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HomeMy WebLinkAbout8.2 HUD Repayment Loanor 19 82 /ii � 111 DATE: May 6, 2014 TO: FROM: SUBJECT STAFF REPORT CITY COUNCIL Honorable Mayor and City Councilmembers CITY CLERK File #600 -40 Christopher L. Foss, City Manager " Resolution Authorizing the City of Dublin to enter into a Public Participating Jurisdiction Agreement with the Cities of Pleasanton and Livermore and the County of Alameda for Repayment of a United States Department of Housing and Urban Development Loan to Support Axis Community Health Clinic Expansion Prepared by Lynette Darensburg, Administrative Analyst 11 EXECUTIVE SUMMARY: The City Council will consider authorizing the City of Dublin (the "City ") to enter into a Public Participating Jurisdiction Agreement ( "PPJ ") with the cities of Pleasanton and Livermore, and the County of Alameda. The City of Pleasanton is applying for a Section 108 Loan through the Department of Housing and Urban Development ( "HUD ") for $1.25 million to provide funding for the improvement of the new healthcare facility acquired by Axis Community Health ( "Axis "). The project, which is a key priority in the 2011 Tri- Valley Human Services Needs Assessment ( "Needs Assessment "), would enable Axis to more than double its capacity to serve low- income residents and meet the growing health care needs within the Tri - Valley. Should the loan be approved, the PPJ will allocate repayment responsibility among the participating public agencies. FINANCIAL IMPACT: If the City of Pleasanton is successful in obtaining the $1.25 million loan ( "loan "), the City would enter into a PPJ agreement to participate in the repayment of the loan. The City's share would be approximately $221,676 which could be paid over a 20 -year period ($11,084 annually) or in one lump sum. The primary repayment source would be the City's annual allocation of federal Community Development Block Grant (CDBG) funds. A secondary repayment source could be from the Community Grant Program's General Fund allocation, if necessary. RECOMMENDATION: Staff recommends that the City Council adopt a Resolution Authorizing the City of Dublin to Enter into a Public Participating Jurisdiction Agreement with the Cities of Pleasanton and Livermore, and the County of Alameda, for Repayment of United States Department of Housing and Urban Development Loan to Support the Axis Community Health Clinic Expansion; and authorize the City Manager to apply for additional grant funding that may become available for this project through the County of Alameda CDBG Contingency Pool. Page 1 of 5 ITEM NO. 8.2 Submitted By Community Development Director BACKGROUND: 'Reviewed By Assistant City Manager The cities of Dublin, Livermore and Pleasanton, and County of Alameda have a history of working collaboratively on human service efforts in the Tri- Valley. The recent completion of the Tri - Valley Needs Assessment in 2011 represents one such collaborative effort. The Needs Assessment identified a number of human services needs within the Tri - Valley, including improving and increasing access to health care and behavioral health. Axis Community Health serves this need for low- income and uninsured residents within the Tri - Valley. The organization is currently undertaking an effort to meet the growing demand for these services through construction of a new clinic in Pleasanton. Axis Community Health Axis Community Health is a private nonprofit 501(c)(3) community health center that has served the residents of the Tri - Valley area since 1972. Background information about Axis Community Health is attached to this report (Exhibit A). Axis' mission is to provide quality, affordable, accessible and compassionate health care services that promote the well -being of all members of the community. Axis' services include: • Pediatric, adult and geriatric primary care medical services; • Obstetrics, gynecology and family planning; • Mental health counseling; • Drug and alcohol recovery programs for adolescents and adults; and • WIC (Women, Infants, and Children) nutrition program. Axis provides services at five sites in the Tri - Valley. Medical services are located at 4361 Railroad Avenue in downtown Pleasanton and at a satellite clinic at the City of Livermore's Multi- Service Center at 3311 Pacific Avenue. Mental health counseling services and the teen drug and alcohol program are provided at a site on Owens Drive in Pleasanton, and adult behavioral health services are located on Lindbergh Avenue in Livermore. The Women, Infants, and Children (WIC) nutrition program is located on Santa Rita Road in