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HomeMy WebLinkAbout2001-06-19; City Council; 16230; Federal Grant Funds & Join Hands-Save a LifeCITY OF CARLSBAD - AGENDA BILL AB# fdp23~ TITLE: MTG. 6-i ?- o/ APPROVAL OF DOCUMENTS FOR USE OF FEDERAL GRANT FUNDS AND REQUEST FOR EXTENSION ON DEPT. H/RED USE OF FUNDS BY JOIN HANDS-SAVE A LIFE DEPT. HD. @ CITY ATTY. 6@ CITY MGR. RECOMMENDED ACTIONS: Adopt Resolution Nos.adb( -/7 0 and &61-/f/ approving the Subrecipient Agreement and related loan documents for use of $80,000 in 2000-2001 federal Community Development Block Grant funds by the Join Hands-Save a Life organization, and approving Join Hands-Save a Life’s request for extension to use CDBG funds on development of a youth center. ITEM EXPLANATION: Fundinq Backqround. 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. During program year 1994-95, the City provided Join Hands-Save a Life with $81,599.20 in Community Development Block Grant (CDBG) funds to purchase property on the west side of Roosevelt Street between Pine Avenue and Walnut Avenue. Join Hands purchased the property and initiated efforts to obtain the appropriate land use permits to construct a youth facility on the site. Between 1995 and 1999, the City allocated an additional $312,397.80 in CDBG funds to Join Hands for the purpose of constructing the noted youth facility. A subrecipient agreement and related loan documents for use of those funds were approved by the City Council on October 19, 1999. The subject agreement was executed by Join Hands on November 20, 2000. To date, approximately $44,000 of the funds ($312,397) have been used to pay for predevelopment activities required to obtain a City building permit. These costs include architectural and engineering fees, permit fees and other costs related to processing plans for building permits. Join Hands has addressed nearly all issues needing to be resolved prior to issuance of the required building permit for the project. It is anticipated that the building permit plan check process will be complete within the next few months. In program year 2000-2001, an additional $80,000 in CDBG Program funds were allocated for construction of the proposed Join Hands facility. A condition was placed on this additional $80,000 which requires Join Hands to match one dollar ($1) in cash funds raised by their organization for every two dollars ($2) of 2000-2001 CDBG cash funds to be used on the project. With approval of this additional CDBG funding, another subrecipient agreement and set of related loan documents are required before Join Hands may receive the $80,000. Subrecipient Agreement. The attached subrecipient agreement and related loan documents have been prepared for the additional $80,000 in CDBG to be provided to Join Hands. These documents were signed by Join Hands as of April 10, 2001 and now require City Council approval for execution purposes. The agreement and related documents incorporate the matching funds condition as noted above and also include the following terms: l CDBG funds for construction of the Join Hands facility shall be provided in the form of a no interest, deferred and forgivable loan. l Term of the 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 the approved Major Redevelopment Permit. l Loan is secured by the property. Page 2 of Agenda Bill No. /6: 2 3b With the exception of the matching funds requirement, the above conditions were also included in the previously approved agreement for the $312,397.80 in CDBG funds and related documents for development of the Join Hands youth center. These conditions were required by the City Council due to the significant amount of funding provided to the Join Hands organization. It is important to note that when the $80,000 was originally allocated by the City Council a condition was placed on the project, at the recommendation of the Citizens’ Advisory Committee, that required the building permit to be obtained for the youth facility by September 1, 2000. The intent was to motivate Join Hands to move forward more quickly on their project. Join Hands initiated the building permit process by submitting an application in August, 2000. However, the building permit was not issued by the original date noted for various reasons. Because staff believes that Join Hands has been making a good faith effort to date to move forward to obtain the required building permit for the proposed youth facility, it is staff’s recommendation that the City Council allow Join Hands to retain the $80,000 allocation with the understanding that Join Hands will obtain the required building permits by no later than the end of September, 2001. Staff is recommending that the City Council approve the attached subrecipient agreement for the additional $80,000 in 2000-2001 CDBG programs at this time. The previous agreement has already been