Note is given in connection with the construction of a youth facility as part of a program of the City to assist with the provision of recreational opportunities for youth from low and moderate income families. Consequently, the Note is not assumable by transferees of the Property, but is due and payable in full upon expiration of the term of the Note, or on the date the Property is sold or transferred, whichever occurs first. 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. 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 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 - 2 - L * 5813 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 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 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 daim, 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 30day 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 youth facility 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 Borrowers 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, 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 - 3 - . L 5814 inspections of the Property. the City shall give Borrower notice at the time of or prior to an inspection specifying reasonable cause for the inspection. 8. Forbearance By the City Not a Waiver. Any forbearance by the City in exercising any right or remedy will not be a waiver of the exercise of any such right or remedy. 9. Remedies Cumulative. All remedies provided in this Security Instrument are distinct and cumulative to any other right or remedy under this Security Instrument or any other document, or afforded by law or equity, and may be exercised concurrently, independently, or successfully. 10. Successors and Assigns Bound; Joint and Several Liability. The covenants and agreements of this Security Instrument shall bind and benefit the respective successors and assigns of the City and Borrower, subject to the provisions of this Security Instrument. Borrower’s covenants and agreements shall be joint and several. 11. Notices. Except for any notice required under applicable taw 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: Join Hands - Save a Life 3598 Madison Street Carlsbad, CA 92008 Attn: President Housing and Redevelopment Department 2965 Roosevelt Street Suite B Carlsbad CA 92008-2389 Attn: Housing and Redevelopment 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 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 - 4 - 5815 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 on any covenant or agreement of the Borrower in this Security Instrument, including, but not limited to, the covenants to pay, when due, any sums secured by this deed of Trust, the City, prior to acceleration shall give notice to Borrower specifying: (1) the breach; (2) if the breach is curable; (3) the action required to cure the breach; (4) a date, not less than 30 days from the date the notice is given to Borrower by which the breach must be cured; and (5) if the breach is curable, failure to cure the breach on or before the date specified in the notice may result in acceleration of the sums secured by this Security Instrument and sale of the Property. The notice shall further inform Borrower of the right to reinstate after acceleration and the right to bring a court action to assert the non-existence of a default or any other defense of Borrower to acceleration and sale. If the breach is not cured by the Borrower on or before the date specified in the notice, then the City, at its option may: (a) require immediate payment in full of all sums secured by this Security Instrument without further demand and may invoke the power of sale and any other remedies permitted by California law; - (b) either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Property, in its own name or in the name of the Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketabilky 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., 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 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 - 5 - 5816 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, 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 wilt pay all costs of recordation, if any. 19. Substitute Trustee. The City, at its option, may from time to time remove Trustee and appoint a successor trustee to any Trustee appointed hereunder. The successor trustee shall succeed to all the title, power and duties conferred upon Trustee herein and by applicable law. 20. Hazardous Substances. Borrower shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances on or in the Property. Borrower shall not do, nor allow anyone else to do, anything affecting the Property that is in violation of any Environmental Law. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Property. Borrower shall promptly give the City written notice of any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Property and any Hazardous Substance or Environmental Law of which Borrower has actual knowledge. If Borrower learns, or is notified by any governmental or regulatory authority, that any removal or other remediation of any Hazardous Substance affecting the Property is necessary, Borrower shall promptly take all necessary remedial actions in accordance with Environmental Law. Prior to taking any such remedial action, however, Borrower shall notify the City that such remedial action is necessary and shall obtain the City’s prior written consent for such remedial action. - 6 - 5817 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 Section, “Environmental Law” means federal laws and laws of the jurisdiction where the Property is located that relate to health, safety or environmental protection. IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the day and year first written above. Join Hands - Save a Life, a non-profit corporation, .- LIrfhL 7&L- --- Frank Sorino, President / -3 CITY OF CARLSBAD Ls5-c LORRhNE Ltl. WOOD, City Clerk -7- 5818 EXHIBIT A Legal Property Description The land is situated in the State of California County of San Diego LOTS 27,28, AND 29 IN BLOCK 31 OF THE TOWNE OF CARLSBAD, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF 535, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 2,188O. - 8 - , ’ 5819 Description of attached document \&& 6 4 ?-Y(Ast ahJ SCUM b/ / State of California 1 County of San Diego ) On bomb X,‘&IW Before me, Gary S. Nessim, Notary Public, personally appeared FW M k v\tihQ Qx-i lqo personally known to me (or proved to me on the basis of satisfactory evidence) ;o be the person(s) whose name(s) is/m subscribed to the within instrument and acknowledged to me that he/my executed the same in hislhe&%ir authorized capacity(ies), and that by his/he&be&signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. SiN PiESO COUNTY 0 C 3MM. LX’. OCT. 9, 2003 $ -.+meJ-D;,“‘~;-.L;,.r ~;“‘--~-+--+-.‘~