Pleasanton. Axis also utilizes a sixth location on Spring Street in downtown Pleasanton, which houses the organization's fiscal department. Axis serves more than 14,000 residents of eastern Alameda County. In the past year, local residents made more than 111,000 visits to Axis, including: • 38,000 medical visits • 2,600 teen drug and alcohol visits • 22,000 adult drug and alcohol visits • 6,400 mental health visits for children, adults and families • 34,000 WIC nutrition program visits • 8,000 enrollment and eligibility visits Axis is the only provider of medical care for low- income and uninsured residents of the Tri - Valley. It is also the only provider of affordable outpatient drug and alcohol recovery services for adults and the sole provider of outpatient drug and alcohol services for teens. For Page 2 of 5 the past two years, Axis has been enrolling more than 300 new medical patients and 50 new behavioral health clients each month. The agency has a staff of 155 which includes physicians, nurse practitioners, registered nurses, mental health professionals, drug and alcohol counselors, registered dieticians, and a variety of support personnel. Axis also has an intern program for post - graduate and post - doctoral level mental health professionals. The staff is multi - lingual and has the capacity to provide services in a variety of languages. Axis has an annual operating budget of $12 million. Support comes from local, County, State and Federal funds, foundation grants, community donations, and patient revenues, and public insurance, including Medi -Cal and Medicare. Axis' capacity to provide medical care for the growing indigent and uninsured population of eastern Alameda County has been stretched as far as possible, given existing clinical space. Axis' main clinic is located in downtown Pleasanton at a site that was originally built in the 1950's as a small apartment complex. Since Axis began operating at this site in 1974, the buildings have been remodeled to accommodate 16 examination rooms. This site operates five days a week, two evenings each week and on Saturdays. The site has been legally grandfathered with respect to meeting the Office of Statewide Health Planning and Development (OSHPD) requirements for clinical space, and most clinical areas and hallways are significantly smaller than current codes require. In order to accommodate the need for clinical space, all storage areas have been converted to staff offices, the employee restroom has been converted to a pharmacy and all administrative and IT staff has been relocated off -site. Medical care is also currently provided at the City of Livermore's Multi- Service Center where Axis maintains a clinical space that includes seven examination rooms. This site is fully utilized five days a week, two evenings a week and on Saturday mornings. The City of Livermore is unable to enlarge this building, and it is not possible to create additional clinical space at this site. To meet the growing demand for services, Axis conducted a comprehensive market assessment to determine future needs for clinical and behavioral health space in eastern Alameda County. The assessment indicated Axis would double the number of people is serves by 2015 and that the number of patients will potentially triple over the next five years prompting the Axis' Board of Directors to determine a third clinical site was required to meet the existing and projected needs of the community. Following an exhaustive search of the Tri- Valley area, Axis purchased a 24,000 square foot building located at 5925 West Las Positas Boulevard in Pleasanton in December 2011. The new site occupies one -half of a 48,000 square -foot building. The space acquired by Axis is currently a vacant warehouse and will require a full remodel to create clinical space. Because the site was in foreclosure, Axis was able to realize significant savings, and the site was purchased for $2.35 million (less than $100 per square foot). Upon completion of the new clinic, Axis will nearly double its capacity, and will be able to serve a projected 20,000 patients. Axis is working with financial consultants to develop a comprehensive business plan for financing of the $12 million project. Project support is expected to include a combination of bond financing, local and County support and capital campaign proceeds. More detailed information about the site, facility, and overall funding package is attached to this report (Exhibit B). Page 3 of 5 Public Participating Jurisdiction Agreement The three cities and County have met with Axis several times over the past several months to discuss