approved by the Council and executed by Join Hands. With approval of the attached documents, Join Hands will be eligible to receive the additional $80,000 with proof that they have met the matching funds requirement. Request for Extension. The subrecipient agreements for CDBG funds require that the subrecipients expend their funds within one (1) year. If an organization receiving CDBG funds is unable to expend the funds within one (1) year, the organization must request an extension from the Housing and Redevelopment Director. These extensions are typically granted if the Housing and Redevelopment Director believes there is good cause for granting the extension and it appears that a good faith effort has been made by the organization to expend the funds during the year. In past years, Join Hands has requested several extensions for the use of their allocated CDBG funds. These extensions were granted because the Housing and Redevelopment Director believed that Join Hands was making a good faith effort to process their land use and related building permits for the subject youth facility on Roosevelt Street. On July 10, 2000, the Housing and Redevelopment Director administratively granted a third extension for use of the $312,397 in CDBG funds noted above to June 30, 2001. At the time of the extension, the Director indicated that no additional extensions would be granted without the consent of the City Council. If the Council so desires, an additional one year extension could be granted for use of the previous $312,397 in CDBG funds. In addition, if the Council agrees to allow Join Hands to retain the additional $80,000 in CDBG funds awarded for program year 2000-2001, the Council will also need to extend the use of those funds for an additional one (1) year period. Join Hands has a number of reasons for the various delays in expending the allocated CDBG funds and moving forward on permits for construction of the proposed youth facility, some of which have been within the control of the organization and some which were not within their control. Most recently, Join Hands had planned to use volunteers to complete elements of the construction project if sufficient funds were not available to complete the entire project with paid contractors. However, federal officials have indicated that CDBG regulations will not allow the use of volunteers if wages are paid to any other workers on the project. This means that Join Hands must obtain bids for the project which include prevailing wage rates for all persons working on the construction project. Join Hands has obtained proposals to construct the facility, but all proposals have been rejected by the organization due to the fact that inadequate funds are available to fund the construction without using volunteers. Construction estimates submitted by Join Hands for the proposed project indicate that approximately $780,000 will be needed to complete the project. Currently, the funds approved to date and that allocation which is pending would provide approximately 63% of the funding required to complete the proposed project. Join Hands, however, has expressed confidence that the organization will be able to raise the funds needed to construct the facility. Page 3 of Agenda Bill No. 16,230 Although staff is recommending that the City Council grant the requested extensions for use of the CDBG funds and approve the related subrecipient agreement, staff has indicated to Join Hands that no further CDBG funds will be released for the project until documentation is provided to indicate that sufficient funds are available to Join Hands to complete the proposed project. Join Hands has submitted a request for an extension to use CDBG funds until June 30, 2002 to allow them time to raise sufficient funds and complete the project. (Exhibit 5). Therefore, staff is recommending approval of an extension for utilization of all previously allocated CDBG funds on balance at this time (approximately $350,000) to June 30, 2002. If the funds are not FISCAL IMPACT: No fiscal impact on EXHIBITS: expended by that date, staff will return to the Council for further direction. the General Fund. The project will be funded through the federal CDBG program. 1. Resolution No. 206 l- 170 approving agreements with Join Hands-Save a Life for federal CDBG funds. 2. Resolution No. Jo6 ( - l-7 I approving Join Hands-Save a Life request for extension to use CDBG funds for a Youth Center. 3. Subrecipient Agreement between the City and Join Hands-Save a Life for use of $80,000 in 2000-2001 CDBG funding. 4. Promissory Note from Join Hands-Save a Life. 5. Deed of Trust and Security Agreement. 