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HomeMy WebLinkAbout2006 CON Various Community Groups - CDBG FundingRESOLUTION NO. 2006 — 200 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE THE FY 2006-07 COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AGREEMENTS BETWEEN THE CITY OF NATIONAL CITY AND VARIOUS COMMUNITY ORGANIZATIONS WITHIN THE CITY WHEREAS, the City participates in the Community Development Block Grant and a principal goal of which is to fund projects and services which will benefit low-income National City households; and WHEREAS, the City Council held a Public Hearing on March 21, 2006, to review and receive public comment on the draft Annual Plan for fiscal year 2006-07; and WHEREAS, on May 5, 2006, the City Council of the City of National City approved the CDBG final Annual Plan for fiscal year 2006-07; and WHEREAS, the City is desirous of having certain services for the benefit of low- income households performed by the subrecipients; and WHEREAS, the subrecipients warrant and represent that they are experienced and staffed in a manner such that they can prepare and deliver the services required by the City within the timeframe herein provided all in accordance with the terms and conditions of the contracts; and WHEREAS, in the event that HUD should withdraw the City's CDBG funding, the City is not obligated to compensate the subrecipients for program expenditures. NOW, THEREFORE, BE IT RESOLVED the City Council of the City of National City hereby authorizes the Mayor to execute the Community Development Block Grant (CDBG) agreements for Fiscal Year 2006-07 with various community organizations for the purpose and amount stated in "Exhibit 1", and incorporated hereto. Said Agreements are on file in the office of the City Clerk. PASSED and ADOPTED this 19th day of September, 2006 Nick Inzunz, Mayor ATTEST: el Dalla, !f' Clerk APPROVED AS TO FORM: George H. iser, III City Attorney EXHIBIT 1 Organization Project; Title Funding Amount Boys & Girls Club of National City Transportation Services $15,725 Community Youth Athletic Center Program Development $20,000 Trauma Intervention Program Program Team $8,000 Stein Farm Bathroom Facility $10,000 Passed and adopted by the Council of the City of National City, California, on September 19, 2006, by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad , Parra, Zarate. Nays: None. Absent: Inzunza. Abstain: None. AUTHENTICATED BY: By: NICK INZUNZA Mayor of the City of National City, California CI rk of the it of Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION . NO. 2006-200 of the City of National City, California, passed and adopted by the Council of said City on September 19, 2006. City Clerk of the City of National City, California By: Deputy City y National City, California Subrecipient Agreement By and Between the City Of National City and Boys & Girls Club of National City for Transportation Program THIS AGREEMENT, entered this 19'1' day of September, 2006 by and between the City Of National City (herein called the "Grantee") and Boys & Girls Club (herein called the "Subrecipient"). WHEREAS, the Grantee has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds; NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities: The Subrecipient will be responsible for administering the CDBG 2006 Transportation Program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. «Description» Such program will include activities eligible under the Community Development Block Grant program as specified in Exhibit "A", attached and incorporated herein. B. National Objectives: All activities funded with CDGB funds must meet one of the CDBG program's National Objectives: benefit low- and moderate -income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR 570.208 The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet the National Objective of serving Low Income Persons. C. Levels of Accomplishment — Goals and Performance Measures: The levels of accomplishment may include such measures as units rehabbed, persons or households assisted, or meals served, and should also include time frames for performance. Refer to Exhibit "A" for levels of program services. D. Staffing: Subrecipient shall be responsible for staff and time to be allocated to each activity, as set forthin Exhibit B, attached hereto and incorporated herein. E. Performance Monitoring: The Grantee will monitor the performance of the Subrecipient against goals and performance standards as stated above. Substandard performance as determined by the Grantee will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME OF PERFORMANCE: Services of the Subrecipient shall 'start on the 1'r day of July, 2006 and end on the 30t day of June of 2007 in the case of Public Services and in the case of Capital Improvements end on June so, 2009. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Subrecipient remains in control of CDBG funds or other CDBG assets, including program income. Subrecipient Agreement Page 1 of 13 III. BUDGET: Any indirect costs charged must be consistent with the conditions of Paragraph Vll (C)(2) of this Agreement. Subrecipient shall adhere to the budget breakdown, attached as Exhibit "C" and incorporated herein. Any amendments to the budget must he approved in writing by both the Grantee and the Subrecipient. IV. PAYMENT: It is expressly agreed and understood that the total amount to be paid by the Grantec under this Agreement shall not exceed $15.725. Drawdowns for the payment of eligible expenses shall be made against the line item budgets specified in Paragraph III herein and in accordance with performance. Expenses for general administration shall also be paid against the line item budgets specified in Paragraph III and in accordance with performance. Payments may be contingent upon certification of the Subrecipient's financial management system in accordance with the standards specified in 24 CFR 84.21. V. NOTICES: Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this contract shall be directed to the following contract representatives: grantee i'' iittbreci.pierix', Contact Person: Leticia Quintero, Economic Development Specialist II Contact Person: Kim Rhode, Executive Director Organization: City ofNational City Organization: Boys & Girls Club ofNational City Address: 140 East 12« Street, Suite B National City, CA 91950 Address: 1430 D Avenue National City, CA 91950 Telephone: (619) 336-4568 Telephone: (619) 477-5445 Email: luintero@ci..national-city.ca.us Email: krohdc@becnc.org VI. GENERAL CONDITIONS A. General Compliance: The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604. and (2) the Subrecipient does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. "Independent Contractor": Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Subrecipient is an independent contractor. Subrecipient Agreement Page 2 of 13 C. Hold Harmless: The Subrecipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Subrecipient's performance or nonperformance of the services or subject matter called for in this Agreement. Workers' Compensation: The Subrecipient shall provide Workers' Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. Insurance & Bonding: The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Grantee. The Subrecipient shall comply with the bonding and insurance requirements of 24 CFR 84.31 and 84.48, Bonding and Insurance. F. Grantee Recognition: The Subrecipient shall insure recognition of the role of the Grantee in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. G. Amendments The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Subrecipient from its obligations under this Agreement. The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient. H. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this Agreement if the Subrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and IIUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of funds provided under this Agreement; or 4. Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect. The Grantee shall have the right, in accordance with 24 C.F.H. 85.13, to terminate this Agreement immediately or withhold payment of invoice for failure of the SUB -RECIPIENT to comply with the terms and conditions of this Agreement. Should the Grantee decide to terminate this Agreement, after a full evaluation of all circumstances has been completed, the SUB -RECIPIENT shall, upon written request, have the right to an appeal process. A copy of the appeal process will be attached to any termination notice. If the Grantee finds that the SUB -RECIPIENT has violated the terms and conditions of this Agreement, the SUB -RECIPIENT may be required to : 1. Repay all monies received from the Grantee under this Agreement; and/or 2. Transfer possession of all materials and equipment purchased with grant money to the Grantee. Subrecipient Agreement Page 3 of 13 In the case of early termination, a final payment may be made to the SUB -RECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to termination. The total of all payments, including the final payment, shall not exceed the amount specified in this Agreement. I. Termination for Convenience: In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the Grantee or the Sub -recipient, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the Grantee determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Grantee may terminate the award in its entirety. Grantee and sub -recipient agree to provide written notice to the other party thirty (so) days prior to the effective date of any termination, in whole or part, for convenience. VII. ADMINISTRATIVE REQUIREMENTS A. Financial Management 2. Accounting Standards: The Subrecipient agrees to comply with 24 CFR 84.21-28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 3. Cost Principles: The Subrecipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non -Profit Organizations," or A-21, "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record Keeping 1. Records to he Maintained: The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a. b c. d. e. f. g Records providing a full description of each activity undertaken; Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; Records required to determine the eligibility of activities; Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; and Other records necessary to document compliance with Subpart K of 24 CFR Part 570. 2. Retention: The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of four (4) years. The retention period begins on the date of the submission of the Grantee's annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if thcrc is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the four-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four-year period, whichever occurs later. 3. Client Data: The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. Subrecipient Agreement Page 4 of 13 4. Disclosure: The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the Grantees or Subrecipient's responsibilities with respect to services provided under this contract, is prohibited by the State and for Federal law unless written consent is obtainedfrom such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Close-outs: The Subrecipient's obligation to the Grantee shall not end until all close-out requirements arc completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. Not withstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subrecipient has control over CDBG funds, including program income. 6. Audits & Inspections: All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning subrecipient audits and OMB Circular A-133. Additional Documentation: Subrecipient agrees to provide a list of its Board of' Directors, By - Laws, a Certificate of Good Standing, and any additional documents, as required in Exhibit 'D" and "E", attached and incorporated herein. C. Reporting and Payment Procedures Program Income: The Subrecipient shall report quarterly all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this contract. The use of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Subrecipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to the Grantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the Grantee. 2. Indirect Costs: If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. 3. Payment Procedures: The Grantee will pay to the Subrecipient funds available under this Agreement based upon information submitted by the Subrecipient and consistent with any approved budget and Grantee policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Subrecipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Subrecipient. 4. Progress Reports: The Subrecipient shall submit regular Progress Reports to the Grantee in the form, content, and frequency as required by the Grantee. Subrecipient Agreement Page 5 of 13 D. Procurement: 1. Compliance: The Subrecipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non -expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this Agreement. 2. OMB Standards: Unless specified otherwise within this agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR 84.40-48. 3. Travel: The Subrecipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this Agreement. E. Use and Reversion of Assets: The use and disposition of real property and equipment under this Agreement shall he in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. The Subrecipient shall transfer to the Grantee any CDBG fiends on hand and any accounts receivable attributable to the use of fimds under this Agreement at the time of expiration, cancellation, or termination. 2. Real property under the Subrecipient's control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement [or such longer period of time as the Grantee deems appropriate]. If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the Grantee an amount equal to the current fair markct value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the Grantee deems appropriate]. 3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee Ean amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment]. VIIl. RELOCATION, REAL PROPERTY ACQUISITION AND ONE -FOR -ONE HOUSING REPLACEMENT: The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at 49 CFR Part 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing the Residential Anti -displacement and Relocation Assistance Plan under section 104(d) of the HCD Act; and (c) the requirements in 24 CFR 570.606(d) governing optional relocation policies. [The Grantee may preempt the optional policies.] The Subrecipient shall provide relocation assistance to displaced persons as defined by 24 CFR 570.606(b)(2) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG-assisted project. The Subrecipient also agrees to comply with applicable Grantee ordinances, resolutions and policies concerning the displacement of persons from their residences. IX. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights Subrecipient Agreement Page 6 of 13 Compliance: The Subrecipient agrees to comply with local and state civil rights ordinances here and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. 2. Nondiscrimination: The Subrecipient agrees to comply with the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279. The applicable non-discrimination provisions in Section 109 of the IICDA are still applicable. 4. Land Covenants: This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this contract, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Grantee and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. 4. Section 504: The Subrecipient agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. The Grantee shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. B. Affirmative Action Approved Plan: The Subrecipient agrees that it shall be committed to carry out pursuant to the Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1966. The Grantee shall provide Affirmative Action guidelines to the Subrecipient to assist in the formulation of such program. The Subrecipient shall submit a plan for an Affirmative Action Program for approval prior to the award of funds, consistent with the policy in Exhibit "F", attached hereto and incorporated herein. 2. Women- and Minority -Owned Businesses (W/MBE): The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this contract, As used in this contract, the terms "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 3. Access to Records: The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. Subrecipient Agreement Page 7 of 13 4. Notifications: The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the Subrecipient's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. Equa] Employment Opportunity and Affirmative Action (EEO/AA) Statement: The Subrecipicnt will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions: The Subrecipient will include the provisions of Paragraphs X.A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors. Employment Restrictions 1. Prohibited Activity: The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. 2. Labor Standards: The Suhrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 etseq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipicnt agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Grantee for review upon request. The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (s) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the Grantee pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 3. "Section 3" Clause a. Compliance: Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance provided under this contract and binding upon the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors. Failure to fulfill these requirements shall subject the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Subrecipient Agreement Page 8 of 13 b. c. D. Conduct Federal assistance is provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements. The Subrecipient further agrees to comply with these "Section 3" requirements and to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located." The Subrecipient further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to low- and very low-income persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low- income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead - based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service arca or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. Notifications: The Subrecipient agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. Subcontracts: The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. 1. Assignability: The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee thereto; provided, however, that claims for money due or to become due to the Subrecipient from the Grantee under this contract may be Subrecipient Agreement Page 9 of 13 assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee. 2. Subcontracts: a. Approvals: The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the Grantee prior to the execution of such agreement. b. Monitoring: The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. c. Content: The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. d. Selection Process: The Subrecipient shall undertake to insure that all subcontracts let in the performance of this Agreement shall he awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Grantee along with documentation concerning the selection process. S. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 24 CFR 84.42 and 570.611, which include (but are not limited to) the following: a. The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. b. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. c. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency. 5. Lobbying: The Subrecipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of.Congress, an officer or employee of Congress, or an employee of a Subrecipient Agreement Page I0 of 13 Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement,- and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly: d. Lobbying Certification: This certification is a material representation of fact upon which reliance was placed when this transaction was rnade or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 6. Copyright: If this contract results in any copyrightable material or inventions, the Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work or materials for governmental purposes. 7. Religious Activities: The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization. X. ENVIRONMENTAL CONDITIONS A. Air and Water: The Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: • Clean Air Act, 42 U.S.C. , 7401, et seq.; • Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 30s, and all regulations and guidelines issued thereunder; • Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). C. Lead -Based Paint: The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead -Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG- assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 he properly notified that such properties may include lead -based paint. Such notification shall point out the hazards of lead -based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead -based paint poisoning and the advisability and availability of Subrecipient Agreement Page 11 of 13 blood lead level screening for children under seven. The notice should also point out that if lead -based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. D. Historic Preservation: The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. XI. SEVERABILITY: If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XII. SECTION HEADINGS AND SUBHEADINGS: The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. XIII. WAIVER: The Grantee's failure to act with respect to a breach by the Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of the Grantee to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. XIV. INTERPRETATION OF THE AGREEMENT: The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to the Grantee. The SUB -RECIPIENT shall be responsible for complying with all local, state, and federal laws whether or not said laws are expressly stated or referred to herein. Should any provision herein be found or deemed to be invalid, the Agreement shall be construed as not containing such revision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are severable. XV. ATTORNEY'S FEES• In the event any legal action or proceeding is commenced to interpret or enforce the terms of, or obligations arising out of, this Agreement, or to recover damages for the breach thereof, the party prevailing in any such action or proceeding shall he entitled to recover from the non -prevailing party all reasonable attorney's fees, costs, and expenses incurred by the prevailing party. XVI. ENTIRE AGREEMENT: This agreement constitutes the entire agreement between the Grantee and the Subrecipient for the use of funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the Grantee and the Subrecipient with respect to this Agreement. Subrecipient Agreement Page 12 of 13 IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above. CITY OF NATIONAL CITY Nic BOYS & GIRLS CLUB OF NATIONAL CITY ode Kim ode Mayor, City of National City Executive Director APPROVED AS TO FORM George Eiser City Attorney ATTEST City Clerl Attachments Exhibit "A"- Program Delivery & Levels of Service Exhibit "B"- Staffing Exhibit "C"- Budget Exhibit "D"- Board of Directors & Bylaws Exhibit "E"- Certificate of Good Standing Exhibit "F"- Affirmative Action Policy Subrecipient Agreement Page 13 of 13 Exhibit "A" (Statement of Work) The Boys & Girls Clubs of National City has been meeting the educational, emotional, social and physical needs of youths ages 6 — 18 for the last 57 years! Our Mission Statement is simple and profound: To provide quality programs for the children of National City which enhance self-esteem, lead to lifetime relationships and interests, develop interpersonal skills and complement the family unit, in a safe and nurturing environment. Last year, over 1,900 of these needy youth enjoyed programs and services at the Boys & Girls Clubs of National City. All activities including game room / recreational fun, computer lab sessions, tutoring / homework periods, arts and craft / ceramic classes and athletics are included in a one year, $40 membership. Scholarships ARE available for those who cannot afford a membership. NO ONE is turned away for inability to pay. The Club is open from 2:30 in the afternoon till 6:30 in the evening, Monday through Friday. During School Intersessions, we open at 7:00 in the morning. At any one time there may be as many as 500 children in our building, all supervised by caring and knowledgeable staff members. We are The Positive Place For Kids!! All 2006 CDBG funds received by the Boys & Girls Clubs of National City will be turned over to the National School District to partially offset the costs of our After — School Transportation Program. This program makes the Club an after — school bus stop at all ten elementary schools allowing children to ride the school bus to the Club. Exhibit "B" (Staffing) There is no Boys & Girls Clubs of National City staffing. All 2006 CDBG funds received by the Boys & Girls Clubs of National City will be turned over to the National School District to partially offset the costs of our After — School Transportation Program. This program makes the Club an after — school bus stop at all ten elementary schools allowing children to ride the school bus to the Club. Exhibit "C" (Budget) On behalf of our Board of Directors, I respectfully request a gift of $15,725 to fully fund The After — School Transportation Program for School Year 2005 — 2006. This cost is based on a 185 day school year at $85 per day per bus (185 X $85/day = $15,725). Program Budget: Total: $ 15,725 (Include only those expenses directly related to the program for which funding is requested). CDBG OTHER FUNDS Salaries/Benefits: $ $ Rent/Utilities: $ $ Equipment/Supplies: $ $ Other School Bus Contract : $15,725 $ Other $ $ Other $ $ Subtotals: $15,725 $ Exhibit "D" (Board of Directors) President Jess E. Van Deventer, J & S Investments 1st Vice President Allie Pruitt, Owner -General Manager Briar Co. Home: 267-3317 2"d Vice President Not identified at this time Secretary/Treasurer Jim Poe, Probation Officer, Retired County of San Diego Past President Frank Parra, Supervisor/Operations Rural Metro Corporation Wesley Braddock, Principal Sweetwater Union High School Ronald Detzer, Attorney at Law Senior Law Center Rod Donohoo, Attorney at Law San Diego, CA Dr. Adolfo Gonzales, Chief of Police National City Police Department Lucida Horton, Allstate Insurance Company Rod Juniel, Fire Chief National City Fire Department Albert Mendivil, Principal Olivewood Elementary School Ralph Mora, Principal Sweetwater Adult High School Rile Morgan, Jr., Chairman Ponderosa Homes Tim Patten, University Community Medical Center Vince Reynolds, Retired Steve South, Chief Operating Officer, EDCO Dixon Smith, Capt, USN Commanding Officer NAVSTASD Victoria `Vicky' Waters, Retired BY-LAWS OF BOYS AND GIRLS CLUBS OF NATIONAL CITY, CALIFORNIA, INC. A California Non -Profit Public Benefit Corporation ARTICLE ONE NAME The name of this corporation is BOYS AND GIRLS CLUBS OF NATIONAL CITY, CALIFORNIA, INC. ARTICLE TWO PRINCIPAL OFFICE The principal office for the transaction of the business of the corporation ("principal executive office") is located in National City, California. The directors may change the principal executive office from one location to another from time to time, upon proper motion and approval to do so. Any change of this location shall be noted by the secretary on these by-laws, opposite this section, or this section may be amended to state the new location. ARTICLE THREE Section 1. OBJECTIVES AND PURPOSES. The objectives and purposes of this corporation shall be: 1. To provide behavior guidance and to promote the physical and mental health, social, educational, vocational and character development of boys and girls; to receive, invest and disburse funds, and to hold property for the purposes of the corporation. 