the most appropriate method to jointly support Axis' project. The HUD Section 108 Loan Program allows jurisdictions to borrow against their future allocations of CDBG funds to provide a larger infusion of funds for major projects. In the past, the cities have used Section 108 loans in combination with Public Participating Jurisdiction Agreements to support this type of regional project. Of the three Tri- Valley jurisdictions, Pleasanton is the only one in a position to be the lead agency and primary borrower for a Section 108 loan. The City of Livermore has used its Section 108 capacity on several projects, including other projects with regional collaboration such as Sojourner House and the Tri - Valley Housing Opportunity Center. The City of Dublin is not an entitlement city (i.e. does not receive HUD funding directly) and therefore is not eligible to apply directly for a Section 108 loan. The terms for Section 108 loans are flexible and subject to negotiation between the borrower and HUD. Based on joint discussions, it is recommended that the City of Pleasanton apply for a loan in the amount of $1.25 million with a term of 20 years, to maintain annual payments for all participating jurisdictions at a manageable level. HUD will secure the loan through a first lien on the property. While the City of Pleasanton will be primarily responsible for ensuring repayment of the loan to HUD, through the PPJ, all participating agencies would contribute to the repayment. The repayment formula would be based on the proportional number of residents Axis serves in each community. Jurisdiction Estimated Annual Payment ° �0 n Total Payment (20 Years) Pleasanton $16,922 27% $338,442 Livermore $19,494 31% $389,884 Dublin $11,084 18% $221,676 Alameda County $15,000 24% $299,997 TOTAL: $62,500 $1,250,000 ( *) The distribution is based on population data from the 2010 Census. Population figures for the unincorporated county include Sunol and Castro Valley (62,301) but do not include Ashland, Cherryland, Fairview, or San Lorenzo (70,108). Jurisdictions would have the option of making their payments annually or in one or more lump sums (for example, a jurisdiction may opt to make one large payment up front and forego the option of annual payments). There are no penalties for early repayment of the loan which would allow maximum flexibility to individual jurisdictions to repay their "share" of the loan according to the availability of funds and other considerations. Staff anticipates that the City will have a range of options to repay its share of the loan either through annual payments (e.g., approximately $11,084 per year for 20 years) or in one, or more, larger lump sum payments, until the total obligation of approximately $221,676 is met. For reference, a description of fund sources and a facility diagram is attached to this report (Exhibit Q. Assuming the continued availability of CDBG funding at present levels, Staff does not anticipate the need to repay the loan from secondary sources. However, in the event that CDBG funds are insufficient or unavailable, the City could use funds earmarked annually for human service programs through the Community Support Grant program's General Fund Page 4 of 5 allocation. Approximately $120,000 is allocated annually for this purpose. Additionally, Staff could explore other funding options with the intent of repaying Dublin's share of the loan early. Conclusion The Axis clinic remodel project is the largest human service capital project in the Tri- Valley at the present time. Local jurisdictions have traditionally provided a high level of support to Axis not only for this project (and related capital improvements to clinic facilities) but for the wide range of medical services that Axis provides to low income residents of the area. The clinic project directly addresses many of the key priorities and findings in the 2011 Tri - Valley Human Services Needs Assessment. Further, the project represents an opportunity for regional collaboration. HUD's Section 108 loan program provides a way to bring in a larger amount of funding up front (with flexible terms) in order to move key projects forward quickly. Tri - Valley jurisdictions have already been providing funding to Axis at similar annual levels. The loan provides an opportunity to allocate this funding in a more strategic fashion and at a time when it can ensure implementation of this critical regional project. As the lead agency, and a CDBG entitlement city, Pleasanton will submit the loan application to HUD. The four jurisdictions will continue to work together to finalize and execute a PPJ to memorialize