6. Request for Extension on Use of Funds 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CITY COUNCIL RESOLUTION NO. 2 0 0 I- 17 0 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AGREEMENTS FOR THE CITY OF CARLSBAD’S FED&AL 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) Program; 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 organization for construction of a youth facility; and WHEREAS, the City Council has taken all testimony into account; 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 $80,000 in 2000-200 1 Community Development Block Grant funds by Join Hands- Save a Life. 3. That the Mayor is authorized to sign the agreements on behalf of the City of Carlsbad. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Carlsbad, California, on the 19th day of June ,2001, by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Finnila,and Nygaard. NOES: None. ABSTAIN: Council Member Hall. ABSENT: None. ATTEST: n JC RESO NO. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CITY COUNCIL RESOLUTION NO. 20 0 1 - 17 1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A REQUEST FOR EXTENSION TO USE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM FUNDS FOR DEVELOPMENT OF A YOUTH CENTER. WHEREAS, the City of Carlsbad has received a request from Join Hands-Save a Life for extension to use Community Development Block Grant (CDBG) Program funds pursuant to previously approved agreements between the City and Join Hands-Save a Life, and WHEREAS, the City Council of the City of Carlsbad, California has considered the request and agrees to approve a one year extension for use of the funds; and WHEREAS, the City Council has taken all testimony into account; NOW, THEREFORE, BE IT RESOLVED as follows: 1. That the above recitations are true and correct. 2. That the City Council hereby approves an extension to use CDBG funds pursuant to previously approved subrecipient agreements with Join Hands-Save a Life for development of a Youth Center until June 30,2002, with the condition that none of the remaining funds shall be disbursed to the Join Hands organization until Join Hands certifies to the City in writing that the subject funding together with other financing is projected to be sufficient to pay all estimated construction and other related development costs for the proposed youth center. 3. That the written certification to be provided to the City by Join Hands shall include a construction budget with project expenses and revenues with proof of revenues which are available for use on the proposed project. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Carlsbad, California, on the 19th day of June ,2001, by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Finnila,and Nygaard. NOES: None. ABSTAIN: Council Member Hall. ABSENT: None. ATTEST: CC FESO NO. 1 EXHIBIT 3 f3-6 lwa C/M!o~ ’ aw&~ 3 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 Nlc It 2001-0436157 JUN 27, 2OOl 2:48 i=W OFFICIW, RErnB SAN DIEGO iitlWTY RECORDER’S UFFICE 13207 GREGURY ;.&lfITH~ COUNTY REIBRDER : 61.00 l~lll1ll~lll1l~lllRlllll~~llull~llll~~IIlIIl 2001-0436187 )W (Space above for Recorder’s Use) AGREEMENT BETWEEN THE CITY OF CARLSBAD AND JOIN HANDS i SAVE A LIFE FOR FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS THIS AGREEMENT, made and entered into as of this 25th day of June 2001_ 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 Year 2000-2001, the City of Carlsbad has allocated federal Community is lb, a30 1 13208 Development Block Grant (CDBG) funds in the total amount of eighty thousand dollars ($80,000) 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.. 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, 2001. 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 eighty thousand dollars ($80,000) of the loan proceeds for the construction of the proposed facility and/or payment of permit fees. Loan proceeds for construction purposes 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 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 loan proceeds up to the maximum allocation of $80,000 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 2 13209 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) Matching Funds. Subrecipient shall submit documentation to the City to verify that matching cash funds (non-City and non-federal) of at least one dollar have been spent on construction related costs for every two dollars in CDBG funds requested for payment or reimbursement of construction expenses. (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. 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 13210 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 $80,000 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 CPR 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. An annual progress report is due no later than July 15’ each year during the term of this agreement. 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: 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, 4 e. Summary of program(s) provided to Carlsbad participants. The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include at the minimum client name, address, ethnicity, income level or other basis for determining eligibility, and 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. 