2. To assure that no part of the income or assets of this corporation shall inure to the benefit of any private individual or member. 3. To assure that this corporation shall have no capital stocks, its object and purpose being solely of a benevolent character, and not for individual pecuniary gain or profit to its members. 1 4. To receive gifts and contributions of real and personal property from the United States of America or any agency thereof, from the State of California, or any subdivision, or from any other person, firm or corporation. 5. To act as trustee under any trust or endowment incidental to the objectives of the corporation, and in connection therewith, to receive, hold, administer and expend funds and real and personal property of every kind and character whatsoever subject to such trust or endowment. Section 2. ACTIVITIES AND PROGRAMS. Separate activities and programs for boys shall be managed by the Board of Directors. Separate activities and programs for girls shall be managed by the Board of Directors. The corporation shall maintain a separate accounting for each activity and program. ARTICLE FOUR NONPARTISAN ACTIVITIES This corporation has been formed under the California Non - Profit Public Benefit Corporation Law for public benefit purposes described above, and it shall be non-profit and non -partisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of material with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign_ on behalf or any candidate for public office or for or against any cause or measure being submitted to the people for a vote. The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above. ARTICLE FIVE DEDICATION OF ASSETS The properties and assets of this non-profit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member or director of this corporation. On dissolution or liquidation, all properties and assets and obligations shall be distributed and paid over to the Boy's Club of America, Inc.,, Girl's Club of America, Inc., or to such other non-profit charitable corporation or corporations as 2 may be selected by the board of directors of this corporation, as shall at that time qualify as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or corresponding provisions of any subsequent federal tax laws, so that the business properties and assets of this corporation shall in such event be used for and devoted to the purpose of providing benefits for Boy's Club and Girl's Club activities. ARTICLE SIX MEMBERS Section 1. CLASSIFICATION OF MEMBERS. The corporation shall have one class of members only, and each member shall have equal voting and other rights. No person shall hold more than one membership in the corporation. Section 2. ADMISSION FEES, ANNUAL DUES AND ACTIVITIES FEES. The admission fees, annual dues and activities fees payable to the corporation by members shall be in such amounts as shall be determined by resolution of the Board of Directors in which such charges shall be within the reasonable means of the members to pay. ARTICLE SEVEN HONORARY BOARD MEMBERSHIP Section 1. QUALIFICATIONS. Any natural person, eighteen years of age or older, of good moral character, and dedicated to the purpose of this corporation shall be eligible for honorary board membership upon acceptance of his or her application by the board of directors. Such member shall be known as an Honorary Board Member. Section 2. TERMINATION OF MEMBERSHIP. The membership of any honorary board member shall terminate upon the resignation of the member, or upon the 30th day of June following the board's acceptance of the honorary board member's application under Section 1 above. An honorary board member may be re-elected for successive one-year terms, ending on June 30 of each following year, upon the vote of the board of directors, •without reapplication under Section 1 above. 3 Section 3. TRANSFER OF MEMBERSHIPS. No honorary board member may transfer for value, or any other consideration, or at all, a membership or any right arising from it. All rights of membership cease upon the member's death. Section 4. HONORARY MEMBERSHIPS. The board of directors or its designee may confer the honorary title of "Associate Member," or any other title as it may select, on any person, natural or corporate, who has expressed an interest in the purposes of this corporation, but these titles shall not confer or imply any right in any such person to vote for the election of a director or directors, or on a disposition of any assets of the corporation or on a merger or on a dissolution. Section 5. PLACE OF MEETING. Meetings of the honorary board membership shall be held at any place within or outside of the State of California as designated by the board of directors. In the absence of any such designation, members' meetings shall be held at the principal executive office of the corporation. ARTICLE EIGHT MEETINGS OF BOARD MEMBERS Section 1. PLACE OF MEETING. Meetings of the board membership shall be held at any place within or outside of the Sta'_e of California as designated by the board of directors. In the absence of any such designation, members' meetings shall be held at the principal executive office of the corporation. Section 2. ANNUAL MEETING. The annual meeting of members shall be held in September or October and at such time as determined by the board of directors, upon notification to the members as provided for in Section 4 of this Article Seven. Section 3. SPECIAL MEETING. (a) Authorized persons who m_a_y call meeting. A special meeting of the members may be called at any time by any of the following: the board of directors, the president or five or more members. (b) Calling meeting la members. If a special meeting is called by members other than the president, the request shall be submitted by such members in 4 writing, specifying 'the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegram or other facsimile transmission to the president, any vice-president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the members entitled to vote, in accordance with the provisions of Section 7 of this Article VII, that a meeting will be held, and the date of such meeting, which date shall be not less than 30 days nor more than 90 days following the receipt of the request. The persons requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing, or affecting the time when a meeting of members may be held when the meeting is called by action of the board of directors. Section 4. NOTICE OF MEMBERS' MEETINGS. (a) General notice contents. All notices of meetings of members shall be sent or otherwise given in accordance with paragraph (c) not less than 10 nor more than 90 days before the date of themeeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of special meeting, the general nature of the b.usiness to be transacted, and if no other business is to be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the members. (b) Notice of certain agenda items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s): (i) removing a director without cause; (ii) filling vacancies on the board of directors by the members; (iii) amending the articles of incorporation; (iv) voluntary dissolution of the corporation. (c) Manner of giving notice. Notice of any meeting of members shall be given either personally or by first-class mail, telegraphic or other written communication, charges pre -paid, addressed to each member either at the address of that member appearing on the books of the corporation or the address given by the member to the corporation for the purpose of notice. If no address appears on the corporation's books and no other address has been given, notice shall be deemed to have been given if either (i) notice is sent to that member by first-class mail or 5 telegraphic or other written communication to the corporation's principal executive office, or (ii) notice is published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in'the mail or sent by telegram or other means of written communication. Section 5. QUORUM. (a) Percentage required. Fifty percent (50%) of the members shall constitute a quorum for the transaction of business at a meeting of the members. (b) Loss of quorum. The members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum. Section 6. ADJOURNED MEETING. Any members' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. But in the absence of a quorum, no other business may be transacted at that meeting, except as provided for in this Article. Section 7. VOTING. (a) Eligibility to vote. Persons entitled to vote at any meeting of members shall be members as of the date determined in accordance with Section 10 of this Article VII, subject to the provisions of the California Non -Profit Corporation Law. (b) Manner of casting votes. Voting may be by voice or by ballot provided that any election of directors must be by ballot if demanded by any member before the voting begins. (c) Cumulative voting. Each member entitled to vote at any election of directors shall not have the right to cumulate his vote. (d) Only majority of members represented at meeting required, unless otherwise specified. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote, and voting on any matter (other than 6 the election of directors) shall be the act of members, unless the vote of a greater number or voting by classes is required by California Non -Profit Corporation Law or by the articles of incorporation. Section 8. WAIVER OF NOTICE OR CONSENT BY ABSENCE. (a) Written waiver or consent la absence. The transaction of any meeting of members, either annual or special, however, called or noticed, and wheresoever held, shall be as valid as though taken at a meeting duly held after regular call and notice. If a quorum is present, either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs -a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes, a meeting shall be valid. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of members, except that if action is taken or proposed to be taken for approval or any of those matters specified in Section 4(b) of Article VII, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Section 9. ACTION WRITTEN CONSENT WITHOUT A MEETING. General. Any action that may be taken at any annual or special meeting of members may be taken without a meeting and without prior notice if written ballots are received from a number of members at least equal to the quorum applicable to a meeting of members. All such written ballots shall be filed with the secretary of the corporation and maintained in the corporate records. All solicitations of ballots shall indicate the time by which the ballot must be returned to be counted. Section 10. RECORD DATE FOR MEMBERS' NOTICE, VOTING AND GIVING CONSENT. (a) To be determined bi board of directors. For the purpose of determining which members are entitled to receive notice of any meeting, to vote, or to give consent to corporate action without a meeting, the board of directors may fix, in advance, a "record date," which shall not be less than 30 days nor more than 90 days before any such action without a meeting. Only members of record on the date so fixed are entitled to notice, to vote , or to give consent, as the case may be, notwithstanding any transfer of any membership on the books of the corporation after the record date, except as otherwise provided in the 7 articles of incorporation, the agreement, or in the California Non -Profit Corporation Law. (b) Failure of board to determine date. (i) Record date for notices or voting. Unless fixed by the board of directors, the record date for determining those members entitled to receive notice of, or to vote at, a meeting of members, shall be the next business day preceding that date on which notice is given, or if notice is waived, the next business day preceding that day on which the meeting is held. (ii) Record date for written consent to action without meeting. Unless fixed by the board, the record date for determining those members entitled to vote by ballot on corporate action without a meeting, when no prior action by the board has been taken, shall be the day on which the board adopts the resolution relating to that action. (iii) "Record Date" means as of close of business. For purposes of this paragraph (b), a person holding membership as of the close of business on the record date shall be deemed a member of record. Section 11. PROXIES. (a) Right of members. Every person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the member's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the member of the member's attorney in fact. (b) Revocability. A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the member executing it, before the vote cast pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked by a subsequent proxy executed by such member, or-(ii) written notice of the death or incapacity of the maker of the proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy 8 that states on its face that it is irrevocable shall be governed by the provisions of the Califonria Non - Profit Corporation Law. (c) Form of solicited proxies. In any election of directors, any form of proxy that is marked by a member "withhold," or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld, shall not be voted either for or against the election of a director. Failure to comply with this paragraph shall not invalidate any corporate election taken, but may be the basis for challenging the proxy at a meeting. (d) Effect of member's death. A proxy is not revoked by the death or incapacity of the maker or the termination of a member as a result thereof unless, before the vote is counted, written notice of the death or incapacity is received by the corporation. ARTICLE NINE ELECTION OF DIRECTORS Section 1. NOMINATIONS. (a) Nominating committee. The president shall appoint a committee to select qualified candidates for election to the board of directors, which nominating committee shall make its report before the date of the election. The secretary shall forward to each member the notice of said meeting required by Article VII, Section 4, with a list of candidates nominated, by office. (b) Nomination from the floor. If there is a meeting to elect directors, any member present at the meeting, in person or byproxy, may place names in nomination. Section 2. VOTE REQUIRED TO ELECT DIRECTORS. Candidates receiving the highest number of votes shall be elected as directors. ARTICLE TEN DIRECTORS Section 1. POWERS. (a) General corporate powers. The business and affairs of the corporation shall be managed and all 9 corporate powers shall be exercised, by or under the direction of the board of directors. (b) Specific powers. Without prejudice to these general powers, the directors shall have the power to: (i) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these by-laws; and fix their compensation. (ii) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be. qualified to do business in any other state, territory, dependency or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any directors' meeting or meetings. (iii) Adopt, make and use a corporate seal and alter the form of said seal. (iv) Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation's purposes, in the corporate' name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidence of debt and securities. Section 2. NUMBER AND QUALIFICATIONS• OF DIRECTORS. The authorized number of directors shall be as determined by the directors from time to time, but in no event shall the authorized number be less than ten nor more than forty. Directors need not be residents of the State of California and may be any natural .person eighteen years of age or older, of good character, and dedicated to the purposes of this corporation. Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the members, to hold office until the next annual meeting. However, if any annual meeting is not held or the directors are not elected at any annual meeting, they may be elected at any special members' meeting held for that purpose. Each director, including a director elected to fill a vacancy or elected at a special meeting, shall hold office until expiration of the term for which 10 elected and until successor directors have been elected and qualified. Section 4. REMOVAL. (a) Events causing removal. A director shall be removed on the occurrence of the following: (i) the death or resign.ation of the director, (ii) the declaration by resolution of the board of directors of removing a director who has been declared of unsound mind by an order of court or conviction of a felony or had been found by final order or judgment of any court to have breached a duty under Article 3 (commencing with Section 5230 of the California Corporation Code), or (iii) the vote of a majority of the members to remove a director, or (iv) being removed automatically by being absence from four (4) consecutive board of directors meetings, excluding an approved leave of absence. (b) Resignations. Except as provided in this paragraph, any director may resign, which resignation shall be effective on giving written notice to the president, the secretary or the board of directors, unless the notice specifies a later time for the resignation to become effective. No director may resign when the corporation would then be left without a duly elected director or directors in charge of its affairs. (c) Filling vacancies. Vacancies an the board may be filled by a majority of the directors then in office, whether or not less than quorum. For purposes of the foregoing, a vacancy shall include an additional directorship caused by an increase in the number of directors under Section 2 of this Article IX. (d) No vacancy on reduction of number of directors. No reduction of the authorized number of directors shall have the effect of removing any director before the director's term of office expires. (e) Restriction on interested directors. None of the persons serving on the board of directors at any time may be interested persons. Section 5. PLACE OF MEETING; MEETINGS BY TELEPHONE. Meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such designation, meetings of the board shall be held at the principal executive office of the corporation. In addition, meetings of the board shall be held at any place within 11 or outside the State of California that has been designated in the notice of the meeting. Notwithstanding the above provisions of this section, a meeting of the board of directors may be held at any place consented to in writing by all the board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting may be held by conference telephone or by similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meetings. Section 6. MEETINGS. Meetings of the board of directors shall be held without call or notice at such times _as shall from time to time be fixed by the board of directors. Meetings of the board of directors for any purpose may also be called at any time by the president, or any vice-president, the secretary, or any two directors. Section 7. NOTICE OF MEETINGS. (a) Manner of giving. Unless not. required under other provisions of these by-laws, notice of the time and place of meetings shall be given to each director by one of the following methods: (i) by personal delivery or written notice; (ii) by first-class mail, postage prepaid; (iii) by telephone communication, either directly to the director or to a person at the director's office who would reasonably be expected to communicate such notice promptly to the director; or (iv) by telegram, •charges prepaid. All such notices shall be given or sent to the director's address or telephone number as shown on the records of the. corporation. (b) Time requirements. Notices sent by first- class mail shall be deposited into a United States mail box at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephoned or given to the telegraph company must be at least forty-eight (48) hours before the time of the meeting. (c) Notice contents. The notices shall state the time and place for the meeting. However, it need not specify the purpose of the .meeting, or the place of the meeting, if it is to be held at the principal executive office of the corporation. 12 • Section 8. QUORUM. Fifty percent (50%) of the directors then in office, but not less than five (5) directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 10 of this Article IX. Every act or decision done or made by a majority of the board of directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the board of directors, subject to other provisions of the California Non - Profit Corporation Law, especially those provisions relating to (i) approval of contracts or transactions.in which a director has a direct or indirect material financial interest; (ii) appointment of committees; .and (iii) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the, withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Section 9. WAIVER OF NOTICE. The transactions of any meeting of the board of directors, however called and noticed or whereever held, shall be as .valid as though taken at a meeting duly held after regular call and notice if (i) a quorum is present, and (ii) either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval ofthe minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice. Section 10. ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Section 11. NOTICE OF ADJOURNMENT. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board, individuallyor collectively, consent in writing to that action. .Such actions by written consent shall have the same force and effect as an unanimous vote of the board of directors. Such written consent shall be filed with the minutes of the proceedings of the board. 13 Section 12. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the board of directors may betaken without a meeting, if ALL members of the board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as . an unanimous vote of the board of directors.. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Section 13. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may not receive any form of compensation whatsoever. ARTICLE ELEVEN COMMITTEES Section 1. COMMITTEES OF DIRECTORS. The board of directors may, by resolution adopted by a majority of the directors then in office, designate one or more' committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no 'committee, regardless of board resolution, may: (a) Take any final action on matters which, under the Non -Profit Corporation Law of California, also requires members' approval or approval of the oucstanding shares; (b) Fill vacancies on the board of directors or in any committee; (c) Fix compensation of the directors for serving on the board or on any committee; (d) Amend or repeal By -Laws or adopt new By - Laws; (e) Amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable; (f) Appoint any other committees of the board of directors or the members of these committees; (g) Expend corporate funds to support a nominee for a director after there are more people nominated for director than can be elected; 14 C « (h) Approve any transaction (i) to which the corporation is a party and one or more directors have a material financial interest, or (ii) to which the corporation is a party and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest. Section 2. EXECUTIVE COMMITTEE. (a) The executive committee shall consist of the president, vice-president, treasurer, secretary and three other appointed members of the regular board. (b) The executive committee shall make recommendations to the•board on matters discussed by the executive committee relating to or affecting the activities of the board and to report on any action taken. In an emergency, the executive committee shall have the power to act. Executive committee members will not sit as ex-officio members of the nominating committee. (c) A quorum shall consist of four (4) persons. Section 3. MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article IX of these By -Laws concerning meetings of directors, with such changes in the context of thos By -Laws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for meetings of the committees may be determined either by resolution of the board of directors or by resolution of the committee. Meetings of the committees may also be called by resolution of the board of directors. Notice of meetings of the committees shall be given to all members of the committee and to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these By -Laws. ARTICLE TWELVE OFFICERS Section 1. OFFICERS. The officers of the corporation shall be a president, a secretary, and a treasurer. The corporation may also have at the discretion of the board of directors, one or more vice- 15 presidents, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article Xi. Section 2. ELECTION OF OFFICERS. The officers of the corporation, except those appointed in accordance with the provisions of Section 3 of this Article., shall be chosen from time to time by the board of directors, and each shall serve at the pleasure of the board of directors. Section 3. SUBORDINATE OFFICERS. The board of directors may appoint, and may authorize the president toappoint, any other officer that the business of the corporation may require.- Said appointee shall have the title, hold officefor a specified period of time, and have the authority of the office and duties as specified in the By -Laws or as determined from time to time by the board of directors. Section 4. REMOVAL OF OFFICERS. Subject to the rights, if any, of an officer under any -contract of employment, any officer may be removed, with or without good cause, by the board of directors, at any time at any meeting of the board, except in case of an officer chosen by the board of directors, by an officer on whom such power of removal may be conferred by the board of directors. Section 5. RESIGNATION •OF OFFICERS. Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resigration is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Section 6. VACANCIES IN OFFICE. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled only in the manner prescribed in thse By -Laws for regular appointments to that office. Section 7. RESPONSIBILITIES OF OFFICERS. (a) President. The president shall, subject to the control of the board of directors, generally supervise, direct and control the business and the officers of the corporation. He or she shall preside at all meetings of the members and at all meetings of 16 the board of directors. He or she shall have such other powers and duties as may be prescribed by the board of directors or the By -Laws. (b) Vice-president. In the absence or disability of the president, the vice-presidents, if any, in order of their rank as fixed by the board of directors, shall perform all the duties of the president, and when so acting shall have all the power of, and be subject to all the restrictions upon, the president. The vice-president shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively, by the board of directors or the president. (c) Secretary. The secretary shall attend to the following: (i) Book of minutes. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of the directors and committees of directors, with the time and place of holding, whether noticed br not, and, if not •noticed, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings. (ii) Director records. The secretary shall keep, o•r cause to be kept, at the principal executive office, as determined by resolution of the board of directors, records of the directors, showing the names of all directors and their addresses. (i.ii) Notices, seal and other duties. The secretary shall give or cause to be given, notice of all meetings of the board of directors required by the By -Laws to be given. He or she shall have such other powers and perform such other duties as may be prescribed by the board of directors or the By -Laws. (d) Treasurer. The chief• financial officer shall attend to the following: (i) Books of account. The treasurer shall keep and maintain, or cause to be kept or maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its 17 assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any director at all reasonable times. (ii) Deposit and disbursement of money and valuables. The treasurer shall cause to be deposited all money and other valuables in the name of and to the credit of the corporation with such depositoriesasmay be designated by the board of directors; shall disburse the funds of the corporation as may be ordered by the board of directors; shall render to the president and the board of directors, whenever they request it, an account of all of the transactions and of the financial condition of the corporation; and shall have other powers and perform such other duties as may be prescribed by the board of directors or the By -Laws. (iii) Bond. If required by the board of directors, the treasurer shall give the corporation a bond in the amount and with the. surety or sureties specified by the board for faithful performance of the duties of his office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in his possession or under his control on his death, resignation, retirement or removal from office. ARTICLE THIRTEEN EXECUTIVE DIRECTOR Section 1. APPOINTMENT. The board of directors shall appoint an executive director of the corporation, fix his/her salary and compensation, and prescribed the term of his/her employment. Section 2. DUTIES. The executive director shall manage the day-to-day affairs and direct the work and employees of the corporation, subject to, and in accordance with the direction of the board of directors; shall prepare budgets of expenses for the approval of the board of directors, and shall be authorized to incur expenses in accordance with the approved budget, or as directed by the board 18 of directors. The executive director shall attend all meetings of the board of directors, unless otherwise directed by the board of directors, and shall be an ex-officio member of all committees. The executive director shall from time to time make reports of the work and affairs of the corporation to the president and the board of directors at its meetings, and shall have other powers and duties as directed by the board of directors. ARTICLE FOURTEEN INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS Section 1. DEFINITIONS. For the purpose of this Article, (a) "Agent" means any person who is or was a director, officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or -domestic corporation or of another enterprise at the request of the predecessor corporation; (b) "Proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and, (c) "Expenses" means and includes, without limitations, all attorney's fees, costs and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorney's fees, costs and other expenses incurred in establishing a right to indemnification under this Article. Section 2. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this corporation .has been successful on the merits in the defense of any proceeding referred to in this Article, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Sections 3 through 5 shall determine whether the agent is entitled to indemnification. 19 Section 3. ACTIONS BROUGHT BY PERSONS OTHER THAN THE CORPORATION. Subject to the required findings to be made pursuant to Section 5 below, this corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by, or on behalf of, this corporation, or by an officer, director or person granted related status by the Attorney General, or by the Attorney General on the ground that the defendant director was or is engaging in self - dealing within the meaning of California Corporations Code Section 5233, or by the Attorney General or a person granted status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an agent of this corporation, for all expenses, judgments, fines, settlements, or other amounts actually and reasonably incurred in connection with the proceedings. Section 4. ACTION BROUGHT BY OR ON BEHALF OF THE CORPORATION. (a) Claims settled out of court. If any agent settles orotherwise disposes of a threatened or pending action brought by or on behalf of this corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding. (b) Claims and suits awarded against agent. This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action brought Fy or - on behalf of this corporation by reason of the fact that the person is or was an agent of this corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met: (i) The determination of good faith conduct required by Section 5 below, must be made in the manner provided for in that section; and, (ii) Upon application, the court in which the action was brought must determine that, in view of all the circumstances of the case, the agent should Pe entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed. 20 Section 5. DETERMINATION OF AGENT'S GOOD FAITH CONDUCT. The indemnification granted to an agent in Sections 3 and 4 above is conditioned on the following: (a) Required standard of conduct. The agent seeking reimbursement must be found, in the manner provided below, that he acted in good faith, in a manner he believed to be in the best interest of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similiar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, creat a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this corporation or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful. (b) Manner of determination of Good .faith conduct. The determination that the agent did act in a manner 'complying with Paragraph (a) above shall be made by: (i) the board of directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding; or (ii) the court in which the proceeding is or was pending. Such determination may be made on application brought by this corporation or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney, or other person is opposed by the corporation. Section 6. LIMITATIONS. No indemnification or advance shall be made under this Article, except as provided for in Sections, 2 or 5(b)(ii), in any circumstances when it appears: (a) That the indemnification or advance should be inconsistent with a provision of the articles, a resolution of the directors, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or, (b) That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement. 21 Section 7. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article. Section 8. CONTRACTUAL RIGHTS OF NONDIRECTORS AND NONOFFICERS. Nothing contained in this Article shall effect any right to indemnification to which persons other than directors and officers of this corporation; or any subsidiary hereof, may be entitled by contract or otherwise. Section 9. INSURANCE. The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity •or.. arising out of the a.gent's status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this section. Section 10. FIDUCIARIES OR CORPORATE EMPLOYEE BENEFIT PLAN. This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of any employee benefit plan in that person's capacity as such, even though that person may also be an agent of the corporation as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law. Section 1. ARTICLE FIFTEEN RECORDS, REPORTS AND FISCAL YEAR INSPECTION RIGHTS. Any member of the corporation may: (a) Inspect and copy the records of members' names and addresses and voting rights during usual business hours on five days' prior written demand on the corporation, stating the purpose for which the inspection rights are requested; and, 22 (b) Obtain from the secretary of the corporation, on written demand and on the tender of the secretary's usual charges for such a list, if any, a list of names and addresses of the members who are entitled to vote for the election of directors, and their voting rights, as of the most recent record date for which that list has been compiled, or as of a date specified by the member after the date of demand. The demand shall state the purpose for which the list is requested. This list shall be made available to any such member by the secretary on or before the date requested in the demand, but not later than ten (10) days from the date the demand is received. Any inspection and copying under this section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts. Section 2. MAINTENANCE AND INSPECTION OF ARTICLES AND BY- LAWS. The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in the state, the original or a copy of the Articles and By -Laws as amended to date, which shall be open to inspection by the members at any and all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the secretary shall, on the written request of any member, furnish to that member a copy of the Articles and By -Laws as amendedto date. Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting books, records, and minutes of proceedings of the members and the board of directors and any committee(s) of the board of directors shall be kept at such place or places designated by the board of directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept either in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form. The minutes and accounting books and records shall be open to inspection on the written demand of any member, at any reasonable time during usual business hours, for a purpose reasonably related to the member's interest as a member. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. 23 Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection_by a director may be in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. Section 5. ANNUAL REPORTS TO MEMBERS. The annual report to members referred to in the California Non -Profit Corporation Law is expressly dispensed with, but nothing in these By -Laws shall be interpreted as prohibiting the board of directors from issuing such annual or other periodic reports to any person as the board considers appropriate. However, the corporation shall provide to the board of directors, and to those members who request it in writing, within 120 days of the close of its fiscal year, a report containing the following information in reasonable detail: (a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year; (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year; (c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year; (d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year; and, (e) Any information required by California Corporation Code Section 6322. Section 6. FISCAL YEAR. The fiscal year shall be from July 1 through June 30. ARTICLE SIXTEEN CONSTRUCTION AND DEFINITIONS Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Non -Profit Corporation Law shall govern the construction of these By -Laws. Without limiting the generality of the above, the masculine gender includes the feminine and 24 neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both the corporation and a natural person. ARTICLE SEVENTEEN AMENDMENTS New By -Laws may be adopted or these By -Laws may be amended or repealed by approval of the board of directors, subject to the powers of members set forth in Sections 5151, 5220, 5524, 5512, 5613, 5616 and 5813 of the California Corporations Code. CERTIFICATION OF THE SECRETARY I, the undersigned, certify that I am presently elected and acting Secretarty of THE BOYS' CLUB OF NATIONAL CITY, a California non-profit corporation, and the above By -Laws, consisting of 25 pages, are the By -Laws of this corporation as adopted, and as amended, at a meeting of the board of directors held at National City, California, this 5t1_, day of , 1987. Dated: (-b'-8-1 SE RET CERTIFICATION OF THE SECRETARY I, the undersigned, certify that I am presently elected and acting Secretarty of THE GIRLS' CLUB OF NATIONAL CITY, a California non-profit corporation, and the above By -Laws, consisting of 25 pages, are the By -Laws of this corporation as adopted, and as amended, at a meeting of the board of directors held at National City, California, this day of 1987. Dated: ( -g 25 Exhibit "E" Certificate of Good Standing Boys & Girls Club of National City attended the Community Development Block Grant Technical Assistance Workshop on June 13, 2006 and received the following items: ■ Playing by the Rules, A Handbook for CDBG Subrecipients on Administrative Systems ■ CFR Title 24- Housing and Urban Development, CDBG Regulations ■ Quarterly and End of the Year Reporting Forms ■ Compliance and Performing Monitoring Tool ■ Expenditure Reimbursement Claim Form ■ Income Data Form Qualifying Clientele ■ Beneficiary Data Summary- Definitions and Guidelines These documents will assist Subrecipients with new U.S Department of Housing and Urban Development and City of National City reporting requirements. Leticia Quintero, Program Administrator Exhibit "F" Affirmative Action Policy 1. Provision of Program Services a. SUB -RECIPIENT shall not, on the grounds of race, religion, color, national origin, scx, sexual preference, or handicap, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. b. SUB -RECIPIENT shall not under any program or activity funded in whole or in part with CDBG funds, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap: 1) Deny any facilities, services, financial aid or other benefits provided under the program or activity; or 2) Provide any facilities, services, financial aid, or other benefits which are different or are provided in a different form from that provided to others under the program or activity; or 3) Subject to segregated or separate treatment in any facility in, or in any matter of process related to receipt of any service or benefit under the program or activity; or 4) Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid, or other benefits under the program or activity; or 5) Treat an individual differently from others in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet in order to be provided any facilities, services, or other benefits provided under the program or activity; or 6) Deny any opportunity to participate in a program or activity as an employee. c. SUB -RECIPIENT may not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of race, religion, color, national origin, sex, sexual preference, or handicap, or have the effect of defeating or substantially impairing accomplishment of the objectives of' the program or activity with respect to individuals of a. particular race, religion, color, national origin, sex, sexual preference or handicap. d. SUB -RECIPIENT, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying them the benefits of, or subjecting them to discrimination on the grounds of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto: e. In administering a program or activity funded in whole or in part with CDBG funds regarding which the SUB -RECIPIENT has previously discriminated against persons on the grounds of race, religion, color, national origin, sex, sexual preference or handicap, the • SUB -RECIPIENT must take affirmative action to overcome the effects of prior discrimination. f. Even in the absence of such prior discrimination, a SUB -RECIPIENT in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin, or sex. Where previous discriminatory practice or usage tends, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, to exclude individuals from participation in, to deny them the benefits of; or to subject them to discrimination under any program or activity to which CDBG finding applies, the SUB -RECIPIENT has an obligation to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. A SUB -RECIPIENT shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in services or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. Notwithstanding anything to the contrary in Sections J. 1. (a. through h.), nothing contained herein shall he construed to prohibit any SUB -RECIPIENT from maintaining or constructing separate living facilities or rest -room facilities for the different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed only by a member of the same sex as the recipients of the services. g 2. Employment Discrimination a. SUB -RECIPIENT shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, or handicap. SUB - RECIPIENT shall take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, agc, or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rate -of -pay or other forms of compensation and selection for training including apprenticeship. SUB -RECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. b. SUB -RECIPIENT shall, in all solicitations or advertisements for employees placed by or on behalf of SUB -RECIPIENT, state that all qualified applications will receive consideration for employment without regard to race, color, religion, sex, national origin, age, or handicap. c. SUB -RECIPIENT shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the CDC's contracting officers, advising the labor union or workers' representative of SUB -RECIPIENT'S commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in conspicuous places available to employees and applicants for employment. d. SUB -RECIPIENT shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.. e. SUB -RECIPIENT shall furnish to the CDC all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. f. In the event of SUB -RECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and SUB -RECIPIENT may bc declared ineligible for further government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. SUB -RECIPIENT shall include the provisions of Section II. .I. 2. (a. through f), "Affirmative Action Policy," paragraphs (1) through (6) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. SUB -RECIPIENT shall take such action with respect to any subcontract or purchase order as the CDC may direct as a means of enforcing such provisions including sanctions for non-compliance; provided, however, that in the event SUB -RECIPIENT becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CDC, SUB - RECIPIENT may request the United States to enter into such litigation to protect the interests of the United States. h. SUB -RECIPIENT shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). SUB -RECIPIENT shall also provide ready access to and use of all CDBG fund -assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.). 3. Remedies: In the event of SUB -RECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and SUB -RECIPIENT may be declared ineligible for further government contracts and any such other sanctions as may bc imposed and remedies invoked as provided by law. Subrecipient Agreement By and Between the City Of National City and National City Living History Farm Preserve for Bathroom Facility THIS AGREEMENT, entered this 1911' day of September, 2006 by and between the City Of National City (herein called the "Grantee") and National City Living History Farm Preserve (herein called the "Subrecipient"). WHEREAS, the Grantee has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds; NOW, THEREFORE, it is agreed between the parties hereto that; T. SCOPE OF SERVICE A. Activities: The Subrecipient will be responsible for administering the CDBG 2006 Bathroom Facility in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. «Description» Such program will include activities eligible under the Community Development Block Grant program as specified in Exhibit "A", attached and incorporated herein. B. National Objectives: All activities funded with CDGB funds must meet one of the CDBG program's National Objectives: benefit low- and moderate -income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 21 CFR 570.20s The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet the National Objective of Serving Low Income Persons. C. Levels of Accomplishment — Goals and Performance Measures: The levels of accomplishment may include such measures as units rehabbed, persons or households assisted, or meals served, and should also include time frames for performance. Refer to Exhibit "A" for levels of program services. Staffing: Subrecipient shall be responsible for staff and time to be allocated to each activity, as set forthin Exhibit B, attached hereto and incorporated herein. E. Performance Monitoring: The Grantee will monitor the performance of the Subrecipient against goals and performance standards as stated above. Substandard performance as determined by the Grantee will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME OF PERFORMANCE Services of the Subrecipient shall start on the 1` day of July, 2006 and end on the 30th day of June of 2007 in the case of Public Services and in the case of Capital Improvements end on June 30, 2009. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Subrecipient remains in control of CDBG funds or other CDBG assets, including program income. Subrecipient Agreement Page 1 of 13 III. BUDGET: Any indirect costs charged must be consistent with the conditions of Paragraph VII (C)(2) of this Agreement. Subrecipient shall adhere to the budget breakdown, attached as Exhibit "C" and incorporated herein. Any amendments to the budget must he approved in writing by both the Grantee and the Subrecipient. IV. PAYMENT: It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed $10,000. Drawdowns for the payment of eligible expenses shall he made against the line item budgets specified in Paragraph III herein and in accordance with performance. Expenses for general administration shall also be paid against the line item budgets specified in Paragraph III and in accordance with performance. Payments may be contingent upon certification of the Subrecipient's financial management system in accordance with the standards specified in 24 CFR 84.21. V. NOTICES: Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this contract shall be directed to the following contract representatives: Grantee; � �SIM Contact Person: Leticia Quintero, Economic Development Specialist II Contact Person: Vincent Reynolds Treasurer Organization: City of National City Organization: National City Living History Farm Preserve Address: 140 East 12th Street, Suite B National City, CA 91950 Address: 1243 Manchester Street National City, CA 91950 Telephone: (619) 336-4568 Telephone: (619) 479-8165 Email: luintero@ci_national-city.ca.us Email: vincedepaul@cox.net VI. GENERAL CONDITIONS General Compliance: The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. "Independent Contractor": Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Subrecipient is an independent contractor. Subrecipient Agreement Page 2 of 13 C. Hold Harmless: The Subrecipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Subrecipient's performance or nonperformance of the services or subject matter called for in this Agreement. D. Workers' Compensation: The Subrecipient shall provide Workers' Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. E. Insurance & Bonding: The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Grantee. The Subrecipient shall comply with the bonding and insurance requirements of 24 CFR 84.31 and 84.48, Bonding and Insurance. Grantee Recognition: The Subrecipient shall insure recognition of the role of the Grantee in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. G. Amendments The Grantee or Subrecipicnt may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Subrecipient from its obligations under this Agreement. The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient. II. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this Agreement if the Subrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: i. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of funds provided under this Agreement; or Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect. The Grantee shall have the right, in accordance with 24 C.F.R. 85.13, to terminate this Agreement immediately or withhold payment of invoice for failure of the SUB -RECIPIENT to comply with the terms and conditions of this Agreement. Should the Grantee decide to terminate this Agreement, after a full evaluation of all circumstances has been completed, the SUB -RECIPIENT shall, upon written request, have the right to an appeal process. A copy of the appeal process will be attached to any termination notice. If the Grantee finds that the SUB -RECIPIENT has violated the terms and conditions of this Agreement, the SUB -RECIPIENT may be required to : 1. Repay all monies received from the Grantee under this Agreement; and/or 2. Transfer possession of all materials and equipment purchased with grant money to the Grantee. Subrecipient Agreement Page 3 of 13 In the case of early termination, a final payment may be made to the SUB -RECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to termination. The total of all payments, including the final payment, shall not exceed the amount specified in this Agreement. I. Termination for Convenience: In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the Grantee or the Sub -recipient, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the cast of a partial termination, the Grantee determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Grantee may terminate the award in its entirety. Grantee and sub -recipient agree to provide written notice to the other party thirty (30) days prior to the effective date of any termination, in whole or part, for convenience. VII. ADMINISTRATIVE REQUIREMENTS Financial Management 2. Accounting Standards: The Subrecipient agrees to comply with 24 CFR 84.21-28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 3. Cost Principles: The Subrecipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non -Profit Organizations," or A-21, "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record Keeping 1. Records to be Maintained: The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; and g. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. 2. Retention: The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of four (4) years. The retention period begins on the date of the submission of the Grantee's annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the four-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four-year period, whichever occurs later. 3. Client Data: The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. Subrecipient Agreement Page 4 of 13 4. Disclosure: The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the Grantee's or Subrecipient's responsibilities with respect to services provided under this contract, is prohibited by the State and for Federal law unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Close-outs: The Subrecipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. Not withstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subrecipient has control over CDBG funds, including program income. 6. Audits & Inspections: All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning subrecipient audits and OMB Circular A-133. 7. Additional Documentation: Subrecipient agrees to provide a list of its Board of Directors, By - Laws, a Certificate of Good Standing, and any additional documents, as required in Exhibit "D" and "E", attached and incorporated herein. Reporting and Payment Procedures Program Income: The Subrecipient shall report quarterly all program income (as defined at 24 CFR 570-500(a)) generated by activities carried out with CDBG funds made available under this contract. The use of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Subrecipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to the Grantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the Grantee. 2. Indirect Costs: If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. 3. Payment Procedures: The Grantee will pay to the Subrecipient funds available under this Agreement based upon information submitted by the Subrecipient and consistent with any approved budget and Grantee policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Subrecipient accounts, In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Subrecipient. Progress Reports: The Subrecipient shall submit regular Progress Reports to the Grantee in the form, content, and frequency as required by the Grantee. Subrecipient Agreement Page 5 of 13 D. Procurement: t. Compliance: The Subrecipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non -expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this Agreement. 2. OMB Standards: Unless specified otherwise within this agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR 84.40-18. 3. Travel: The Subrecipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this Agreement. E. Use and Reversion of Assets: The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: t. The Subrecipient shall transfer to the Grantee any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination. 2. Real property under the Suhrecipient's control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement [or such longer period of time as the Grantee deems appropriate]. If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the Grantee an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the Grantee deems appropriate]. 3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee [an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment]. VIII. RELOCATION, REAL PROPERTY ACQUISITION AND ONE -FOR -ONE HOUSING REPLACEMENT: The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at 49 CFR Part 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing the Residential Anti -displacement and Relocation Assistance Plan under section 104(d) of the HCD Act; and (c) the requirements in 24 CFR 570.606(d) governing optional relocation policies. [The Grantee may preempt the optional policies.] The Subrecipient shall provide relocation assistance to displaced persons as defined by 24 CFR 570.606(b)(2) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG-assisted project. The Subrecipient also agrees to comply with applicable Grantee ordinances, resolutions and policies concerning the displacement of persons from their residences. IX. PERSONNEL & PARTICIPANT CONDITIONS Civil Rights Subrecipient Agreement Page 6 of 13 1. Compliance: The Subrecipient agrees to comply with local and state civil rights ordinances here and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. 2. Nondiscrimination: The Subrecipient agrees to comply with the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279. The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable. 4. Land Covenants: This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 670.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this contract, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Grantee and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. 4. Section 504: The Subrecipient agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. The Grantee shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. Affirmative Action Approved Plan: The Subrecipient agrees that it shall be committed to carry out pursuant to the Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1966. The Grantee shall provide Affirmative Action guidelines to the Subrecipient to assist in the formulation of such program. The Subrecipient shall submit a plan for an Affirmative Action Program for approval prior to the award of funds, consistent with the policy in Exhibit "F", attached hereto and incorporated herein. 2. Women- and Minority -Owned Businesses (W/MBE): The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. Access to Records: The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. Subrecipient Agreement Page 7 of 13 Notifications: The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the Subrecipient's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. Equal Employment Opportunity and Affirmative Action (EEO/AA) Statement: The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions: The Suhrecipient will include the provisions of Paragraphs X.A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors. C. Employment Restrictions 1. Prohibited Activity: The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. 2. Labor Standards: The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of' this Agreement. The Subrecipient agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Grantee for review upon request. The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the Grantee pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 3. "Section 3" Clause a. Compliance: Compliance with the provisions of Section 3 of the IIUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance provided under this contract and binding upon the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors. Failure to fulfill these requirements shall subject the Grantee, the Suhrecipient and any of the Subrecipient's subrecipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Subrecipient Agreement Page 8 of 13 D. Conduct b. c. Federal assistance is provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements. The Subrecipient further agrees to comply with these "Section 3" requirements and to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located." The Subrecipient further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to low- and very low-income persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low- income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead - based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should he given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. Notifications: The Subrecipient agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. Subcontracts: The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. Assignability: The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee thereto; provided, however, that claims for money due or to become due to the Subrecipient from the Grantee under this contract may be Subrecipient Agreement Page 9 of 13 assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee. 2. Subcontracts: a. b. c. Approvals: The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the Grantee prior to the execution of such agreement. Monitoring: The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. Content: The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. d. Selection Process: The Subrecipient shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Grantee along with documentation concerning the selection process. 3. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 24 CFR 84.42 and 570.611, which include (hut are not limited to) the following: a. c. The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency. 5. Lobbyin_g: The Subrecipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Subrecipient Agreement Page 10 of 13 Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly: Lobbying Certification: This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Copyright: If this contract results in any copyrightable material or inventions, the Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work or materials for governmental purposes. 7. Religious Activities: The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization. X. ENVIRONMENTAL CONDITIONS Air and Water: The Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: • Clean Air Act, 42 U.S.C. , 7401, etseq.; • Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; • Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). C. Lead -Based Paint: The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead -Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG- assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead -based paint. Such notification shall point out the hazards of lead -based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead -based paint poisoning and the advisability and availability of Subrecipient Agreement Page 11 of 13 blood lead level screening for children under seven. The notice should also point out that if lead -based paint is found on the property, abatement measures may he undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. D. Historic Preservation: The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. XI. SEVERABILITY: If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XII. SECTION HEADINGS AND SUBHEADINGS: The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. XIII. WAIVER: The Grantee's failure to act with respect to a breach by the Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of the Grantee to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. XIV. INTERPRETATION OF THE AGREEMENT: The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to the Grantee. The SUB -RECIPIENT shall be responsible for complying with all local, state, and federal laws whether or not said laws are expressly stated or referred to herein. Should any provision herein be found or deemed to be invalid, the Agreement shall he construed as not containing such revision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are severable. XV. ATTORNEY'S FEES: In the event any legal action or proceeding is commenced to interpret or enforce the terms of, or obligations arising out of, this Agreement, or to recover damages for the breach thereof, the party prevailing in any such action or proceeding shall be entitled to recover from the non -prevailing party all reasonable attorney's fees, costs, and expenses incurred by the prevailing party. XVI. ENTIRE AGREEMENT: This agreement constitutes the entire agreement between the Grantee and the Subrecipient for the use of funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the Grantee and the Subrecipient with respect to this Agreement. Subrecipient Agreement Page 12 of 13 IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above CITY OF NATIONAL CITY Nick Inzu Mayor, City of National City APPROVED AS TO FORM George Eiser City Attorney ATTEST IIt City C k Attachments Exhibit "A" - Exhibit "B"- Exhibit "C"- Exhibit "D"- Exhibit "E"- Exhibit "F"- NATIONAL CITY LIVING HISTORY FARM PRESERVE Vincent Reynolds Treasurer Program Delivery & Levels of Service Staffing Budget Board of Directors & Bylaws Certificate of Good Standing Affirmative Action Policy Subrecipient Agreement Page 13 of 13 Exhibit "A" Program Delivery and Levels of Service: The Bathroom Facility consists of the following separate activities: Aci No. Activ%t' I3escriP in Construct sewer lateral to sewer main on E Avenue Units Per Year 2 Pour slab for bathroom s Construct bathroom 4 Exhibit "B" Staffing The following lists the staff and time commitments to be allocated to each activity as listed in Exhibit "A" above. 1 2 Vince Reynolds Chris Johnson 24 month 18 month 3 4 Nancy Smith 96 month Exhibit "C" Budget Lin, m A Salaries 0 Fringe 0 Office Space 0 Utilities 25 Communications 0 Reproduction/Printing 20 Supplies/Materials 1,155 Mileage 0 Audit 0 Indirect Costs 0 Other: 5,800 Other: 0 Other: 0 Other: 0 Indirect Costs (Specify): 0 Total 10,000 BY-LAWS OF THE NATIONAL CITY LIVING HISTORY FARM PRESERVE A California Nonprofit Public Benefit Corporation ARTICLE I NAME & PRINCIPAL OFFICE Section 1.1 Name. The name of this Corporation is the National City Living History Farm Preserve. Section 1.2 Principal Office. The principal office for the transaction of the activities and affairs of the Corporation ("principal Office") is located at San Diego County, California. The Board of Directors ("the Board") may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location. Section 1.3 Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to conduct its activities. ARTICLE II PURPOSES AND LIMITATIONS Section 2.1 Purposes. The Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. The Corpora- tion is organized under the Nonprofit Public Benefit Corporation Law of California exclusively for charitable, educational and historical preservation purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). Notwithstanding any other provision of these Bylaws, this Corporation shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation, and the Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law); (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). ///// Page 1 The specific purposes of this Corporation include, but are not limited to, preserving land and improvements for educational, scien- tific, ecological, recreational, historical, scenic and open space opportunities; engaging in the restoration, enhancement and preser- vation of the Stein Family Farm complex; receiving and holding dedications of real and personal property; and increasing public knowledge and support for historic sites as an educational and cul- tural resource. Section 2.2 Limitations. (a) Political Activity. No substantial part of the activities of this Corporation shall consist of carrying on propa- ganda, or otherwise attempting to influence legislation, and this Corporation shall not participate in or intervene in (including the publishing or distributing of statements in connection with) any political campaign on behalf of any candidate for public office. (b) Property. The property, assets, profits and net income are dedicated irrevocably to the purposes set forth above. No part of the profits or net earnings of this Corporation shall ever inure to the benefit of any of its Directors, trustees, officers, members (if any), employees, or to the benefit of any private individual. (c) Dissolution. Upon the winding up and dissolution of this Corporation, after paying or adequately providing for the payment of the debts, obligations and liabilities of the Corpora- tion, the remaining assets of this Corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law.) ARTICLE III MEMBERSHIP Section 3.1 Membership. This Corporation shall have no members. The Board of Directors may refer to persons associated with the corporations as members, and may establish classes of such non -voting memberships. Such persons shall not, however, be deemed members within the meaning of Section 5056 of the California Corporations Code. ARTICLE IV BOARD OF DIRECTORS Sections 4.1 Powers. (a) General Corporate Powers. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corpora- tion Law and any other applicable laws, and any limitations of the Articles of Incorporation and of these Bylaws, the activities and Page 2 affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. (b) Specific Powers. Subject to limitations of the articles and these By -Laws, the activities and affairs of the Corpo- ration shall be conducted and all corporate powers shall be exer- cised by or under direction of the Board. The Board may delegate management of the activities of the Corporation to any person or persons, a management company, or committees, however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ulti- mate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these By-laws: (i) Appoint and remove, at the pleasure of the Board, all officers, agents and employees of the Corporation; pre- scribe powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties. (ii) Change the principal office or the principal business office in the State of California from one location to another; cause the Corporation to be qualified to conduct its activ- ities in any other state, territory, dependency or country and conduct its activities within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting, including annual meetings. (iii) To conduct, manage, and control the affairs and activities of the Corporation, and to make such rules and regula- tions therefore not inconsistent with law, the Articles, or these By-laws, as they may deem best. (iv) To adopt, make, and use a Corporate Seal, and to alter the form of such seal from time to time, as they may deem best. (v) To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefore, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefore. Section 4.2 Number of Directors. The authorized number of Directors shall be eleven (11). Section 4.3 Selection of Directors. (a) Initial Directors. The initial Board members shall be elected by the incorporator named in the Corporation's Articles of Incorporation. Page 3 (b) Subsequent Directors. At the expiration or earlier termination of the terms of office of the initial Directors, their successors shall be chosen by a majority vote of the members of the Board then in office, whether or not less than a quorum, or by a sole remaining Director. Section 4.4 Term of Office of Directors. The term of office of Directors shall be two (2) years. Each Director shall hold office until the expiration of the term for which they were appointed, and until a successor has been appointed or elected. Section 4.5 Vacancies in Office. (a) Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (1) the death, removal, suspension or resignation of any Director; or (ii) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under Sections 5230 and following of the California Nonprofit Public Benefit Corporation Law. (b) Resignations. Except as provided in this subsection, any Director may resign effective upon giving written notice to the Chairman of the Board, if any, or the President or the Secretary of the Board, unless such notice specifies a later time for the resig- nation to become effective. Except upon notice to the Attorney General of the State of California, no Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs. (c) Filling Vacancies. Vacancies on the Board shall be filled in the manner prescribed in these By-laws for regular elec- tion or appointment to such office, provided that such vacancies shall be filled as they occur, and not on an annual basis. Each Director so selected shall hold office until the expiration of the term of the replaced Director, and until a successor has been se- lected and qualified. Any vacancy on the Board shall be filled by vote of the remaining Directors, whether or not less that a quorum or by a sole remaining Director. (d) No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to expiration of the Director's term of office. Section 4.6 Restrictions on Directors. Not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. An interested person is (1) any person being compensated by the Corporation for services ren- dered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or other - Page 4 wise; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother- in-law or father-in-law of such person. However, any violation of the provisions of the paragraph shall not affect the validity or enforceability of any transaction entered into by the Corporation. A Director may not participate in any vote on any proposed transac- tion with another organization or entity of which such Director is also an employee, principal or Director. Section 4.7 Standard of Care. A Director shall perform the duties of a Director, including duties as a member of any committee of the Board on which the Director may serve in good faith, in a manner such Director believes to be in the best interests of this Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. In performing the duties of a Director, a Director shall be entitled to rely on. information, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by: (a) One or more officers or employees of the corporation whom the Director believes to be reliable and competent in the matters presented; (b) Counsel, independent accountants or other persons as to matters which the Director believes to be within such person's professional or expert competence; or (c) A committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as in any such case, the Director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwar- ranted. A person who performs the duties of a Director in accordance with the foregoing shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a Director. Section 4.8 Non -Liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation. ARTICLE V MEETINGS OF THE BOARD OF DIRECTORS Section 5.1 Place of Meetings. Meetings of the Board shall be held at the principal office of the Corporation or at such other place as has been designated by the Page 5 Board. In the absence of any such designation, meetings shall be held at the principal office of the Corporation. The meetings of the Board of Directors shall be open to the public and held in accordance with the Ralph M. Brown Act, Government Code Section 54590 et. seq. Section 5.2 Participation in Meetings by Conference Telephone. Any meeting may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting. Section 5.3 Annual, Regular and Special Meetings (a) Annual Meeting. The Board shall hold an annual meeting in conjunction with the regularly scheduled Board meeting in the month of August of each year for the purpose of organization, election of officers and the transaction of other business; provid- ed, however, that the Board may fix another time for the holding of its annual meeting. Notice of this meeting shall not be required. (b) Other Regular Meetings. The Board shall hold at least four (4) regular business meetings throughout the year; said meetings shall be held without call and on a date to be fixed by resolution of the Board; provided, however, any given monthly meeting may be dispensed with by majority vote of the Board. Such regular meetings may be held without notice. (c) Special Meetings. (i) Authority To Call. Special meetings of the Board of Directors may be called by the Chairman, or by any two (2) Directors. The notice shall state the time, place, and subject matter of such special meeting. (ii) Notice. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: 1. by personal delivery of written notice; 2. by first-class mail, postage prepaid; 3. by telephone, directly to the Director or to a person at the Director's office who would reasonably be expected to communicate that notice promptly to the Director; or 4. by telegram, charges prepaid. (iii) Time Requirements. Notices sent by first- class mail shall be deposited in the United States mails at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least forty-eight hours before the time set for the meeting. All such notices shall Page 6 be given or sent to the Director's address and/or telephone number as shown on the records of the Corporation. (iv) Notice Contents. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the Corporation. It need not specify the purpose of the meeting. Section 5.4 Ouorum. A majority of the authorized number of Directors shall consti- tute a quorum for the transaction of business, except to adjourn as provided in section herein. Subject to the more stringent provi- sions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (i) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (ii) approval of certain transactions between corporations having common director- ship, (iii) creation of an appointment of committees of the Board and (iv) indemnification of Directors, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board. A meeting at which a quorum is initially present may contin- ue to transact business, notwithstanding the withdrawal of Direc- tors, if any action taken is approved by at least a majority of the required quorum for that meeting. Section 5.5 Waiver of Notice. Notice of a meeting need not be given to any Director who signs a waiver of notice, or a written consent to holding the meeting, or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given any Director who attends the meeting without protesting before or at its commencement the lack of notice to such Director. Section 5.6 Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall indi- vidually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board, and shall be filed with the minutes of the proceedings of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. For the purposes of this Section 5.6 only, "all members of the Board" shall not include Directors who have a material financial interest in a transaction to which the Corporation is a party. ///// ///// ///// Page 7 Section 5.7 Adjournment. A majority of the Directors present, whether or not consti- tuting a quorum may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. ARTICLE VI COMM1`t'I'kES Section 6.1 Committees of Directors. The Board of Directors may designate one (1) or more commit- tees, each consisting of three (3) or more Directors to serve at the pleasure of the Board. Appointments to all committees shall be made by a majority vote of the Directors then in office. Any committee, to the extent provided in the Board resolution, shall have all the authority of the Board, except that no committee, regardless of Board resolution may: (a) committee; Fill vacancies on the Board of Directors or on any (b) Expend any corporate funds for any purpose without the express authorization of the Board of Directors; (c) Amend or repeal By-laws or adopt new By-laws. (d) Amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable; (e) Appoint any other committees of the Board of Directors. (f) approve any contract or transaction to which the Corporation is a party and in which one or more of its Directors has a material financial interest, except as such approval is provided for in Section 5233(d)(3) of the California Corporations Code. Section 6.2 Meetings of Committees. Meetings and actions of committees shall be governed by and held and taken in accordance with the provisions of these By-laws concerning meetings of Directors, with such changes in the context of those By-laws as are necessary to substitute the committee and its members for the Board of Directors and its members. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules for the governance of any committee not inconsistent with the provi- sions of these By-laws. ///// Page 8 ARTICLE VII OFFICERS Section 7.1 Officers. The officers of the Corporation shall include a President, a Secretary, and a Chief Financial Officer. The Corporation may also have, at the Board's discretion, a Chairman of the Board, one or more Vice Presidents, one or more assistant Secretaries, one or more assistant Treasurers, and such other officers as may be appointed in accordance with these Bylaws. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as either the President or the Chairman of the Board. Section 7.1 Election. The Officers of this Corporation, except those appointed in accordance with the provisions of Section 7.03 of this Article VII, shall be chosen annually by the Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an Officer under any contract of employment. The Officers of the Corporation shall be elected at the annual meetings. Section 7.03 Other Officers. The Board may appoint and may authorize the Chairman of the Board or the President or another officer to appoint any other officers that the corporation may require, each of whom shall have the title, hold office for the period, have the authority and per- form the duties specified in the Bylaws or determined from time to time by the Board. Section 7.4 Removal. Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, with or without cause, by a majority vote of the Board of Directors pursuant to applicable law. Section 7.5 Resignation. An Officer may resign at any time by giving written notice to this Corporation. The resignation shall take effect at the date of the receipt of that notice or at any later time specified by that notice, and unless otherwise specified in that notice, the accept- ance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of this Corporation under any contract to which the Officer is a party. Section 7.6 Vacancies. A vacancy in any office for any reason shall be filled in the ///// ///// Page 9 manner described in these By-laws for regular appointments to that office. Section 7.7 Chairman of the Board. If a Chairman of the Board is elected, he or she shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no President, the Chairman of the Board shall also be the Chief Executive Officer and shall have the powers and duties of the President of the corporation prescribed by these Bylaws. Section 7.8 President/Chief Executive Officer. Subject to the control and supervision of the Board, the Presi- dent shall be the Chief Executive Officer and general manager of the corporation and shall generally supervise, direct and control the activities and affairs and the officers of the corporation. The President, in the absence of the Chairman of the Board, or if there be none, shall preside at all meetings of the Board. The President shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Section 7.9 Vice -Presidents. In the absence or disability of the President, the Vice -Presi- dents, if any, in order of their rank, shall perform all of the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the Presi- dent. The Vice -Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board or the Bylaws. Section 7.10 Secretary. The Secretary shall keep a full and complete record of the proceedings of the Board and committees of the Board, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, and the proceedings thereof. The Secretary shall keep the Seal of the Corporation and affix the same to such papers and instruments as may be required in the regular course of business, shall make service of such notices as required by these By-laws or as may be proper, shall supervise the keeping of the books of the Corporation, and shall discharge such other duties as pertain to the office or as prescribed by the Directors. The Secretary shall keep or cause to be kept, at the Corporation's principal office, a copy of the book of minutes, including the Articles of Incorporation and By-laws. Section 7.11 Treasurer/Chief Financial Officer. The Treasurer shall be the Chief Financial Officer of the Corporation, and shall have charge and custody of all funds of the Corporation, shall deposit such funds in the manner required by the Board, shall keep and maintain adequate and correct accounts of the Page 10 Corporation's properties an business transactions, shall render reports and accountings as required, and shall discharge such other duties as pertain to the office or as prescribed by the Directors. The books of account shall be open to inspection by any officer at all reasonable times. The Board may require the Treasurer to give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all of its books, papers, vouchers, money, on his or her death, resignation, retire- ment, or removal from office. ARTICLE VIII INDEMNIFICATION AND INSURANCE Section 8.1 Right of Indemnity. To the full extent permitted by law, this corporation shall indemnify its Directors, officers, employees and other persons described in Sections 5238(a) and 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any "proceeding", as that term is used in such Section and including an action by or in the right of the corporation, by reason of the fact that such person is or was a person described by such Section. "Expenses", as used in this Bylaw, shall have the same meaning as in Sections 5238(a) and 7237(a) of the California Corporations Code. Section 8.2 Approval of Indemnity. Upon written request to the Board by any person seeking indem- nification under Sections 5238(b), 5238(c), 7237(b) or Section 7237(c) of the California Corporation Code, the Board shall prompt- ly determine whether the applicable standard of conduct has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought is such as to prevent the formation of a quorum of Direc- tors who are not parties to such proceeding, the Board or the attor- ney or other person rendering services in connection with the de- fense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct has been met. Section 8.3 Advancement of Expenses. To the full extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by these Bylaws shall be advanced by the corpora- tion prior to the final disposition of the proceeding upon receipt by the corporation of an undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the corporation therefore. Page 11 Section 8.4 Insurance for Corporate Agents. The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of any agent of the Corporation, including a Director, Officer, employee or other agent of the Corporation, against any liability asserted against or incurred by any officer, Director, employee, or agent in such capac- ity or arising out of the Officer's, Director's, employee's or agent's status as such. ARTICLE IX RECORDS AND REPORTS Section 9.1 Annual Report. Except as provided under Section 6321(c)(d) or (f) of the California Corporations Code, the Chairman shall furnish a written report within 120 days after the end of the Corporation's fiscal year to all of the Directors containing the following information: funds, of including (a) this Corporation as of the end of the fiscal year; (b) The principal changes in assets and liabilities, trust funds, during the fiscal year; (c) The revenue or receipts of this Corporation, both unrestricted and restricted purposes, for the fiscal year; (d) The expenses or disbursements of this Corporation, for both general and restricted purposes during the fiscal year; (e) The amount and circumstances of any indemnifications or advances paid during the fiscal year to any Officer or Director of the Corporation. The assets and liabilities, including the trust The annual report shall be accompanied by a report on the Corporation by independent accounts or, if there is no such report, by the certificate of an authorized Officer of the Corporation that such statements were prepared without audit from the Corporation's books and records. Section 9.2 Corporate Records The corporation shall keep adequate books and records as may be required by law including, but not limited to: (a) Minutes in written form of the proceedings of the Board and committees of the Board. (b) Adequate and correct books and records of account; (c) If applicable, a record of its members, giving their names and addresses and the class of membership held. Page 12 Section 9.3 Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect the Corporation's books, records, documents of every kind and the Corporation's property. The right of inspection includes the right to copy and make extracts of documents. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. Section 9.4 Inspection by Public. The Corporation's books, records, documents of every kind shall be public records available for inspection by the public. ARTICLE X AMENDMENTS Section 10.1 Amendment of Articles of Incorporation. Proposed amendments to this Corporation's Articles of Incorpo- ration must be submitted in writing to the Directors at least one (1) month in advance of the Board meeting at which they will be considered for adoption. A majority of the Directors present at any meeting shall be required to adopt an amendment to the Articles of Incorporation. Section 10.2 Amendments to By-laws. Proposed amendments to this Corporation's By-laws must be submitted in writing to the Directors at least one (1) month in advance of the meeting at which they will be considered for adop- tion. A majority of the Directors present at any meeting shall be required to adopt an amendment to the By-laws of the Corporation. Where any provision of these Bylaws requires the vote of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number. No amendment may extend the term of a Director beyond that for which such Director was elected. ARTICLE XI MISCELLANEOUS Section 11.1 Fiscal Year. The fiscal year of this Corporation shall end on each year on June 30. Section 11.2 Construction of By -Laws. Unless the context otherwise requires, the general provisions, rules of construction and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of Page 13 these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular and the term "person" includes both a legal entity and a natural person. Section 11.3 Prohibited Transactions. This Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or Officer; provided, however, that this Corporation may advance money to a Director or Officer of this Corporation for expenses reasonably anticipated to be incurred in performance of the duties of such Officer or Director so long as such individual would be entitled to be reimbursed for such expenses absent the advance. Section 11.4 Compliance with Law The actions of a Director or Officer shall comport with all applicable provisions of the Corporations Code, Government Code and the Public Contracts Code. CERTIFICATE OF SECRETARY I, the undersigned, certify that I am the presently elected and acting secretary of the NATIONAL CITY LIVING HISTORY FARM PRESERVE, a California Nonprofit Public Benefit Corporation, and the above Bylaws, are the Bylaws of this corporation as adopted at a meeting of the Board of Directors held on July 23, 1992. Executed on July 23, 1992 at San Diego, California. , Secretary Page 14 r- INDEX TO BY-LAWS Amendments Articles of Incorporation, 13 By -Laws, 13 Committees of Directors Generally, 8 Meetings, 8 Compliance with Law, 14 Construction of By -Laws, 13 Directors Non -Liability, 5 Number Authorized, 3 Powers, General Corporate Powers, 2 Powers, Specific Powers, 3 Restrictions, 4 Selection of, Initial Directors, 3 Selection of, Subsequent Directors, 4 Standard of Care, 5 Term of Office, 4 Vacancies in Office, Events Causing, 4 Vacancies in Office, Filling Vacancies, 4 Vacancies in Office, No Reduction, 4 Vacancies in Office, Resignations, 4 Fiscal Year, 13 Indemnification Advancement of Expenses, 11 Approval of Indemnity, 11 Insurance for Corporate Agents, 12 Right of Indemnity, 11 Insurance, 12 Limitations Dissolution, 2 Political Activity, 2 Property, 2 Meetings of Directors Action Without Meeting, 7 Meetings of Directors (continued) Adjournment, 8 Annual Meeting, 6 Conference Telephone, 6 Other Regular Meetings, 6 Place, 5 Quorum, 7 Special Meetings, 6 Special Meetings, Authority, 6 Special Meetings, Notice, 6 Waiver of Notice, 7 Membership, 2 Name of Corporation, 1 Officers Chairman of the Board, 10 Described, 9 Election, 9 Other Officers, 9 President/Chief Executive Officer, 10 Removal, 9 Resignation, 9 Secretary, 10 Treasurer/Chief Financial Officer, 10 Vacancies, 9 Vice -Presidents, 10 Other Offices of Corporation, 1 Principal Office of Corporation, 1 Prohibited Transactions, 14 Purpose of Corporation, 1 Records and Reports Annual Report, 12 Corporate Records, 12 Inspection by Directors, 13 Inspection by Public, 13 Page i NATIONAL CITY LIVING HISTORY FARM PRESERVE, INC. (STEIN FARM) BOARD MEMBERS CHAIRMAN Chris Johnson 1808 F Avenue National City, CA 91950 VICE-CHAIRMAN Lori Anne Peoples 1504 E. 22' Street National City, CA 91950 SECRETARY Nancy Smith (Tim) 2333 East Ridge Cloud Chula Vista, CA 91915 TREASURER Vince Reynolds (Sandy) 1243 Manchester Street National City, CA 91950 BOARD MEMBERS Norman Johnson (Betty) 1364 Red Mountain Court Chula Vista, CA 91915 Mitch Beauchamp (Martha) P.O. Box 985 National City, CA 91951 Alana Coons (Bruce) 44 Kingston Court Coronado, CA 92118 Susan Zimmer (A1) 3553 Evergreen Road Bonita, CA 91902 477-4113 (h) 476-2557 (w) 477-4272 (w) 548-2934 (cell) 482-8480 (h) 479-8165 (h) 962-3756 (cell) 421-7314 (h) 477-5333 (w) 477-5380 (fax) 477-0295 (h) 424-5011 (h) 889-8081 (cell) 475-0153 (h) CONSULTANTS Bruce Coons - Historic Consultant 424-5011 (h) Lucy Warren - Garden Consultant 295-0342 (h) Mile Carey - Photographer 477-5445 (w) 477-7844 (h) Susan Walter (Steven)- Docent 426-5109 (h) 476-0453 • Exhibit "E" Certificate of Good Standing National City Living History Farm Preserve attended the Community Development Block Grant Technical Assistance Workshop on June 13, 2006 and received the following items: ■ Playing by the Rules, A Handbook for CDBG Subrecipients on Administrative Systems ■ CFR Title 24- Housing and Urban Development, CDBG Regulations ■ Quarterly and End of the Year Reporting Forms ■ Compliance and Performing Monitoring Tool ■ Expenditure Reimbursement Claim Form ■ Income Data Forrn Qualifying Clientele ■ Beneficiary Data Summary- Definitions and Guidelines These documents will assist Subrecipients with new U.S Department of Housing and Urban Development and City of National City reporting requirements. Leticia Quintero, Program Administrator Exhibit "F" Affirmative Action Policy 1. Provision of Program Services a. SUB -RECIPIENT shall not, on the grounds of race, religion, color, national origin, scx, sexual preference, or handicap, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. SUB -RECIPIENT shall not under any program or activity funded in whole or in part with CDBG funds, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap: 1) Deny any facilities, services, financial aid or other benefits provided under the program or activity; or 2) Provide any facilities, services, financial aid, or other benefits which are different or are provided in a different form from that provided to others under the program or activity; or 3) Subject to segregated or separate treatment in any facility in, or in any matter of process related to receipt of' any service or benefit under the program or activity; or 4) Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid, or other benefits under the program or activity; or 5) Treat an individual differently from others in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet in order to be provided any facilities, services, or other benefits provided under the program or activity; or 6) Deny any opportunity to participate in a program or activity as an employee. c. SUB -RECIPIENT may not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of race, religion, color, national origin, sex, sexual preference, or handicap, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, religion, color, national origin, sex, sexual preference or handicap. d. SUB -RECIPIENT, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals fro n, denying them the benefits of, or subjecting them to discrimination on the grounds of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto: e, In administering a program or activity funded in whole or in part with CDBG funds regarding which the SUB -RECIPIENT has previously discriminated against persons on the grounds of race, religion, color, national origin, sex, sexual preference or handicap, the SUB -RECIPIENT must take affirmative action to overcome the effects of prior discrimination. f. Even in the absence of' such prior discrimination, a SUB -RECIPIENT in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin, or sex. Where previous discriminatory practice or usage tends, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, to exclude individuals from participation in, to deny them the benefits of; or to subject them to discrimination under any program or activity to which CDBG funding applies, the SUB -RECIPIENT has an obligation to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. A SUB -RECIPIENT shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in services or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. g h. Notwithstanding anything to the contrary in Sections .J. 1. (a. through h.), nothing contained herein shall be construed to prohibit any SUB -RECIPIENT from maintaining or constructing separate living facilities or rest -room facilities for the different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed only by a member of the same sex as the recipients of the services. Employment Discrimination a. SUB -RECIPIENT shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, or handicap. SUB - RECIPIENT shall take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rate -of -pay or other forms of compensation and selection for training including apprenticeship. SUB -RECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. b. SUB -RECIPIENT shall, in all solicitations or advertisements for employees placed by or on behalf of SUB -RECIPIENT, state that all qualified applications will receive consideration for employment without regard to race, color, religion, sex, national origin, age, or handicap. c. SUB -RECIPIENT shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the CDC's contracting officers, advising the labor union or workers' representative of SUB -RECIPIENT'S commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in conspicuous places available to employees and applicants for employment. SUB -RECIPIENT shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.. e. SUB -RECIPIENT shall furnish to the CDC all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. f. In the event of SUB -RECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and SUB -RECIPIENT may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g SUB -RECIPIENT shall include the provisions of Section II. J. 2. (a. through f), "Affirmative Action Policy," paragraphs (1) through (6) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. SUB -RECIPIENT shall take such action with respect to any subcontract or purchase order as the CDC may direct as a means of enforcing such provisions including sanctions for non-compliance; provided, however, that in the event SUB -RECIPIENT becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CDC, SUB - RECIPIENT may request the United States to enter into such litigation to protect the interests of the United States. SUB -RECIPIENT shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). SUB -RECIPIENT shall also provide ready access to and use of all CDBG fund -assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.). Remedies: In the event of SUB -RECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and SUJB-RECIPIENT may be declared ineligible for further government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. Subrecipient Agreement By and Between the City Of National City and Community Youth Athletic Center for Program Development THIS AGREEMENT, entered this 19th day of September, 2006 by and between the City Of National City (herein called the "Grantee") and Community Youth Athletic Center (herein called the "Subrecipient"). WHEREAS, the Grantee has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 95-383; and WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such finds; NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE Activities: The Subrecipient will be responsible for administering the CDBG 2006 Program Development in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. «Description» Such program will include activities eligible under the Community Development Block Grant program as specified in Exhibit "A", attached and incorporated herein. National Objectives: All activities funded with CDGB funds must meet one of the CDBG prograrn s National Objectives: benefit low- and moderate -income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR 570.208 The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet the National Objective of serving Low Income Persons C. Levels of Accomplishment — Goals and Performance Measures: The levels of accomplishment may include such measures as units rehabbed, persons or households assisted, or meals served, and should also include time frames for performance. Refer to Exhibit "A" for levels of program services. D. Staffing: Subrecipient shall be responsible for staff and time to be allocated to each activity, as set forthin Exhibit B, attached hereto and incorporated herein. E. Performance Monitoring: The Grantee will monitor the performance of the Subrecipient against goals and performance standards as stated above. Substandard performance as determined by the Grantee will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. IL TIME OF PERFORMANCE: Services of the Subrecipient shall start on the lit day of July, 2006 and end on the 30th day of June of 2007 in the case of Public Services and in the case of Capital Improvements end on June 30, 2009. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Subrecipient remains in control of CDBG funds or other CDBG assets, including program income. Subrecipient Agreement Page 1 of 13 III. BUDGET: Any indirect costs charged must be consistent with the conditions of Paragraph VII (C)(2) of this Agreement. Subrecipient shall adhere to the budget breakdown, attached as Exhibit "C' and incorporated herein. Any amendments to the budget must be approved in writing by both the Grantee and the Subrecipient. IV. PAYMENT: It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed $20,000. Drawdowns for the payment of eligible expenses shall be made against the line item budgets specified in Paragraph III herein and in accordance with performance. Expenses for general administration shall also be paid against the line item budgets specified in Paragraph III and in accordance with performance. Payments may be contingent upon certification of the Subrecipient's financial management system in accordance with the standards specified in 24 CFR 84.21. V. NOTICES: Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this contract shall be directed to the following contract representatives: Gra y Sub]rec Contact Person: Leticia Quintero, Economic Development Specialist II Contact Person: Elizabeth Barragan Director Organization: City of National City Organization: Community Youth Athletic Center Address: 1,10 East 12th Street, Suite B National City, CA 91950 Address: 1018 National City Boulevard National City, CA 91950 Telephone: (619) 336-4568 Telephone: (619) 474-2922 Email: luintero@ci. national -city. ca. us Email: VI. GENERAL CONDITIONS A. General Compliance: The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604. and (2) the Subrecipient does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. "Independent Contractor": Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Subrecipient is an independent contractor. Subrecipient Agreement Page 2 of 13 C. Hold Harmless: The Subrecipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Subrecipient's performance or nonperformance of the services or subject matter called for in this Agreement. D. Workers' Compensation: The Subrecipient shall provide Workers' Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. E. Insurance & Bonding: The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Grantee. The Subrecipicnt shall comply with the bonding and insurance requirements of 24 CFR 84.31 and 84.48, Bonding and Insurance. F. Grantee Recognition: The Subrecipient shall insure recognition of the role of the Grantee in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, the Subrecipicnt will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. G. Amendments The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Subrecipient from its obligations under this Agreement. The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient. H. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this Agreement if the Subrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of finds provided under this Agreement; or 4. Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect. The Grantee shall have the right, in accordance with 24 C.F.R. 85.43, to terminate this Agreement immediately or withhold payment of invoice for failure of the SUB -RECIPIENT to comply with the terms and conditions of this Agreement. Should the Grantee decide to terminate this Agreement, after a full evaluation of all circumstances has been completed, the SUB -RECIPIENT shall, upon written request, have the right to an appeal process. A copy of the appeal process will be attached to any termination notice. If the Grantee finds that the SUB -RECIPIENT has violated the terms and conditions of this Agreement, the SUB -RECIPIENT may be required to : 1. Repay all monies received from the Grantee under this Agreement; and/or 2. Transfer possession of all materials and equipment purchased with grant money to the Grantee. Subrecipient Agreement Page 3 of 13 In the case of early termination, a final payment may be made to the SUB -RECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to termination. The total of all payments, including the final payment, shall not exceed the amount specified in this Agreement. I. Termination for Convenience: In accordance with 24 CFR 85.44, this Agreement may also he terminated for convenience by either the Grantee or the Sub -recipient, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the Grantee determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Grantee may terminate the award in its entirety. Grantee and sub -recipient agree to provide written notice to the other party thirty (30) days prior to the effective date of any termination, in whole or part, for convenience. VII. ADMINISTRATIVE REQUIREMENTS A. Financial Management 2. Accounting Standards: The Subrecipient agrees to comply with 24 CFR 84.21-28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 3. Cost Principles: The Subrecipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non -Profit Organizations," or A-21, "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record Keeping Records to be Maintained: The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; and g. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. 2. Retention: The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of four (4) years. The retention period begins on the date of the submission of the Grantee's annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the four-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four-year period, whichever occurs later. 3. Client Data: The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not he limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. Subrecipient Agreement Page 4of13 4. Disclosure: The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the Grantee's or Subrecipient's responsibilities with respect to services provided under this contract, is prohibited by the State and for Federal law unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Close-outs: The Subrecipient's obligation to the Grantee shall not end until all close-out requirements arc completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. Not withstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subrecipient has control over CDBG finds, including program income. 6. Audits & Inspections: All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning subrecipient audits and OMB Circular A-133. Additional Documentation: Subrecipient agrees to provide a list of its Board of Directors, By - Laws, a Certificate of Good Standing, and any additional documents, as required in Exhibit "D" and "E", attached and incorporated herein. C. Reporting and Payment Procedures Program Income: The Subrecipient shall report quarterly all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this contract. The use of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Subrecipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to the Grantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the Grantee. 2. Indirect Costs: If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. 3. Payment Procedures: The Grantee will pay to the Subrecipient funds available under this Agreement based upon information submitted by the Subrecipient and consistent with any approved budget and Grantee policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Subrecipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Subrecipient. 4. Progress Reports: The Subrecipient shall submit regular Progress Reports to the Grantee in the form, content, and frequency as required by the Grantee. Subrecipient Agreement Page 5 of is D. Procurement: 1. Compliance: The Subrecipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non -expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this Agreement. 2. OMB Standards: Unless specified otherwise within this agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR 84.40-48. 3. Travel: The Subrecipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this Agreement. E. Usc and Reversion of Assets: The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. The Subrecipient shall transfer to the Grantee any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination. 2. Real property under the Subrecipient's control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement [or such longer period of time as the Grantee deems appropriate]. If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the Grantee an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the Grantee deems appropriate]. 3. In all cases in which equipment acquired, in whole or, in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee [an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment]. VIlI. RELOCATION, REAL PROPERTY ACQUISITION AND ONE -FOR -ONE HOUSING REPLACEMENT: The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at 49 CFR Part 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing the Residential Anti -displacement and Relocation Assistance Plan under section 104(d) of the HCD Act; and (c) the requirements in 24 CFR 570.606(d) governing optional relocation policies. [The Grantee may preempt the optional policies.] The Subrecipient shall provide relocation assistance to displaced persons as defined by 24 CFR 570.606(b)(2) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG-assisted project. The Subrecipient also agrees to comply with applicable Grantee ordinances, resolutions and policies concerning the displacement of persons from their residences. IX. PERSONNEL & PARTICIPANT CONDITIONS Civil Rights Subrecipient Agreement Page 6 of 13 1. Compliance: The Subrecipient agrees to comply with local and state civil rights ordinances here and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. 2. Nondiscrimination: The Subrecipient agrees to comply with the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279. The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable. 4. Land Covenants: This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352).and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this contract, the Subrecipicnt shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Grantee and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipicnt, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. 4. Section 504: The Subrecipient agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. The Grantee shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. Affirmative Action Approved Plan: The Subrecipicnt agrees that it shall be committed to carry out pursuant to the Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1966. The Grantee shall provide Affirmative Action guidelines to the Subrecipient to assist in the formulation of such program. The Subrecipient shall submit a plan for an Affirmative Action Program for approval prior to the award of funds, consistent with the policy in Exhibit "F", attached hereto and incorporated herein. 2. Women- and Minority -Owned Businesses (W/MBE): The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 3. Access to Records: The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. - Subrecipient Agreement Page 7 of 15 4. Notifications: The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the Subrecipient's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. Equal Employment Opportunity and Affirmative Action (EEO/AA) Statement: The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions: The Subrecipient will include the provisions of Paragraphs XA, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors. C. Employment Restrictions Prohibited Activity: The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. 2. Labor Standards: The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Grantee for review upon request. The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the Grantee pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. "Section 3" Clause a. Compliance: Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set •forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance provided under this contract and binding upon the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors. Failure to fulfill these requirements shall subject the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Subrecipient Agreement Page 8 of 13 c. D. Conduct Federal assistance is provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements. The Subrecipient further agrees to comply with these "Section 3" requirements and to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located." The Subrecipient further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to low- and very low-income persons within the service arca of the project or the neighborhood in which the project is located, and to low- and very low- income participants in other HUD programs; and award contracts for work undertaken in connection with ahousing rehabilitation (including reduction and abatement of lead - based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other IIUD programs. The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. Notifications: "I'he Subrecipient agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. Subcontracts: The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. 1. Assignability: The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee thereto; provided, however, that claims for money due or to become due to the Subrecipient from the Grantee under this contract may be Subrecipient Agreement Page 9 of 13 assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee. Subcontracts: a. Approvals: The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the Grantee prior to the execution of such agreement. b. Monitoring: The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. c. Content: The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. d. Selection Process: The Subrecipient shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Grantee along with documentation concerning the selection process. 3. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 24 CFR 84.42 and 570.611, which include (but are not limited to) the following: a. b. c. The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency. 5. Lobbying: The Subrecipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Subrecipient Agreement Page 10 of 13 f` b. c. Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly: Lobbying Certification: This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 6. Copyright: If this contract results in any copyrightable material or inventions, the Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work or materials for governmental purposes. 7. Religious Activities: The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization. X. ENVIRONMENTAL CONDITIONS Air and Water: The Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: • Clean Air Act, 42 U.S.C. , 7401, et seq.; • Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; • Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). C. Lead -Based Paint: The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall he subject to HUD Lead -Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG- assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead -based paint. Such notification shall point out the hazards of lead -based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead -based paint poisoning and the advisability and availability of Subrecipient Agreement Page 11 of 13 blood lead level screening for children under seven. The notice should also point out that if lead -based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may he conducted. Historic Preservation: The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. XI. SEVERABILITY: If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XII. SECTION HEADINGS AND SUBHEADINGS: The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. XIII. WAIVER: The Grantee's failure to act with respect to a breach by the Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of the Grantee to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. XIV. INTERPRETATION OF THE AGREEMENT: The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to the Grantee. The SUB -RECIPIENT shall be responsible for complying with all local, state, and federal laws whether or not said laws are expressly stated or referred to herein. Should any provision herein be found or deemed to be invalid, the Agreement shall be construed as not containing such revision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are severable. XV. ATTORNEY'S FEES: In the event any legal action or proceeding is commenced to interpret or enforce the terms of, or obligations arising out of, this Agreement, or to recover damages for the breach thereof the party prevailing in any such action or proceeding shall be entitled to recover from the non -prevailing party all reasonable attorncy's fees, costs, and expenses incurred by the prevailing party. XVI. ENTIRE AGREEMENT: This agreement constitutes the entire agreement between the Grantee and the Subrecipient for the use of funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the Grantee and the Subrecipient with respect to this Agreement. Subrecipient Agreement Page 12 of 13 IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above. CITY OF NATIONAL CITY Nick Inzunza Mayor, City of National City APPROVED AS TO FORM George Eis City Attorney Attachments Exhibit "A" - Exhibit `B"- Exhibit "C"- Exhibit "D"- Exhibit "E"- Exhibit "F"- COMMUNITY YOUTII ATIILETIC CENTER Barragan Elizab&.h' Director Program Delivery & Levels of Service Staffing Budget Board of Directors & Bylaws Certificate of Good Standing Affirmative Action Policy Subrecipient Agreement Page 13 of 13 Exhibit "A" Program Delivery & Levels of Service Amateur Boxing & Fitness Program: Provides after -school and year around delinquency prevention to males and females, ages 9-18 years 140 youth monthly and 1,700 annually. The CYAC Boxing & Fitness Program provides delinquency prevention services through a community based center offering boxing, free weights activities and educational opportunities. Service area Greater National City communities Educational Enhancement Program: Provides youth with community based after school alternative to idle time. Activies are provided to 60 youth monthly and 720 annually. CYAC educational programming provides prevention and intervention services to hard to reach youth using homework assistance, Leadership workshops, filming and editing classes and educational outings. Special Events Program: Provides youth opportunity to showcase their talent showcase talent and reach their full potential. Program services 30 youth monthly and 760 annually. Events expose youth to positive people and other surroundings. Past events have been Thanksgiving dinners, Christmas Outreaches, various National tournaments. Exhibit "B" Staffing Elizabeth Barragan, Director Programs Hours Monthly Amateur Boxing & Fitness Program 90 Educational Enhancement Program 24 Special Events 20 Carlos Barragan Sr., Recreation Supervisor Programs Hours Monthly Amateur Boxing & Fitness Program 80 Educational Enhancement Program 16 Special Events 30 Exhibit "C" Budget Personal Amount Funding Source Salaries $20,000 (City of National City) Non personal Utility $3,100 Printing 237 Professional Service 4,800 Licenses 3,400 Property Taxes 1,400 Sports Equipment 2,500 Youth travel 7,500 Office 1,200 Insurance 1,800 Total $25,937 (Fundraising, Private Sector) Exhibit "D" Community Youth Athletic Center Board Officers Clemente Casillas, President Business Owner Carlos Varela, Secretary San Diego County District Attorney's Office Pat Russell California Athletic Commission Judge & referee Victor Nunez, Vice President San Diego County, District Attorney's Office Vince Lopez, Treasurer San Diego County District Attorney's Office Dr. Gerald Farrow Retired Doctor Pearl Quinones Danny Magginni Sweetwater Union Board Member Barona Band of Mission Indians Greg Thompson Ernie Carrillo Sheriff Department Sheriff Department Reyes Franco San Diego County District Attorney's Office BYLAWS OF COMMUNITY YOUTH ATHLETIC CENTER a California Nonprofit Public Benefit Corporation ARTICLE I NAME The name of this corporation is COMMUNITY YOUTH ATHLETIC CENTER ARTICLE II OFFICES SECTION 2.01. PRINCIPAL OFFICE The principal office for the transaction of the activities and affairs of the corporation ("principal office') is located at 2107 Wooden St.Ste. A San Diego County, California. the Board of Directors"("the Board') may change the principal office from one location to another. Any change of locationof the principal office shall be noted by the Secretary on, these BylawS opposite this section, or this section may be amended to state the new location. SECTION 2.02. OTHER OFFICES The Board may at any time establish branch or subor- ,dinate:.officestat any place or places where the corporation is qualified toconduct i.ts activities. ARTICLE III PURPOSES AND LIMITATIONS SECTION 3.01. PURPOSES This corporation is a nonprofit public benefit cor- poration and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for charitable and public pur- poses. This corporation is organized exclusively for chari- table purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision Of any future United State Internal Revenue Law). Notwithstanding any other provision -of these Bylaws, this corporation shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers -1- blie benefit that are not in furtherance of the purposes ,of this cor- poration, and the corporation shall not carry on any other activities not permitted to be carried on (i) by a cor- poration exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or, the corresponding provision of any future United States Internal Revenue Law); (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). SECTION 3.02. LIMITATIONS (a) Political activity. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence; legislation, and this corporation shall not participate in or intervene iri (including the publishing or distributing of;f'statements in connection with) any political campaign on behalf of any can- didate for public office. (b) Property. The property, assets, profits and net income are dedicated irrevocably to the purposes set forth in Section 3.01 above. No part of, the profits or net earnings of this corporation shall ever inure to the benefit of any of its Directors, trustees, officers, members (if any), employees, or to the benefits of any private individual. (c) Dissolution. Upon the winding up and dissolu- tion of this corporation, after paying or adequately pro- viding for the payment of the debts,•obligati_ons and liabili- ties of the corporation, the remaining assets of this cor- poration shall be di3tributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax- exempt status under Section 501(c)-(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.) -2- public benefit ARTICLE IV MEMBERSHIP This corporation shall have no members. -2(a)- public benefit ARTICLE V DIRECTORS SECTION 5.01. POWERS (a) General corporate powers. Subject to the pro- visions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and any limitations of the Articles of Incorporation and of these Bylaws, the activities and affairs. of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. (b) Specific Powers. Without prejudice to these general powers, but subject to the same limitations'; the Directors shall have the power to; (i) Appoint and remove, at the pleasure of the Board, all officers, agents and employees of the corporation prescribe powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws; and fix their compensation and require from rthem security for faithful performance of their, duties. (ii) Change the principal office or the prin- cipal business office in the State of Clifornia from one location to another; cause the corporation to be qualified to conduct its activities in any other' state, territory, depen- dency or country and conduct its activities within or outside the State of California; and designate any place within or outside the State of California for., the holding of any meeting, including annual meetings. (iii) Adopt and use a corporate seal and• alter the form thereof. (iv) Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and deli- vered for the purposes of the corporation, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities. SECTION 5.02. NUMBER AND SELECTION OF DIRECTORS AND RESTRICTIONS ON DIRECTORS (a) Authorized. number. The authorized number of Directors shall be eight (8) Directors need not be resi- dents of the State of California. follows: (b) Selection. The Board shall be selected as -3- public benefit (i) Initial Directors. The initial Board mem— bers shall be elected by the incorporator(s) named in the corporation's Articles of Incorporation. (ii) Subsequent Directors. At the expiration or earlier termination of the terms of office of the initial Directors, their successors shall be chosen by a majority vote of the members of the Board then in office, whether or not less than a quorum, or by a sole remaining Director. (c) Restrictions on Directors. Not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. An interested person is .(1) any person being compensated by the corporation for services ren- dered to it within the previous twelve (12) months, whether as a full-time or -part-time employee, independent contractor, or otherwise; and (2) any brother, sister, ancestor, descen- dant, spouse, brother-in-law, sister-in-law1 son-in-law, daughter-in-law, mother-in-law or father-in-law,of such per- son. However, any violation of the provisions of thi.5 paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation. A Director may not participate in any vote on any proposed transa'tion with another organization or entity of which such Di.rectot is also an employee, principal or Director. SECTION 5.03. TERM OF OFFICE OF 3IRECTORS The Directors newly appointed or selected in accor- dance with section 5.02(b) shall hold office for a term of one (1) year. SECTION 5.04. VACA (a) Events causing vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (1) the death, removal, suspension or resignation of any Director; or (ii) the declaration ,by resolution of the Board of a vacancy in' the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgmentof any court to have breached a duty under sections 5230 and following of the California Nonprofit Public Benefit Corporation Law. (b) Resignations. Except as provided in this sub- section, any Director may resign effective upon giving writ- ten notice to the Chairman of the Board, if any, or the President or the Secretary of the Board, unless such notice specifies a later time for the resignation to become effec- tive. Except upon notice to the Attorney General of the State of California, no Director may resign when the cor- poration would then be left without a duly elected Director or Directors in charge of its affairs. -- 4 - 7u.r is benefit (c) Filling vacancies. Any vacancy on the Board shall be filled by vote of the remaining Directors, whether or not less than a quorum or by a sole remaining Director. (d) No vacancy on reduction of number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before the Director's term of office expires. SECTION 5.05. PLACE OF MEETINGS; MEETINGS BY TELEPHONE Meetings of the Board shall be held at the principal office of the corporation or at such other place as has been designated by the Board. In the absence of any such designa- tion, meetings shall be held at the principal office of the corporation. Any meeting may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one andther, and all such Directors shall be deemed to be present in person a,t such meeting. SECTION 5.06. ANNUAL, REGULAR AND SPECIAL MEETINGS, (a) Annual Meeting. The Board shall hold an annual meeting in conjunction with the regularly scheduled Board meeting in the month of February of each year for the purpose of organization, election of offi`ders and the tran- saction of other business; provided, however, that the Board may fix another time for the holding of its annual meeting. Notice of this meeting shall not be required. (b) Other Regular Meetings. The Board shall hold at least (4) regular business meetings throughout the year; said meetings shall be held without call and on a date to be fixed by resolution of the Board; provided, however, any given monthly meeting may be dispensed with by majority vote of the Board. Such '.regular meetings may be held without notice. (c) Special Meetings. (i) Authority To Call. Special meetings of the Board for any purpose may be called at any time by the Chairman of the Board, if any, the President or any Vice President, or the Secretary or any two Directors. (ii) Notice. the time and pl Director by one notice; of a. Manner of Giving Notice. Notice of cf special meetings shall be given to each the following methodsi 1. by personal delivery of written -5- public benefit before or after the meeting. The waiver of notice or consent need not specify the purpose of the meeting. A11 such waivers, consents and approvals shall be filed with the cor- porate records or made a part of the minutes of the meetings. Notice of a meeting need not be given any Director who attends the meeting without protesting before or at its com- mencement the lack of notice to such Director. SECTION 5.09. ADJOURNMENT A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. SECTION 5.10. NOTICE OF ADJOURNED MEETING Notice of the time and place of holding an adjourned meeting need not be given, unless the origi%ai meeting is adjourned for more than twenty-four (24) hours, in which case notice of any adjournment to another time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjourn- ment. SECTION 5.11. ACTION WITHOUT MEETING Any action required or permitted'to be taken by the Board may be taken without a meeting, if all members of the Board consent in writing to that action. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. Such written consent or consents shall be filed with the minutes of the proceedings .of the Board. For the purposes of this Section 5.11 only, "all members of the Board" shall not include Directors who have a material financial interest in a trans- action to which the corporation is a party. -n(b)- public benefit ARTICLE VI COMMITTEES SECTION 6.01. COMMITTEES OF THE BOARD The Board, by resolution adopted by a majority of the Directors then in office, may create one or more commit- tees, each consisting of two or more Directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the Directors then in office. The Board may appoint one or more ,Directors as alternate members of any such committee, who may replace an absent member at any meeting. Any such committee, to the extent provided in the resolution of the Board, shall have all of the authority of the Board, except that no committee, regardless of Board resolution, may: -7- public benefit (— (a) fill vacancies on the Board or in any committee which has the authority of the Board; (b) establish or fix compensation of the Directors for serving on the Board or on any committee; (c) amend or repeal Bylaws or adopt new Bylaws; (d) amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable; (e) appoint any other committees of the Board or the members of these committees; (f) approve any contract or transaction to which the corporation is a party and. in which one or more of its Directors has a material financial interest, except as such approval is provided for in Section 5233ed)(3) of the California Corporations Code. SECTION 6.02. MEETINGS AND ACTIONS OF THE COMMITTEES Meetings and action of committees of the Board'shall be governed by, held and taken in accordance with the provi- sions of Article V of these Bylaws, concerning meetings and other action of the Board, except that the time for regular meetings of such committees and the Calling of special meetings thereof may be determined either by resolution of the Board or, if there is no Board resolution, by resolution of the committee of the Board. Minutes shall be kept of each meeting of any committee of the Board and shall be filed with the corporate records. The Board may adopt rules for the government of any committee not inconsistent with the provi- sions of these Bylaws or in the absence of rules adopted by the Board, the committee may adopt such rules. ARTICLE VII OFFICERS SECTION 7.01. OFFICERS The officers of the corporation shall include a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the Board's discretion, a Chairman of the Board, one or more Vice Presidents, one or more assistant Secretaries, one or more assistant Treasurers, and such'other officers as may beappointed in accordance with Section 7.03 of these Bylaws. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as either the President or the Chairman of the Board. -8- public benef t t SECTION 7.02. ELECTION OF OFFICERS The officers of the corporation, except those appointed in accordance with the provisions of Section 7.03 of this Article VII, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract'of employment. SECTION 7.03. OTHER OFFICERS The Board may appoint and may authorize the Chairman of the Board or the President or another officer to appoint any other officers that the corporation may require, each of whom shall have the title, hold office for the period, have the authority and perform the duties specified in the Bylaws or determined from time to time by the Board. SECTION 7.04. REMOVAL OF OFFICERS Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors, or, except in case of an officer chosen by the Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors. SECTION 7.05. RESIGNATION OF OFFICERS Any officer may resign upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the OTfinor is a party. SECTION 7.06. VACANCIES IN OFFICE A vacancy occurring in any office because of death, resignation, removal or other cause, shall be filled in the manner prescribed in these Bylaws for regular appointments to that office. SECTION 7.07. RESPONSIBILITIES OF OFFICERS (a) Chairman of the Board. If a Chairman of the Board is elected, he or she shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no President, the Chairman of the Board shall also be the Chief Executive Officer and shall have the powers and duties of the President of the corporation prescribed by these Bylaws. 4 - public benefit (b) President/Chief Executive Officer. Subject to the control and supervision of the Board, the President shall be the Chief Executive Officer and general manager of the corporation and shall generally supervise, direct and control the activities and affairs and the officers of the cor- poration. The President, in the absence of the Chairman of the Board, or if there be none, shall preside at all meetings of the Board. The President shall have such other powers and duties as may be prescribed by the Board or these Bylaws. (c) Vice Presidents. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank, shall perform all of the duties of the President, and, when so acting, shall have all the powers of and be sub- ject to all of the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board or the Bylaws. (d) Secretary. (i) Book of minutes. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may direct, a book of minutes of all meetings and actions of the Board and of committees of the Board. The Secretary shall also keep, or cause to be kept, at the principal office in the State of California, a copy of the Articles of Incorporation and Bylaws, as amended to date. If the corporation is one having members, the Secretary shall also maintain a complete and accurate record of the mem- bership of the corporation, as well as a record of the pro- ceedings of all meetings of the membership. (ii) Notices, seal and other duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these Bylaws to be given. The Secretary shall keep the seal of the corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws. (e) Chief Financial Officer. (i) Books of account. The Chief Financial Officer of the corporation shall keep or maintain, or cause to be kept or maintained, adequate and correct books and accounts of the properties and transactions of the cor- poration, and shall send or cause to be sent to the Directors such financial statements and reports as are required by law or these Bylaws to be given. The books of account shall be open to inspection by any Director at all reasonable times. -10- pubeic benefit (ii) Deposit and disbursement of money and valuables. The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board, shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President or Chairman of the Board, if any, when requested, an account of all transactions as Chief Financial Officer and. of the finan- cial condition of the corporation and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws. (iii) Bond. If required by the Board, the Chief Financial Officer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the corporation of all its books, papers, vouchers, money and other property of every` kind in the possession or under the control of the Chief Financial Officer upon death, resignation, retirement or removal from office. ARTICLE VIII INDEMNIFICATION AND INSURANCE SECTION 8.01. INDEMNIFICATION (a) Right of Indemnity. To the full extent per- mitted by law, this corporation shall indemnify its Directors, officers, employees and other persons described in 7 \ of i. Californiai n c g Section .,�38(a, ��,a ��f�Corporaticr. including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any "proceeding", as that term is used in such Section and including an action by -or in the right of the corporation, by reason of the fact that such person is or was a person, described by such Section. "Expenses", as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Corporation Code. (b) Approval of Indemnity. Upon written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporation Code, the Board shall promptly determine in accordance with Section 5238(e) of the Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indem- nification. If the Board cannot authorize indemnification because the number of Directors who are parties to the pro- ceeding with respect to which indemnification is sought is such as to prevent the formation of a quorum of Directors who are not parties to such proceeding, the Board or the attorney -11- public benefit or other person rendering services in connection with the defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met. (c) Advancement of Expenses. To the full extent Permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by these Bylaws shall be advanced by the corporation prior to the final disposition of the proceeding upon receipt by the corporation of an undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the corporation therefor. SECTION 8.02. INSURANCE The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees and other agents of the corporation, against any liability asserted agaipat or incurred by an officer, Director, employee or agent in such capacity or arising out of the officer's, Director's, employee's or agent's status as such. ARTICLE IX RECORDS AND REPORTS SECTION 9.01. MAINTENANCE OF CORPORATE RECORDS The corporation shall keep: (a) Adequate and correct books and records of account; (b) Minutes in written form of the proceedings of the Board and committees of the Board. (c) If applicable, a record of its metbers, giving their names and addresses and the class of membership held. SECTION 9.02. INSPECTION BY DIRECTORS Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and the records of each of its subsidiary corporations. • This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copv and make extracts of documents. public benefit SECTION 9.03. ANNUAL REPORT Except as provided under Section 6321(c)(d) or (f) of the California Corporations Code, not later than one hundred twenty (120) days after the close of the fiscal year of the corporation, the Board shall cause an annual report to be sent to all members of the Board. Such report shall con- tain thefollowing information in reasonable detail: (i) •The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year. (ii) The principal changes in assets and liabi- lities, including trust funds, during the fiscal year. (iii) The revenue or receipts of the corporation, both unrestricted and restricted to particularourposes, for the fiscal year. (iv) The expenses or disbursements of the cor- poration, for both general and restricted purposes, during the fiscal year. (v) Any information required by Section 9.04. SECTION 9.04. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS The corporation shall prepare annually and furnish to each director a statement of any transaction or indem- nification of the following kind within one hundred twenty (120) days after the close of the fiscal year of the cor- poration: (a) Any transaction to which the corporation, its parent or its subsidiary was a party, and in which any Director or officer of the corporation, its parent or _sub- sidiary (but mere common director -ship shall not be con- sidered such an interest) had a direct or indirect material financial interest, if such transaction involved over fifty thousand dollars ($50,000), or was one of a number of trans- actions with the same person involving, in the aggregate, over fifty thousand dollars ($50,000). (b) Any indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or Director of the corporation pursuant to Section 8.01 hereof. The statement shall include a brief description of the transaction, the names of the Director(s) or officer(s) involved, their relationship to the corporation, the nature -13- pubikbenefit of such persons interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated. ARTICLE X CONSTRUCTION AND DEFINITIONS Unless the context otherwise requires, the general provisions, rules of construction and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular and the term "person" includes both a legal entity and a natural person. -14- public benefit ARTICLE XI AMENDMENTS SECTION 11.01. ACTION BY THE BOARD The Bylaws may be amended or repealed and new Bylaws may by adopted by a majority vote of the Board. SECTION 11.02. LIMITATIONS ON AMENDMENT OF BYLAWS Where any provision of these Bylaws requires the vote of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number. No amendment may extend the term of a Dipector beyond that for which such Director was elected. SECTION 11.03. MAINTENANCE OF RECORDS The Secretary of the corporation shall see that a true and correct copy of all amendments of the Bylaws, duly certified by the Secretary, is attached to the official Bylaws of the corporation and is maintained with the official records of the corporation at the principal office of the corporation. / / / /// -15- public benefit CERTIFICATE OF SECRETARY 1, the undersigned, certify that I am the presently elected and acting Secretary of Community Youth Athletic Center , a California Nonprofit Public Benefit Corporation, and the above Bylaws, are the Bylaws of this corporation, as adopted at a meeting of the Board of Directors held on November 7, , 19 97. Executed on November 7, California. -16- , 19 97 at San Diego , pz b:ie benefit Exhibit "E" Certificate of Good Standing Community Youth Athletic Center received the following items: ■ Playing by the Rules, A I Iandbook for CDBG Subrecipients on Administrative Systems ■ CFR Title 24- Housing and Urban Development, CDBG Regulations ■ Quarterly and End of the Year Reporting Forms ■ Compliance and Performing Monitoring Tool ■ Expenditure Reimbursement Claim Form ■ Income Data Form Qualifying Clientele ■ Beneficiary Data Summary- Definitions and Guidelines These documents will assist Subrecipients with new U.S Department of Housing and Urban Development and City of National City reporting requirements. 9 Leticia Quintero, Program Administrator Exhibit "F" Affirmative Action Policy Provision of Program Services a. SUB -RECIPIENT shall not, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. b. SUB -RECIPIENT shall not under any program or activity funded in whole or in part with CDBG funds, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap: 1) Deny any facilities, services, financial aid or other benefits provided under the program or activity; or 2) Provide any facilities, services, financial aid, or other benefits which are different or arc provided in a different form from that provided to others under the program or activity; or Subject to segregated or separate treatment in any facility in, or in any matter of process related to receipt of' any service or benefit under the program or activity; or 4) Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid, or other benefits under the program or activity; or 5) Treat an individual differently from others in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet in order to be provided any facilities, services, or other benefits provided under the program or activity; or 6) Deny any opportunity to participate in a program or activity as an employee. c. SUB -RECIPIENT may not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of race, religion, color, national origin, sex, sexual preference, or handicap, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, religion, color, national origin, sex, sexual preference or handicap. d. SUB -RECIPIENT, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying there the benefits of, or subjecting them to discrimination on the grounds of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto: e. In administering a program or activity funded in whole or in part with CDBG funds regarding which the SUB -RECIPIENT has previously discriminated against persons on the grounds of race, religion, color, national origin, sex, sexual preference or handicap, the g• SUB -RECIPIENT must take affirmative action to overcome the effects 'of prior discrimination. Even in the absence of such prior discrimination, a SUB -RECIPIENT in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin, or sex. Where previous discriminatory practice or usage tends, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, to exclude individuals from participation in, to deny them the benefits of, or to subject them to discrimination under any program or activity to which CDBG funding applies, the SUB -RECIPIENT has an obligation to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. A SUB -RECIPIENT shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in services or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. h. Notwithstanding anything to the contrary in Sections J. 1. (a. through h.), nothing contained herein shall be construed to prohibit any SUB -RECIPIENT from maintaining or constructing separate living facilities or rest -room facilities for the different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed only by a member of the same sex as the recipients of the services. 2. Employment Discrimination a. SUB -RECIPIENT shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, or handicap. SUB - RECIPIENT shall take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rate -of -pay or other forms of compensation and selection for training including apprenticeship. SUB -RECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. b. SUB -RECIPIENT shall, in all solicitations or advertisements for employees placed by or on behalf of SUB -RECIPIENT, state that all qualified applications will receive consideration for employment without regard to race, color, religion, sex, national origin, age, or handicap. c. SUB -RECIPIENT shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the CDC's contracting officers, advising the labor union or workers' representative of SUB -RECIPIENT'S commitments under Section 202 of Executive Order No. ] 1246 of September 24, 1965, and shall post copies of the notices in conspicuous places available to employees and applicants for employment. SUB -RECIPIENT shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of' Labor.. e. SUB -RECIPIENT shall furnish to the CDC all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. f. In the event of SUB -RECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and SUB -RECIPIENT may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g SUB -RECIPIENT shall include the provisions of Section II. J. 2. (a. through f), "Affirmative Action Policy," paragraphs (1) through (6) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. SUB -RECIPIENT shall take such action with respect to any subcontract or purchase order as the CDC may direct as a means of enforcing such provisions including sanctions for non-compliance; provided, however, that in the event SUB -RECIPIENT becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CDC, SUB- RECIPIENI' may request the United States to enter into such litigation to protect the interests of the United States. h. SUB -RECIPIENT shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). SUB -RECIPIENT shall also provide ready access to and use of all CDBG fund -assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.). 