the terms of the collaborative loan repayment. CDBG Grant Funding The City of Dublin, is not a CDBG entitlement city, but is part of the CDBG Urban County City Consortium. As such, Dublin has the opportunity to access CDBG contingency pool funding. If it is determined that funding for the upcoming fiscal year is available, Staff recommends that the City Council authorize the City Manager to submit a funding application to the County in further support of Axis Community Health's project. ATTACHMENTS: 1. Resolution Authorizing the City of Dublin to enter into a Public Participating Jurisdiction Agreement with the cities of Pleasanton and Livermore and the County of Alameda for repayment of United States Department of Housing and Urban Development loan to support Axis Community Health Clinic Expansion 2. Proposed Public Participating Jurisdiction Agreement Exhibit A- Axis Community Health Background Information Exhibit B- Sources of Funds and Facility Diagram Exhibit C- Loan Repayment Breakdown Page 5 of 5 RESOLUTION NO. XX - 14 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * ** RESOLUTION AUTHORIZING THE CITY OF DUBLIN TO ENTER INTO A PUBLIC PARTICIPATING JURISDICTION AGREEMENT WITH THE CITIES OF PLEASANTON AND LIVERMORE AND THE COUNTY OF ALAMEDA FOR REPAYMENT OF UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT LOAN TO SUPPORT THE AXIS COMMUNITY HEALTH CLINIC EXPANSION WHEREAS, the Cities of Dublin, Pleasanton, and Livermore and the County of Alameda have a history of working collaboratively on human services efforts in the Tri- Valley; and WHEREAS, the Axis Community Health capital improvement project (the "Project ") is the largest human services capital project in the Tri - Valley; and WHEREAS, the Project directly addresses many of the key priorities and findings in the 2011 Tri - Valley Needs Assessment; and WHEREAS, the Project represents an opportunity for regional collaboration; and WHEREAS, the City of Dublin ( "City ") desires to partner with the cities of Pleasanton (as lead agency) and Livermore and the County of Alameda to assist in funding the renovation of their medical facility by entering into a Public Participating Jurisdiction Agreement ( "PPJ ") to memorialize the collaborative effort; and WHEREAS, the City of Pleasanton is applying for a Section 108 Loan through the Department of Housing and Urban Development ( "HUD ") for $1.25 million ( "Loan ") to provide funding renovations of the healthcare facility acquired by Axis Community Health; and WHEREAS, if the City of Pleasanton is successful in obtaining the Loan, the City's share would be approximately $221,676 which could be paid over a 20 year period ($11,084 annually) or in one or more lump sum(s); and WHEREAS, the City's share is based on the proportional number of residents served by Axis in the community; and WHEREAS, the primary repayment source would be the City's annual allocation of federal Community Development Block Grant ( "CDBG ") funds and a secondary source would be from the Community Grant Program's General Fund allocation; and WHEREAS, the City desires to apply for additional funding that may become available through the Alameda County CDBG Contingency fund to support the Project. NOW, THEREFORE, BE IT RESOLVED the City Council hereby finds and determines as follows- Iii 1. All recitals above are true and correct and incorporated herein. 2. The City Manager is hereby authorized to execute the PPJ and to execute such other documents and take such further actions as may be necessary or appropriate to carry out the City's obligations under this Resolution. 3. The City Manager is hereby authorized to apply for grant funding that may come available through the Alameda County CDBG Contingency fund and execute associated documents. PASSED, APPROVED AND ADOPTED this 6th day of May 2014, by the following vote- AYES- NOES- ABSENT- ABSTAIN- ATTEST- City Clerk 2268630.1 o Mayor Healthy communities matter to everyone. Exhibit A IJ aI is health' ARE- Axis Community Health seeks $97 million to fund construction of a new health facility offering affordable, qualify medical and mental health care for Tri- Valley residents. Helping people stay healthy lowers healthcare costs, integrating medical and mental health care delivery treats the whole person. Better access to care means better health outcomes for patients. Axis Community Health provides ser- vices for more than 14,000 people. We offer quality, affordable, accessi- ble and compassionate care for all community members. Last year, Tri- Valley residents made 103,000 visits to our five locations, Including: + 38,000 medical visits + 