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. 5 13212 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. 10. 11. 12. 13. 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, aduh-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. 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. 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. 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. HOLD HARMLESS 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. 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 6 14. 15. 16. 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. 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 ($1 ,OOO,OOO) each, unless a lower amount is approved by the City Attorney or the City Manager. This insurance shall be in force during the term of this agreement and shall not be canceled without thirty (30) days prior written notice to the City sent by certified mail. The City shall be named as an additional insured on these policies. The Subrecipient shall furnish certificates of insurance to the City before commencement of work. I// f/l II/ it/ M II/ Ill I// 13214 Executed by Subrecipient this 104 1-\ day of Of1 I I ,200I -* By: - (sign here) hk ~SlhU , f&-&f&l b nam&itle)&rcu+~* QI W&-Z 3 ATTEST: By: (sign here) (print name/title} (Proper notarial acknowledgment of execution by Subrecipient must be attached. Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.) APPROVED AS TO FORM: RONALD R. BALL, City Attorney BY: 8 13215 JOIN HANDS-SAVE A LIFE 3528 Madison Street Carlsbad, CA 92008 (760) 720-0540 Resolution of the Board of Directors of Join Hands Save A Life of November 20,200O We, the members of the Join Hands Save a Life Board of Directors, do hereby authorize Frank Anthony Sorino to sign all Community Development Block Grant agreements and related documents with the City of Carlsbad. From this day forward, or until the Board of Directors approves a new signee. By unanamous vote by the Board of Directors of Join Hands Save A Life on November 20, 2000. Sincerely, Salvador Velazquez, M.D. Chairman of the Board of Directors of join Hands Save A Life. 13216 Description of attached document /kp?ww~14 Ae4Q,qfhJ\ ‘e a-) 04 Ccl&~ cwt&hh h&4- State of California 1 County of San Diego ) On /$v 1 l I b 200 1 Before me, Gary S. Nessim, Notary Public, personally \ appeared FV a H (c: r-1 h 0 personally known to me (or proved to me on the basis of satisfactory evidence) ;o be the person(s) whose name(s) is/ar+subscribed to the within instrument and acknowledged to me that he/sh&ky executed the same in his/he&k& authorized capacity(ies), and that by his/her&k&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. I I. 13217 EXHIBIT “A” CITY OF CARLSBAD COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM SCOPE OF WORK Contract Term: July 1, 2000 to June 30,200l 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 ij CDBGfinds will be used toJicnd costs associated with sta&fing, 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. 13218 EXHIBIT “B” ClTY OF CARLSBAD COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM BUDGET Contract Term: July 1, 2000 to June 30,200l 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 Project: Join Hands - Save A Life Ceder Carlsbad, CA BUDGET OF PROBABLE COST Plan Dale: None Architect: Purdy Architects & Planners CSI DESCWPTKIN CODES 01000 GENERAL CONDITIONS: TOTAL a7 UNIT PRICE UNIT SUB TOTAL TOTAL 0100 1 Supervision 01005 Project Manager 01030 Job site labor 01080 Barricacles/Pmtection 01170 Temporary Fencing 01500 Jobsite Trailer - 8’ x 20 01510 Chemical Toilets 01520 Job site phone 01530 Temporary utilities 01535 Temporary power poles & boxes 01600 Tools 8 Equipment Rental 01800 Dumpster3 SUBTOTAL 01000 JOBSITE REQUIREMENTS: 01120 Special Inspetis 3 Testing 01130 Surveying 01850 Clean - Final up SU STOTAL 11 $1,800.00 wk s 19,800.00 1 $3,960.00 Is $3,960.00 264 $14.00 hr $3.696.00 1 $2,500.00 Is $2.500.00 300 52.25 If $675.00 3 $245.00 mo $735.00 3 !?illO.W mo $330.00 3 S285.W mo Si55.00 3 $300.00 mo $9OO.oa I $2,250.00 IS 52,250.OO 1 $1,500.00 Is $1.500.00 4 $540.00 ea $2.; 60.00 By ethers I 6175 $1.975.00 ts $0.11 sf $1,375.00 $695.00 $39,361.00 92,670.OO -02000 SITE W&K: - - - - - 02050 Demo for approaches New approaches SUBTOTAL 1 $1,250.00 ea 5: ?50.00 1 S2,450.00 Is $21i5c.O0 $3,700.00 Grading 02200 Rough gmdlng Remove S recompact 02220 Fine grading SUBTOTAL 10500 $0.55 sf $5,775&o 778 $2.75 yd %2,136.89 10500 SW.35 sf $3.675.00 02510 Sewer System Sewer line - 4” ABS 4” dean out Cleanout &connect Q property line Test sewer laterals per Plumbing Gepartment SUBTOTAL $i1,588.89 1:o $15.00 If $2.100.00 3 $3OO.W aa $900.00 i $650.00 ea $650.00 1 $450.00 ea 3450.00 $4,1QO.Q0 _. _. -19 Water Systems 02520 Oomestic water service 2’ RP backflow preventers Test 2” water lateral per Plumbing Depanment SUBTOTAL - - I 62480 LandsapIng Allowance SUBTOTAL Erosion Control Termlte control SUBTOTAL 02500 Paving Parking area asphalt [3’ AC on 4” class II base] Scarify f T 8 reco mpact to 95% 02640 Striping Fire Lane red parnted curb Cross hatcning Signage SUBTOTAL 02650 Slto Concrete curb 4” sidewalk (broom finish) en@/ porch 5’ x 6’ & walk SUBTOTAL -I--- -- 03000 BUlLDiNG CONCRETE Concrete: 03300 Building slab 8 foundation #I @ 12” 0.c.e.w. SUBTOTAL 50 t 1 2605 $3.00 sf 1900 1900 60 55 220 2 70 350 6175 $5.65 sf 6175 $0.75 sf $15.00 If S1.200.00 ea $450.00 ea s4,500.00 Is $556.00 Is $1.35 sf $0.45 sl S2.00 il $2.75 II SO.65 sf 5150.00 ea $10.20 If s4.00 sf ----- !31,200.00 t . $450.00 $2,4m.O0 57,875.OO 57.aw.00 $4,50.00 $556.00 f5,Osa.OO - $2.565.00 $855.00 s: 20.00 $151.25 $143.00 5300.00 $4x34.25 $714.00 $1,400.00 52.114.00 $34,888.75 $4,631.X s39,520.00 - -- .--. 040% MASONRY Masonry wail footing - 1' x 3’ Masonry wall 6’ high SUBTOTAL 05000 METALS: 140 a40 -.--. . $30.00 if $4,200.00 $13.00 sf 510.920.00 $ls,l2o.a0 _._ 05100 Stn.ictural Steel roof framing by others Columns by others Handrelis by others Mezzanine steel beams - one Q 29’ 6” by others SUBTOTAL $0.00 --06000 WOOD: ..._.~~._._ 05100 Rough Caqmtry: Rywood roofing Rough carpentry walls 8 mezzanine Wood stain SUBTOTAL 6565 $1.20 sf s7,878.00 1 $59,597.00 Is s59,597.00 NC $3500.00 ea $C.OO $67,475.00 2 06400 Mllhvork Kitchen P-lam base cabinet P-lam uppers Restrooms I - 15 - counter top - 3 each 34Q.00 If $600.00 SUBTOTAL $600.00 -. 07000 THERMAL I MOISTURE PROTECTION: - --- 07200 07500 07600 Inaulatlon: Walls- R-19 Roof R-30 SUBTOTAL 13125 by others so.40 sf $5.25000 ts,250.00 Roofing Panel roof - metal 24 9a galv. in standard colw SUBTOTAL by others $0.00 Flashing/Sheet Metal Access panels - rated @ Attics SUBTOTAL 2 $175.00 ea $350.00 $350.00 I --- - 08000 DOORS&VI N DOW3 06250 08330 08800 Ooors/FmmedHardwar: Exterior 3’ doors Interior 3’ d0ars Exterior pairs Interior pairs Trip charge StOCkii SUBTOTAL Door Laborllnstallation: Per plans SUBTOTAL Roll-Up Doors. S X 10’ Roll up (Provienj lo X 10 Roll up (Provien) SUBTOTAL Glazing: Ex&icx windows SUBTOTAL 1 $700.00 8a 5 $475.co ea 4 5875.00 ea 1 $725.00 ea II) 545.00 8-3 10 $8.011 8a 1 $2,744.00 Is 1 274 61,650.OO ea $24.00 sf 5700.00 $2.37500 s3.500.00 $725.00 9450.00 580.00 S7,830.00 $2,744.00 %2,744.00 d1.653 00 51,6!50.00 $6.576.00 $6.576.00 I 09000 (FINISHES: .- ‘LatWPlsstec hver wood studs Lathkcratch shower walls SUBTOTAL 3460 $8.00 sf $27,640.00 . 307 $4.00 sf % I ,.a3.00 $29,068.00 3 09300 I - . . e- DrywalllFramlng: D.W. hang, tape & finish Drywall stocking SUBTOTAL Ceramic tile (Allowance): Resbrxm countertops Shower stalls SUBTOTAL Floor Covering: Allowance offlce Carpet- Albwance Base- Roppe 4’ Restrooms Sheet vinyl - Armstrong SeagatelSuffieLd 471 Self coving 6” 170 Lobby, M&J-Purpose, ExercJse & Kitchen VCT- Armstrong Excelon Base- Roppe 4 BU BTOTAL Point: Walls & ceilings Doors-Stafn grade Roll-up door SUBTOTAL loo00 ISPECIALTIES: 10500 I Lookers - metal by F&public SUBTOTAL 10600 Toilet PartiUons: (P- Lamlnate) Handicap stall Regular stall Urinal screens 10800 Toll& Accessories: Grab bars -(Pair) Paper towel holders Paper towel recessed model w/trash Toilet paper holders Napkin disposal Soap dispenser - Recessed Seat cover dispenser - Handicap sign at bethroom 10810 Mirror-framed 24” x 36” 10620 FRP panels SUBTOTAL ..-. NIC 2 $950.00 ea 1 $790.00 ea 1 $150.00 ea 3 %118.00 pr 1 $67.00 ea 2 $406.00 ea 4 $35.00 t3a 4 $30.00 ea 5 $100.00 ea 4 $55.00 ea 3 SE00 ea 5 $105.00 ea 680 $2.50 sf $1.900.00 $790.00 $150.00 $354.00 $67.00 $812.00 t14O.00 $30.00 $500.00 $220.00 $105.00 $525.00 $1,700.00 I------ -.-.._ - _. _. 4 32206 $1.25 sf 1 $450.00 Is 24 $8.00 sf 307 $8.00 sf NC NIC $2.15 sf $5.65 If NIC NC 32206 so.39 sf 14 $90.00 ea 2 5100.00 ea $40,256.88 $450.00 f 192.00 $2.456,00 $2.648.00 $883.65 $960.50 $1.844.15 $12.56034 $1,260.00 s200.00 f14020.34 $0.00 $?,2Q3.00 11000 EQUIPMENT: 11400 Appliances: Allowance Refrigerator Microwave Dishwasher SUBTOTAL ---- 12000 FURNISHINGS: NIC $S50.00 ea SO.00 NC s250.00 ea SO.00 13223 NC l $600.00 ea SO.00 SO.00 --- -- 12500 Window Coverings: %OO MECHANIC&: NIC -. 