2,600 teen drug and alcohol visits • 22,000 adult drug and alcohol visits • 6,400 mental health visits for children, adults and families • 34,000 WIC nutrition visits We are the only provider of medical care for low - income and uninsured Trl- Valley residents, ensuring access to all In need of primary care. Why? Because studies show increased ac- cess to care significantly reduces the need for more costly types of medical treatment, such as hospital emergen- cy services and inpatient care. In fact, access to care is a key element to stemming the rising costs of healthcare. Increased access to care significantly reduces the need for more costly types of medical troahnent. GROWING NEEa FOR AFFCIRDARV, QUALITY CARE The need for Axis's medical services is growing rapidly. We are enrolling nearly.300 new patients each month and seeing an Increase of 15% each year in the number of medical visits. Right now we serve 14,000 Tri-Val ley residents, and expect to serve more than 20,000 by 2015, as determined In a demographic study of our service area. The growth trend is due to: + The Tri - Valley's growing popula- tion, which has increased by 22% In 10 years • The economic downturn causing more families to need access to affordable, quality primary care • Changes in the healthcare delivery system AT FULL CAPACITY Axis's two medical clinics, one in Liv- ermore and one In Pleasanton, are operating at full capacity. We've hired more medical providers, added Saturday and evening hours, and opti- mized the number of patients seen per hour. The only option for expand- ing our service capacity to meet the growing need is adding more exam roams —which requires more space. Right now we serve 94,000 Tri- Valley residents, and expect to serve more than 20,000 by 2095. VISION FOR TnE FUTURE To meet the need for more exam rooms, Axis has purchased a 24,168 Sq. ft. building which we will renovate into a new health facility slated to open in 2015. Following a year -long search throughout the Tri - Valley for a suitable site, Axis acquired the prop- erty at 5925 W. Las Positas Blvd. in the Hacienda Business Park in Pleasanton. The Hacienda site will include exam rooms, procedure rooms, mental health counseling rooms, patient education facilities, a pharmacy, and other ancillary ser- vices. The new location offers ample park- ing and is readily accessible by public transportation. All of Axis's present service sites will remain In operation. Along with adding capacity, the pro- ject enables Axis to achieve Its goals of fully- Integrating medical and men- tal health services in a "medical home" care delivery model that has proven effective In achieving better outcomes for patients. We will be able to provide 40,000 medical visits per year at the Hacienda facility, which will double our capacity. IWS rrrr>Ill�ltrlil[r health' Nov 2013 Axis Community Health Present Site Railroad Avenue Pleasanton, CA Main corridor In medical clinic. Three-foot width, not compliant with current codes. Storage closet converted to office for clinic manager, 35 sq. ft. Q x 5). Also used to store diabetic retinopathy screening equipment, due to lack of other space. Typlcai exam room, less than 80 square feet and not compliant with current codes. Exterlor view main buildings, constructed In 1955, and very limited parking. Exhibit B SOURCES OF FUNDS CHCN Measure A 881000 HCSA Measure A 2001000 City Funds (CDBG)- Dublin, Livermore, Pleasanton 5381000 Tax - Exempt Bonds (upper limit for debt) 710001000 Capital Campaign 116501000 Other Sources 2,4931660 TOTAL SOURCES $11,969,660 USES OF FUNDS Acquisition 2,3601556 Predevelopment- Architectural, Engineering, Other 5091946 Construction (preliminary estimate -w/ contingency) 6,353,519 Construction Related- Insurance, Permits, Utilities, etc. 3371576 Furnishings & Equipment 5611598 Financing Related 7691759 Other - Signage, moving, etc. 2341944 Reserves required by Cal Mortgage 8411762 TOTAL USES $11,969,660 LoCATIONs Medical Clinics 4361 Railroad Avenue Pleasanton, CA 94566 3311 Pacific Avenue Livermore, CA 94550 Behavioral Health 6666 Owens Drive Pleasanton, CA 94588 446 Lindbergh Avenue Livermore, CA 94551 WIG Nutrition Program 1991 H Santa Rita Road Pleasanton, CA 94566 Administration & Future Service Site Hacienda 5925 W. Las Positas Blvd, Pleasanton, CA 94588 www.axishealth.org CTMS health" Exhibit B Futpre Service Site, tl or- -noo 7. L,...._ 130ARn OF (DIRECTORS James Paxson, Chair Mark Eaton, Vice Chair Aida White, Secretary Odalis Bigler, Treasurer Yolanda Arias Yolanda Brown Thelma Fones Gladys Montalvo -Campo Farzi Najeeb Savitha Setlur FOUNDATION BOARD OF DIRECTORS