15400 Plumbing: Per the following scope: 1 sz1,449.00 Is $21,449.00 4 - Tank type ADA flush toilets with seats 2 - Wall hung urinal3 with flush valves 5 - Self rimming sinks with self dosing faucet 8 gnd drains 2 - Orinking fountains 3 - Shower drains 8 ADA shower valves 1 - 75 gallon gas water heater 2 - Fforx drains for restrooms 1 - F!cor drain for Kitchen ABS C&W on first floor site work SUBTOTAL 1 $36,566.00 Is $36.566.00 s58.017.00 15500 Fire Protection: NIC 15560 Firs Extlngulshers Fire Extinguishers with cabinet SUBTOTAL 3 $150.00 ea s450.00 S450.00 1 %31.361.00 Is 531,361.OO 15600 HeatInglAIr Condttioning: Per the following scope: 3 - 5 ton & 1 - 3 ton split system tap heat pumps Outslde air duct Refrigerant lines 4 - Programmable thermostats Exposed ductwork Supply air diffusers Return air grills 1 - Ceiling mount exhaust ian 1 - Roof fop exhaust fan condensate drains Start up 8 test T-24 Design build & permit !W BTOTAL b31,361.00 Bathroom G.F.I.C. Separate circuit for Refer. Separate &cult for Telephone Separate circuit Water Heater - 3OA Sepamte circuit for Microwave _- 36 $45.00 ea f 1,620.OO 10 $75.00 ea $750.00 1 575.00 aa $75.00 1 375.00 ea 575.a 1 $200.00 ea $200.00 1 $125.00 ea s 125.00 23 :!~~ _.-. -- - “Sbigle pole 12oLZ77 Vdt Switch 18 945.00 ea $810.00 Type A tighting 12 $560.00 ea $6,720.00 2 Type B Lighting 36 $190.00 ea $7,220.00 . Type C Lighting 3 $165.00 ea 5495.00 13224 ‘TLpe 0 Lighting 3 si58.00 ea $474.00 w c Adder far Battery Back UQ 1 $175.00 ea d 175.00 Type E Lighting 3 $125.00 ea $375.00 -. - - . --. : Type F lighting 2 $85.00 ea $ I7O.cu Type G Lighting 5 $165.00 ea $825.00 Telephone/Data Ring 8 String 4 fi25.00 ea 6 100.00 . * Connect Only Exhaust Fan 2 $35.00 ea $70.00 Thermostat Ring and Sting 1 $25.00 ea $25.00 Title 24 Load CaWSingle lines w/drawings 6175 $0.25 si $1,543.75 400 Amp 30 Circuit 120 Volt panel 1 3475.00 ea $475.00 &it sysiem heat pump 4 $350.00 ea t1,400.00 Eiectrical setvice allowance 1 !?20,000.00 allow %!0,000.00 Telephune backboards 1 $80.00 ea $80.00 SUBTOTAL s43,802.73 16700 DatalCommunication Systems N.I.C. 165Ofl Life Safety system N.1.C 16720 security Sydem N.i.C. 01015 Contingency 3.0% $13.777.39 SUBTOTAL Sl3,M.90 SUBTOTAL $473,043.21 $471.043.21 Ii Prevailing Wage: 30.00% $141,912.96 $614,956.17 01025 Profit & Overhead @ 796 $43,046.93 $658,003.10 01140 Bond Premium NIC 01145 Insurance @l G/o $6,580.00 $664,583.10 TOTAL ESTIMATE $66+,583.10 $1664.,>83 l 10 ._= - .---.. ~.. ---__ --__- .- __ = Steel Building and Roof Erection Fees TOTAL $70,879.00 $39,500.00 $5,037.86 $780.000.00 ADDITIONAL AMOUNT EXPENDED TO DATE: Architect, Engineering, Surveying $47,894,88 In-Rind Services $85,929,00 Donations (Material) $9.625.00 TOTLXG $143,449.88 ___l_---___-l____l-------------------- ---==-E=========--==--=----==-~-----== ____~-----------_I---~~------~~~~~~ _. _.-. 6 EXHIBIT 4 City of Carlsbad WHEN RECORDED MAIL TO: City of Carlsbad City Clerk’s Off ice Attn: City Clerk 1200 Carlsbad Village Drive Carlsbad CA 92008 (Space above for Recorder’s Use) NOTE TO BORROWER: This Note is not assumable. PROMISSORY NOTE Secured by a Deed of Trust $80,000 Date: June 25, 2001 Carfsbad, California Lots 204-081-08.204-081-09 and 204-081-l 0 in Villaqe Redevelopment Area of the Citv of Carlsbad (the “property”). FOR VALUE RECEIVED, JOIN HANDS-SAVE A LIFE, a California nonprofit corporation (“Borrower”), promises to pay to the City of Carfsbad, a munfcipat corporation (“City’), the principal sum of Eighty Thousand Dollars ($80,000), 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 Ameement. This City Promissory Note is made pursuant to a Community Development Block Grant Subrecipient Agreement dated June 25, 2001 (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. Securitv. 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 4/2/200 1 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. Intere@. There will be no interest charged on the Loan. 6. Term. The term of this City Promissory Note (the “Term”) shall commence?%% 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 proper&y consi;stsnt 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 fo@ven according to Paragraph 9 below, the principal amount of this Nut@ 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) laiture 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 retated 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. Fornivable. 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 4/2/200 1 37 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: wrn I FM4 s. Borrower ati any endorsers or guarantors of this City Note, for thei~~elves, their heirs, leg&l representatives, successors and assigns, respe@vely, sever&y waive diligertce, pre@ntWt, protest, and demand, and not&e of protest, di%honor and n&payment of this City Note, and expressly waive any rights to be ref~ased by re@on of any exten&3n of time or change in terms ti payment, or change, alteration or release of any @ecurity given for the payments hereof, and expr&&iy waive the right ta plead bny 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 agreO to pay afi costs of collection when incurred, including reasonable attorneys’ fees. If an a& is instituted on this City Note, the undersigned promises to pay, Ifi addit&? to the costs and disbursements allowed by law, such sum as a court rr~y adj reasonable as attorneys’ fees in such action. 