Barbara Will, Chair Kathy Koos, Vice Chair Coleen Small, Secretary Sue Compton, CEO & Treasurer Thelma Fones Anne King Heidi Larsen Mindy Miller Nora Sabhlok B. Penny Woods Becky Yeffa ll(zo ( I soIq I' Sue Compton, Chief Executive Officer Kanwar Singh, Chief Financial Officer Valerie Jonas, Chief Development Officer 1'ICGIJI s I (IO IjSIIr.1Atlis Architect : iNDE Architecture Scott Peterson, Principal Financial: Capital Incubator - Andra Lichtenstein, Principal Business: JMWatt Consulting and Hendrickson Consulting Fundraising: Laura McCrea Real Estate: Colliers International - Mark Triska, Sr. VP PRE - DEVELOPMENT FUNDING PARTNERS Atameda County City of Dublin City of Livermore City of Pleasanton Northern California Community Loan Fund For information contact Valerie Jonas 925 -201 -6068 or vjonas @axishealth.org Exhibit B Hyatt Place 10i \`n� \�a Q�Li'n Siva ` 9 Pleasanton .� I oc III-N-Out Bulger Owens Or �.' Ihetlotnc I)eppt saleway l tonerrdge 592$ West Las Positas VafleyCareMedic °to Center Workdayt.• Unter.Laborator. Boulevard, Pleasanton ,h. cost Pfus} S�pi>CrO World Market a�ekit o� "l�G» IiYAI t y x er, house y \�� Val Vrsla ° p � Park `r Upitlort cog tlentesrtary school Axis Community Clinic Relocation Project Exhibit C Proposed HUD Section 108 Loan Terms I Repayment Breakdown (City of Pleasanton as lead agency / applicant) Section 108 Loan Summary: $1,250,000 Total PITT $1,058,604 Principal $191,396 interest (3 -mo LIBOR +0,2 %) $8,469 issuance costs (0,8% estd) $1,050,135 Received from HUD No. Fisc Yr Total Payment 1 2014115 $62,500 2 2015116 $62,500 3 2016117 $62,500 4 2017118 $62,500 5 2018119 $62,500 6 2019120 $62,500 7 2020121 $62,500 8 2021122 $62,500 9 2022123 $62,500 10 2023124 $62,500 11 2024125 $62,500 12 2025126 $62,500 13 2026127 $62,500 14 2027128 $62,500 15 2028129 $62,500 16 2029130 $62,500 17 2030131 $62,500 18 2031132 $62,500 19 2032133 $62,500 20 2033134 $62,500 $15,000 Total: $1,250,000.00 SUMMARY: NOTES: Proposed Breakdown by Jurisdiction 18% 31% 27% 24% Dublin Livermore Pleasanton Count $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $11,084 $19,494 $16,922 $15,000 $221, 676.49 $ 389 ,884.05 $338,442.35 $299,997.11 Jurisdiction Population (2010 Census) Proposed PPJ Distrib Annual Payment Total Payment Dublin 46,036 18% $11,084 $221,676 Livermore 80,968 31% $19,494 $389,884 Pleasanton 70,285 27% $16,922 $338,442 Uninc. Count 62,301 24% $15,000 $299,997 (') Includes Sunol and Castro Valley, does not include Ashland, Cherryland Vairvie r, or San Lorenzo. HUD repayment terms are flexible and allow balloon payments without any prepayment penalty. This would allow any jurisdiction to "pre -pay" all or part of its PPJ obligatlon rather than making annual payments. The "Proposed Breakdown by Jurisdiction" is based on population data from the 2010 Census (American Fact Finder). The population for Unincorporated Alameda County includes only Su& and Castro Valley (62,301) and does not include Ashland, Cherryland, Fairview, or San Lorenzo (70,108). The final payment breakdown for the PPJ would be subject to negotiation and agreement by all participating jurisdictions. PUBLIC PARTICIPATING JURISDICTION AGREEMENT BETWEEN CITY OF PLEASANTON, CITY OF LIVERMORE, CITY OF DUBLIN, AND COUNTY OF ALAMEDA TH THIS AGREEMENT is made and entered into as of this day of , 2014, between the City of Pleasanton, City of Livermore, City of Dublin, and the County of Alameda, hereinafter referred to as PARTICIPATING PUBLIC JURISDICTIONS (PPJs). WHEREAS, the PARTICIPATING PUBLIC JURISDICTIONS recognize the need for affordable health care to serve low- income, indigent, uninsured, and under - insured persons and families in eastern Alameda County; and WHEREAS, the PARTICIPATING PUBLIC JURISDICTIONS all have allocated funds from their respective Community Development Block Grant (CDBG) and/or other funding sources in order to fund the capital clinic improvement projects and medical services; and WHEREAS, the PARTICIPATING PUBLIC JURISDICTIONS recognize the desirability and efficiency of coordinating their efforts in order to fund the remodel of the building located at 5925 West Las Positas Boulevard in Pleasanton to provide a new medical clinic facility to double the capacity of Axis Community Health to provide affordable health care to persons and families in eastern Alameda County; NOW, THEREFORE, the parties hereto do mutually agreement as follows: 1. The parties to this agreement agree to jointly fund a $1.25 million Section 108 loan to provide financing to create a new medical clinic to provide affordable health care to persons and families in eastern Alameda County. This clinic will be located on the Property generally described as 5925 West Las Positas Boulevard, Pleasanton, in Alameda County, (the "Property) more specifically described in Exhibit A, attached hereto and incorporated here by reference. 