13. Manner and Place of Pament. All payments of princip&l due under this City Note shall be payable in lawful money of the United Stat@s of America at the office of the City of Carfsbad, Housing and Redevelopment Dwrtment, 2965 Ro&$eveit Drive, Suite B, Carlsbad, California 92008, or W& other address ae the City may designate in writing. f4. No W&g$w 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 sim~!ar or unrelated brsach, default or failure. 15. Givinn of ~a~~& Except for any noWe 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 4/2/200 1 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 reoefve 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. fnvalid Provisions. If any one or more of the provisions contained in this Note shall for any reason by held to be invalid, illegal or unenforceabie 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 thls Note. 20. Entfre A+pement. This Note (along with the Deed of Trust) sete for31 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 Ctty 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. JOIN HANDS - SAVE A LIFE, a California Non-Profit Corporation By: 7L + ,t Frank Sorino, Executive Director Join Hands Promissory Note 4/2/200 1 State of California 5,h t -3 r-r-y,, County of On /&pit /O 300 id before me, 1 &q 5. .tirrsl;l IDATE) Fiml k” Gcmkt‘j (NOTARY) personally appeared SIGNERIS) 0 personally known to me - OR - OTARY t’“BLlCCALlFORNlA B COMM. t 1237167 Y SAN t.liEGoCoU~ q COMH. EXP. OCT. 9, m proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/&&hey executed the same in his/h&&-&r authorized capacity(ies), and that by his/m signatures(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. NOTARY’S SIGNATURE OPTIONAL INFORMATION The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgement to an unauthorized document. CAPACITYCLAIMED BYSICNER (PRINCIPAL) Cl INDIVIDUAL P CORPORATE OFFICER -~t&y\+a~ ~pCcJi-tt+drv- TITLE(S) 0 PARTNER(S) cl ATTORNEY-IN-FACT 0 TRUSTEE(S) [7 GUARDIAN/CONSERVATOR 0 OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) DESCRIPTIONOFATTACHEDDOCUMENT p~o/vl~u~ hsc3k TITLE OR TYPE OF DOCUMENT 4 NUMBER OF PAGES “i/&J 1 DATE OF DOCUMENT OTHER E RIGHT THUMBPRINT E -iT OF L--- 2 x SIGNER f B F APA 5199 VALLEY-SIERRA, 800-362-3369 3 0 EXHIBIT 5 RECORDING REQUESTED BY: City of Carlsbad WHEN RECORDED MAIL TO: City of Carlsbad City Clerk’s Office Ii Attn: City Clerk \ 1200 Carlsbad Village Drive . DOC # 2001-0436158 JUN 27, 2CK31 2:48 FM ImCIAL RECORDS !SH DIEGO COUNTY REmKR’S OFFICE 13226 GREGORY ;.$ITHs ~~~~ UAYvi 2’ v Carlsbad CA 92008 &J (Space above for Recorder’s Use) PJF 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 25th day of June ,2001, 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, identified as lots 204-081-08,204- 081-09, and 204-081-10 in the Village Redevelopment Area of the City of Carlsbad and is further described in the attached Exhibit “A” (the “Property”). TOGETHER WITH atl 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 Jm@ 25 ,2001, the principal sum of eighty thousand dollars ($80,000) (the “Note”). TO SECURE to the City the payment of all other sums, with interest thereon, advanced in accordance herewith to protect this Security Instrument; and the performance of the covenants and agreements of Borrower herein contained; and, TO SECURE the performance of any obligations of Borrower in any other agreements with respect to the financing of the Property, the failure of which would adversely affect Beneficiary, whether or not Beneficiary is a party to such agreements. 13227 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 m of w. 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; Ltens. 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 prior@ 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 Ciis 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 -2- 13228 right to hold, or cause its designated agent to hold, the policies and renewals thereof, and Borrower shall promptly furnish to the City, or its designated agent, the original insurance policies or certificates of insurance, all renewal notices, and receipts of paid premiums. In the event of loss, Borrower shall give prompt notice to the insurance carrier and the City or its designated agent. The City or its designated agent, may make proof of loss if not made promptly by the Borrower. The City shall receive thirty days advance notice of cancellation of any insurance policies required under this Section. Unless the City and Borrower 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. Odcupancy, 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. - 3 - 13229 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 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, -4- ?