2. Title to this Property acquired in whole or in part under this Agreement, known as the Axis Community Clinic, shall vest with Axis Community Health (Axis) subject to the condition that Axis shall use the Property for the authorized purpose of the project stated in #1. 3. Axis shall retain Property acquired with funds under this agreement as long as there is a need for the use of such Property as a medical clinic providing affordable health care medical for low- income, indigent, uninsured, and under - insured persons and families in eastern Alameda County. Recognizing that the need, or other circumstances may change, Axis shall request disposition instructions from the PPJ's subject to the conditions of the Regulatory Agreement. The PPJ's shall consult each other on, and have joint approval of, all proposed dispositions and /or changes of use for the Property. im 4. The City of Pleasanton will act as lead agency in the applying to the U.S. Department of Housing and Urban Development (HUD) for a Section 108 Loan Guarantee for the remodel of the building as a new medical clinic facility. The City of Livermore, the City of Dublin, and Alameda County agree to reimburse the City of Pleasanton a portion of the Section 108 loan guarantee on a pro rata basis. 5. The City of Pleasanton will contribute a total of $338,442, which shall be used to finance remodel improvements to create a medical clinic at the Property utilizing a Section 108 loan guarantee from the US Department of Housing and Urban Development (HUD). 6. The City of Livermore will contribute a total of $389,884, which shall be used to finance remodel improvements to create a medical clinic at the Property utilizing a Section 108 loan guarantee from the US Department of Housing and Urban Development (HUD). 7. The City of Dublin will contribute a total of $221,676, which shall be used to finance remodel improvements to create a medical clinic at the Property utilizing a Section 108 loan guarantee from the US Department of Housing and Urban Development (HUD). 8. The County of Alameda will contribute a total of $299,997, which shall be used to finance remodel improvements to create a medical clinic at the Property utilizing a Section 108 loan guarantee from the US Department of Housing and Urban Development (HUD). 9. If another jurisdiction or municipality agrees to provide some or all of the funding for improvement of the Property, that amount will decrease the contribution of the City of Pleasanton, City of Livermore, City of Dublin, and Alameda County by equal amounts. 10. If another jurisdiction or municipality agrees to provide funding for the acquisition and rehabilitation of the Property, this PPJ will be amended to include that jurisdiction with the approval of City of Pleasanton, City of Livermore, City of Dublin, and Alameda County. 11. The PPJ's will disburse their respective fiscal contributions pursuant to the project budget in Exhibit B. 12. It is the responsibility of the City of Pleasanton to notify the participants in the PPJ of any changes to the budget for the acquisition and rehabilitation of the Property. All participants in the PPJ must agree to any increases in the budget. All cost increases will be spread equally among all parties of the PPJ. Conversely, if any decreases occur in the budget, those cost saving will be credited equally among all PPJ participants. 13. The City of Pleasanton, in its role as lead agency, will comply with appropriate Federal, State, and Local regulations, prepare all documentation and undertake monitoring responsibilities required for completion of the project, including regulations regarding Environmental Review and Relocation and Federal Labor standards. 14. Clinic remodel work at the Property will be completed by Axis Community Health and its agents and will be monitored by the City of Pleasanton. 15. The City of Pleasanton, City of Livermore, City of Dublin, and the County of Alameda shall have joint approval of work write up, budget, agreements, and progress payments. 16. The City of Pleasanton will keep all documents relating to the improvement of the Property readily accessible to the other PPJ's for at least ten years from completion of the Property. 