/, 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., 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 -5- ?7 13231 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 lnstrument 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 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 shafl 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 - 13232 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, Executive Director ATTEST: /7 Ld’RF(AndE M. WOOD, C Clerk APPROVED AS TO RbNAfi R. BALL, City A . - 7 - 13233 Description of attached document +&TJ 6~ T,-s+ arzx Sew,& &wwvq State of California > County of San Diego ) On A+ \ IO, 300 t Before me, Gary S. Nessim, Notary Public, personally appeared Ffi k4C 4~7 rPl4~ personally known to me (or proved to me on the basis of satisfactory evidence) ;o be the person(s) whose name(s) is/mubscribed to the within instrument and acknowledged to me that he/s- executed the same in his/he&heir authorized capacity(ies), and that by his/he&ki-rsignature(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. 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. 13234 - 8 - EXHIBIT 6 May 1,2001 Frank Boensch Management Analyst Housing & Redevelopment Department City of Carlsbad 2965 Roosevelt Street, Suite B Carlsbad, CA 920082389 R&3: Reauest for Extension of Time Dear Mr. Boensch: I am writing this letter to request an extension for use of the CDBG funding for the Join Hands project on Roosevelt Street. We previously received an extension for some of the CDBG funding to allow completion of the project by June 30, 2001. We have made substantial progress toward the completion of the project by that date. However, we have recently found out from you that HUD is unwilling to allow us to proceed with our original plan. Therefore, we will need an extension of time to June 30,2002. We have met the following milestones regarding the oompletion of the project: 1. Retained an engineering firm and processed a boundary adjustment through the City of Carlsbad to convert the three small lots purchased into one large buildable lot. 2. Retained an architect, engineers, and others to develop a complete site plan. Soils engineering work has been completed, architectural plans have been submitted to the City and reviewed by Esgil Corporation and City departments and approved for purposes of pulling a building permit. 3. Project plans were issued to bidders for the project. Bids were opened and discussions held with bidders regarding phasing the project so that it could be initiated forthwith. 3 J* Frank Boensch 4 I May 1.2001 Page Two 4. Bids were solicited for the steel roof and framework of the building and a bidder was selected from the bids received. Based upon the bids received, JHSAL was ready to move forward with its project. We anticipated having a completed exterior building with parking lot and landscaping in place by the deadline of June 30, 2001. As previously submitted to the City, JHSAL has obtained over $100,000.00 of in-kind services to this project to date. Utilizing that strategy, we anticipated completing the interior of the building with volunteer contrac- tors who are lined up to provide the various resources needed to complete the building. Unfortunately, HUD has recently informed the City that the volunteer waiver forms provided for this purpose would not be allowed on this project. The project must be entirely completed at prevailing wage with no use of volunteers. Thus, JHSAL requests an extension of time on the CDBG funding so that it may complete its fund-raising campaign and raise additional monies necessary to complete the interior of the building. Additionally, the City has recently provided $100,000.00 in this year’s CDBG budget for our building. This funding will not be available until September of this year. We need to have all of the funding carried forward into the same year so that we may enter into a binding construction contract with sufficient funding to complete the project. If there is any further information you need or anything I can do to assist you with the process, please contact me at your convenience. Thank you for the help and guidance you-have continually provided on this project. We are confident that the project will be completed within this next funding cycle. Sincerely, JOIN HANDS-SAVE A LIFE FRANK ANTHONY SORINO Executive Director FASlb From: Debra Doerfler To: Frank Boensch Subject: Join Hands agreements Frank, Just a heads up, you may recall back in December when there was another set of agreements that the Promissory Note was not recorded (The County Recorder does not handle this type of document.) Therefore, in order to speed up the processing of your documents I will not be sending the current Promissory Note to the Recorders office. Only the Deed of Trust and the Agreement will be sent for recordation. If you have any questions, please contact me at your earliest. Debra cc: Debbie Fountain