17. The PPJ's agree to the recording of one regulatory agreement against the Property that will be approved by the City of Pleasanton, City of Livermore, City of Dublin, and Alameda County, which will cover but not be limited to Occupancy Standards, Reporting Requirements, Change of Use, and Property Disposition. The Regulatory Agreement shall be between the City of Pleasanton and Axis. The PPJ's authorize the City of Pleasanton to act in accordance with the regulatory agreement on their behalf. The City of Pleasanton will require that Axis execute the Regulatory Agreement as a deed restriction recorded on the Property. The City of Pleasanton shall monitor the performance of Axis under the regulatory agreement and shall be responsible for its enforcement in case of default. The City of Pleasanton will notify the other Participating Public Jurisdictions of any failure by Axis to act in accordance with the Regulatory Agreement. Amendments and alterations in the regulatory agreement may be made only by written consent of a designee from each PPJ. 18. The City of Pleasanton agrees to hold harmless and indemnify the City of Livermore, City of Dublin, and Alameda County, their officers, employees, and volunteers for any and all liability arising out of the City of Pleasanton's own negligent acts under this Agreement. 19. The City of Livermore agrees to hold harmless and indemnify the City of Pleasanton, City of Dublin, and Alameda County, their officers, employees, and volunteers for any and all liability arising out of the City of Pleasanton's own negligent acts under this Agreement. 20. The City of Dublin agrees to hold harmless and indemnify the City of Pleasanton, City of Livermore, and Alameda County, their officers, employees, and volunteers for any and all liability arising out of the City of Pleasanton's own negligent acts under this Agreement. 21. Alameda County agrees to hold harmless and indemnify the City of Pleasanton, City of Livermore, and City of Dublin, their officers, employees, and volunteers for any and all liability arising out of the City of Pleasanton's own negligent acts under this Agreement. 22. This Agreement may be altered only by written consent of the agreement parties. 23. This Agreement will remain in force until the Property is disposed of according to the terms set for in the Regulatory Agreement. 24. This Agreement represents the entire understanding of the parties with respect to improvement of the Property, and supersedes all prior oral and written Agreement. SIGNATURES NEXT 4 PAGES IN WITNESS THEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF PLEASANTON By: City Manager ATTEST: City Clerk APPROVED AS TO FORM City Attorney of Pleasanton PAGE 1 OF 4 SIGNATURE PAGES IN WITNESS THEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF LIVERMORE By: City Manager ATTEST: City Clerk APPROVED AS TO FORM City Attorney of Livermore PAGE 2 OF 4 SIGNATURE PAGES IN WITNESS THEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF DUBLIN By: City Manager ATTEST: City Clerk APPROVED AS TO FORM City Attorney of Dublin PAGE 3 OF 4 SIGNATURE PAGES COUNTY OF ALAMEDA, a political subdivision of the State of California An APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Deputy Alameda County Council PAGE 4 OF 4 SIGNATURE PAGES EXHIBIT A LEGAL DESCRIPTION FOR THE AXIS COMMUNITY CLINIC 5925 West Las Positas Boulevard (Pleasanton, Alameda County, California) Unit 100, as shown on the Condominium Plan attached as Exhibit "B" to the Declaration of Covenants, Conditions and Restrictions of 5925 West Las Positas, a Condominium Project and defined therein, recorded August 29, 2006, Instrument No. 2006- 330168, Official Records. PARCEL TWO: An undivided 53.15% interest as tenants in common in and to Parcel "A" of Parcel Map 9021, for Condominium Purposes, filed August 29, 2006, Map Book 292, Pages 1 and 2, Alameda County Records. Excepting therefrom and reserving the following: 1. All the Condominium Units depicted on the Plan and defined in the Declaration other than the Unit described in Parcel One above. 2. The Exclusive Use Common Areas as defined in the Declaration and/or depicted on the Plan which are set aside and allocated for the exclusive use of the owners of Condominiums other the Condominium Unit described in Parcel One above. 3. Non- exclusive easements for ingress, egress, support, use, enjoyment and rights over, under upon and through the Common Areas appurtenant to all Units as said easements and rights are defined in the Declaration. A non- exclusive easement for ingress and egress, support, use, enjoyment and rights over, under, upon and through the Common Areas as shown on the Plan and defined in the Declaration. EXHIBIT B PROJECT BUDGET 5925 West Las Positas Boulevard (Pleasanton, Alameda County, California)