3. Remedies: In the event of SUB -RECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and SUB -RECIPIENT may be declared ineligible for further government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. Subrecipient Agreement By and Between the City Of National City and Trauma Intervention Services for Program Team THIS AGREEMENT, entered this 19'" day of September 2006 by and between the City Of National City (herein called the "Grantee") and Trauma Intervention Services (herein called the "Subrecipient"). WIIEREAS, the Grantee has applied for and received finds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds; NOW, 'THEREFORE, it is agreed between the parties hereto that; L SCOPE OF SERVICE A. Activities: The Subrecipient will be responsible for administering the CDBG 2006 Program Team in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. Such program will include activities eligible under the Community Development Block Grant program as specified in Exhibit "A", attached and incorporated herein. B. National Objectives: All activities funded with CDGB funds must meet one of the CDBG program's National Objectives: benefit low- and moderate -income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR 570.208 The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet the National Objective of serving Low Income Persons C. Levels of Accomplishment — Goals and Performance Measures: The levels of accomplishment may include such measures as units rehabbed, persons or households assisted, or meals served, and should also include time frames for performance. Refer to Exhibit "A" for levels of program services. D. Staffing: Subrecipient shall be responsible for staff and time to be allocated to each activity, as set forthin Exhibit B, attached hereto and incorporated herein. E. Performance Monitoring: The Grantee will monitor the performance of the Subrecipient against goals and performance standards as stated above. Substandard performance as determined by the Grantee will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME OF PERFORMANCE: Services of the Subrecipient shall start on the 1" day of .July, 2006 and end on the 30'h day of June of 2007 in the case of Public Services and in the case of Capital Improvements end on June 30, 2009. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Subrecipient remains in control of CDBG funds or other CDBG assets, including program income. Subrecipient Agreement Page 1 of 13 II1. BUDGET: Any indirect costs charged must be consistent with the conditions of Paragraph VII (C)(2) of this Agreement. Subrecipient shall adhere to the budget breakdown, attached as Exhibit "C" and incorporated herein. Any amendments to the budget must be approved in writing by both the Grantee and the Subrecipient. IV. PAYMENT: It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed $8,000. Drawdowns for the payment of eligible expenses shall be made against the line item budgets specified in Paragraph III herein and in accordance with performance. Expenses for general administration shall also be paid against the line item budgets specified in Paragraph III and in accordance with performance. Payments may be contingent upon certification of the Subrecipient's financial management system in accordance with the standards specified in 24 CFR 84.21. V. NOTICES: Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this contract shall be directed to the following contract representatives: 'ubrecawent Contact Person: Leticia Quintero, Economic Development Specialist II Contact Person: Jae Marciano Executive Director Organization: City of National City Organization: Trauma Intervention Services Address: 140 East 12th Street, Suite B National City, CA 91950 Address: 2560 Orion Way Carlsbad, CA 92008 Telephone: (619) 336-4568 Telephone: Email: luintero@ci.national-city.ca.us __(760)931-2104 Email: VI. GENERAL CONDITIONS A. General Compliance: The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Corrununity Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. °Independent Contractor": Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Suhrecipient is an independent contractor. Suhrecipient Agreement Page 2 of 13 C. IIold Harmless: The Subrecipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Subrecipient's performance or nonperformance of the services or subject matter called for in this Agreement. D. Workers' Compensation: The Suhrecipient shall provide Workers' Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. E. Insurance & Bonding: The Suhrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Grantee. The Suhrecipient shall comply with the bonding and insurance requirements of 21 CFR 84.31 and 84.48, Bonding and Insurance. F. Grantee Recognition_ The Subrecipient shall insure recognition of the role of the Grantee in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. G. Amendments The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Subrecipient from its obligations under this Agreement. The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient. H. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this Agreement if the Suhrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of funds provided under this Agreement; or 4. Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect. The Grantee shall have the right, in accordance with 24 C.F.R. 85.45, to terminate this Agreement immediately or withhold payment of invoice for failure of the SUB -RECIPIENT to comply with the terms and conditions of this Agreement. Should the Grantee decide to terminate this Agreement, after a full evaluation of all circumstances has been completed, the SUB -RECIPIENT shall, upon written request, have the right to an appeal process. A copy of the appeal process will be attached to any termination notice. If the Grantee finds that the SUB -RECIPIENT has violated the terms and conditions of this Agreement, the SUB -RECIPIENT may be required to : 1. Repay all monies received from the Grantee under this Agreement; and/or 2. Transfer possession of all materials and equipment purchased with grant money to the Grantee. Subrecipient Agreement Page 3 of 13 In the case of early termination, a final payment may be made to the SUB -RECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to termination. The total of all payments, including the final payment, shall not exceed the amount specified in this Agreement. I. Termination for Convenience: In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the Grantee or the Sub -recipient, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the Grantee determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Grantee may terminate the award in its entirety. Grantee and sub -recipient agree to provide written notice to the other party thirty (30) days prior to the effective date of any termination, in whole or part, for convenience. VII. ADMINISTRATIVE REQUIREMENTS A. Financial Management 2. Accounting Standards: The Subrecipient agrees to comply with 21 CFR 84.21-28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. Cost Principles: The Subrecipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non -Profit Organizations," or A-21, "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record Keeping 1. Records to be Maintained: The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to he funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken 'meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; and g. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. 2. Retention: The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of four (4) years. The retention period begins on the date of the submission of the Grantee's annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the four-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four-year period, whichever occurs later, 3. Client Data: The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. Subrecipient Agreement Page 4 of 13 4. Disclosure: The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the Grantee's or Subrecipient's responsibilities with respect to services provided under this contract, is prohibited by the State and for Federal law unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Close-outs: The Subrecipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. Not withstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subrecipient has control over CDBG funds, including program income. 6. Audits & Inspections: All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this contract and may result in thc withholding of future payments. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning subrecipient audits and OMB Circular A-135. 7. Additional Documentation: Subrecipient agrees to provide a list of its Board of Directors, By - Laws, a Certificate of Good Standing, and any additional documents, as required in Exhibit "D" and "E", attached and incorporated herein. Reporting and Payment Procedures Program Income: The Subrecipient shall report quarterly all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this contract. The use of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Subrecipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to the Grantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall he remitted promptly to the Grantcc. 2. Indirect Costs: If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. 3. Payment Procedures: The Grantee will pay to the Subrecipient funds available under this Agreement based upon information submitted by the Subrecipient and consistent with any approved budget and Grantee policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Suhrecipient, and not to exceed actual cash requirements. Payments will he adjusted by the Grantee in accordance with advance fund and program income balances available in Subrecipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by thc Grantee on behalf of the Subrecipient. Progress Reports: The Subrecipient shall submit regular Progress Reports to the Grantee in the form, content, and frequency as required by the Grantee. Subrecipient Agreement Page 5 of 13 D. Procurement: 1. Compliance: The Subrecipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non -expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this Agreement. 2. OMB Standards: Unless specified otherwise within this agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR 84.40-48. 5. Travel: The Subrecipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this Agreement. E. Use and Reversion of Assets: The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. The Subrecipient shall transfer to the Grantee any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination. 2. Real property under the Subrecipient's control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement [or such longer period of time as the Grantee deems appropriate]. If the Subrccipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the Grantee an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the Grantee deems appropriate]. 5. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment)_ Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee [an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment]. VIII. RELOCATION, REAL PROPERTY ACQUISITION AND ONE -FOR -ONE HOUSING REPLACEMENT: The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at 49 CFR Part 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing the Residential Anti -displacement and Relocation Assistance Plan under section 104(d) of the IICD Act; and (c) the requirements in 24 CFR 570.606(d) governing optional relocation policies. [The Grantee may preempt the optional policies.] The Subrecipient shall provide relocation assistance to displaced persons as defined by 24 CFR 570.606(b)(2) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG-assisted project. The Subrecipient also agrees to comply with applicable Grantee ordinances, resolutions and policies concerning the displacement of persons from their residences_ IX. PERSONNEL & PARTICIPANT CONDITIONS Subrecipient Agreement Page 6 of 13 A. Civil Rights Compliance: The Subrecipient agrees to comply with local and state civil rights ordinances here and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Conununity Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. 2. Nondiscrimination: The Subrecipient agrees to comply with the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279. The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable. 4. Land Covenants: This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this contract, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Grantee and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. Section 504: The Subrecipient agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. The Grantee shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. B. Affirmative Action Approved Plan: The Subrecipient agrees that it shall be committed to carry out pursuant to the Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1966. The Grantee shall provide Affirmative Action guidelines to the Subrecipient to assist in the formulation of such program. The Subrecipient shall submit a plan for an Affirmative Action Program f'or approval prior to the award of funds, consistent with the policy in Exhibit "F", attached hereto and incorporated herein. 2. Women- and Minority -Owned Businesses (W/MBE): The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 3. Access to Records: The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the Grantee, HUD or its agent, or other authorized Federal Subrecipient Agreement Page 7 of 13 officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 4. Notifications: The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the Subrecipient's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. Equal Employment Opportunity and Affirmative Action (EEO/AA) Statement: The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions: The Subrecipient will include the provisions of Paragraphs X.A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors. Employment Restrictions 1. Prohibited Activity: The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. 2. Labor Standards: The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C.. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Grantee for review upon request. The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of S2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the Grantee pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. "Section 3" Clause a. Compliance: Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance provided under this contract and binding upon the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors. Failure to fulfill these requirements shall subject the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors, their Subrecipient Agreement Page 8 of 13 D. Conduct b. c. successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements. The Subrecipient further agrees to comply with these "Section 3" requirements and to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located." The Subrecipient further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; whcrc feasible, priority should be given to low- and very low-income persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low- income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead - based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other IIUD programs. The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. Notifications: The Subrecipient agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. Subcontracts: The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity whcrc it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. Assignability: The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee thereto; provided, however, that claims for money due or to become due to the Subrecipicnt from the Grantee under this contract may be Subrecipient Agreement Page 9 of 13 assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee. 2. Subcontracts: a. b. c. Approvals: The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the Grantee prior to the execution of such agreement. Monitoring: The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be sununarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. Content: The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. Selection Process: The Subrecipient shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Grantee along with documentation concerning the selection process. 3. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 24 CFR 84.42 and 570.611, which include (but are not limited to) the following: a. The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. b. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. c. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency. 5. Lobbying: The Subrecipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Subrecipient Agreement Page 10 of 13 Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly: d. Lobbying Certification: This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 6. Copyright: If this contract results in any copyrightable material or inventions, the Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work or materials for governmental purposes. 7. Religious Activities: The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization. X. ENVIRONMENTAL CONDITIONS A. Air and Water: The Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: • Clean Air Act, 42 U.S.C. , 7401, et seq.; • Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 131E relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; • Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). C. Lead -Based Paint: The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead -Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG- assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead -based paint. Such notification shall point out the hazards of lead -based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead -based paint poisoning and the advisability and availability of Subrecipient Agreement Page 11 of 13 blood lead level screening for children under seven. The notice should also point out that if lead -based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. Historic Preservation: The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. XI. SEVERABILITY: If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XII. SECTION HEADINGS AND SUBHEADINGS: The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. XIII. WAIVER: The Grantee's failure to act with respect to a brcach by the Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of the Grantee to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. XIV. INTERPRETATION OF THE AGREEMENT: The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to the Grantee. The SUB -RECIPIENT shall be responsible for complying with all local, state, and federal laws whether or not said laws are expressly stated or referred to herein. Should any provision herein be found or deemed to be invalid, the Agreement shall be construed as not containing such revision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are severable. XV. ATTORNEY'S FEES: In the event any legal action or proceeding is commenced to interpret or enforce the terms of, or obligations arising out of, this Agreement, or to recover damages for the breach thereof, the party prevailing in any such action or proceeding shall be entitled to recover from the non -prevailing party all reasonable attorney's fees, costs, and expenses incurred by the prevailing party. XVI. ENTIRE AGREEMENT: This agreement constitutes the entire agreement between the Grantee and the Subrecipient for the use of funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the Grantee and the Subrecipient with respect to this Agreement. Subrecipient Agreement Page 12 of 13 IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above. CITY OF NATIONAL CITY Nick I0.rnz Mayor, City of National City APPROVED AS TO FORM George Eiser City Attorney ATTEST City Clerk • 41r- J4,4 Attachments Exhibit "A" - Exhibit "B"- Exhibit "C"- Exhibit "D"- Exhibit "E"- Exhibit "F"- TRAUMA INTERVENTION PROGRAMS Jae ciano Exec vc Director Program Delivery & Levels of Service Staffing Budget Board of Directors & Bylaws Certificate of Good Standing Affirmative Action Policy s Subrecipient Agreement Page 13 of 13 Exhibit "A" Program. Delivery and Levels of Service: The Program Team consists of the following separate activities: Activi No. 9 s y 2_ Activity De iption 1 re, ew-o1'io r T �'Dvicd—V rv-, o, O }rrl�t, cL Glr Gk.n' y`s S boy CA.;-\ 2>1 evr,e-r5e-vi c rqS c nr S ©-,.. AVv e: S +ne its Per onth calls Units Per Year Exhibit "B" Staffing The following lists the staff and time commitments to be allocated to each activity as listed in Exhibit "A" above. Activity No. l_ Staff Mctnbe axne and Title ours Allocated i z 3 4 l,Y-, C v'1SGri `isr, 10 Z-ne, WAY` C-•\avi O ae_eu-}:i6 '7,reci�uv� 101,r. Exhibit "C" Budget Line item Amount Salaries S000,00 Fringe Office Space Utilities Communications 2-000 '0a Reproduction/Printing 1000.00 Supplies/Materials OD .00 Mileage i 0o0.00 700 .00 Audit Indirect Costs Other: Other: Other: Other: Indirect Costs (Specify): Total b 0 O 0 TIP TRAUMA INTERVENTION PROGRAMS OF SAN DIEGO COUNTY, INC. BOARD OF DIRECTORS 2006-2007 Chris Saunders, President Public Relations Professional Chief David Burk, Vice President Fire Chief, City of La Mesa Debbie Fountain, Treasurer City of Carlsbad Director of Housing and Redevelopment Jim Schroder, Secretary Independent Business Owner Lt. Joe Young Oceanside Police Department Bill Mortimer Job Options Inc. Sheri Guseman Professor, Grossmont College Darlene Duncan Crime Prevention Spec., Poway Sheriff's Dept. Holly Grubs Attorney BYLAWS OF TRAUMA INTERVENTION PROGRAMS OF SAN DIEGO COUNTY, INC. A California Public Benefit Corporation ARTICLE 1: Name, Office Section 1.01 — Name of the Corporation The name of this Corporation shall be TRAUMA INTERVENTION PROGRAMS OF SAN DIEGO COUNTY, INC. (hereinafter referred to as the "Corporation"). Section 1.02 — Principal Office The principal executive office for the transaction of the business of the Corporation is located in the State of California, County of San Diego. The Board of Directors (hereinafter referred to as the "BOD") may change the principal office from one location to another. Any change of this location shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location. Section 1.03 — Other Offices The BOD or their designee may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business. ARTICLE 2: Purpose Section 2.01— Purpose The general purpose of this Corporation is to ensure that victims of traumatic events receive the emotional and practical support they need immediately following the traumatic occurrence. Section 2.02 — Nonpartisan Activities This Corporation has been formed under the California Corporation Law for the purpose described herein at Article 2, Section 2.01, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote. The Corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purpose described above. Trauma Intervention Programs Bylaws 2 ARTICLE 3: Membership and Meetings Section 3.01 — Voting Members of the Corporation Voting members shall consist of the members of the BOD of the Corporation. Effective July 1, 1996 and thereafter, no voting member shall be an active program volunteer. Section 3.02 — Honorary Members Any individual or organization that subscribes to the purposes and basic policies of the Corporation and whose admission will contribute to the Corporation's ability to carry out its charitable and educational purposes may become an honorary member of the Corporation. Section 3.03 — Application for Membership to the Board of Directors Applications for membership to the BOD shall be submitted by the Executive Director or the BOD of the Corporation on a written form prescribed and approved by the BOD. The Executive Director shall transmit such applications for consideration to the BOD who shall evaluate such applications in order to determine the applicant's eligibility for membership. Membership shall be conferred upon the applicant by a simple majority of the votes cast at a regular or special meeting of the BOD or by a simple vote though a written ballot mailed to the members at the direction of the BOD. Section 3.04 — Application for Honorary Membership Honorary membership shall be conferred upon the individual by a simple majority of the votes cast at a regular or special meeting of the BOD. Section 3.05 — Rights of Directors Each member of the Corporation shall be entitled to one vote on each matter submitted to a vote at the meeting of the BOD, except to the extent that the voting rights are limited or denied by the Articles of Incorporation. No member shall be entitled to any dividend or any part of the income of the Corporation or to share in the distribution of the corporate assets upon the dissolution of the Corporation. Section 3.06 — Rights of Honorary Members I Ionorary members shall have all the rights and privileges of this Corporation except that they shall not vote or hold office. No honorary member shall be entitled to any dividend or any part of the income of the Corporation or to share in the distribution of the corporate assets upon the dissolution of the Corporation. Trauma Intervention Programs Bylaws 3 Section 3.07 — Resignation of Directors and Honorary Members Any BOD member or honorary member may resign from the Corporation by delivering a written resignation to the President or Secretary of the Corporation. Section 3.08 — Termination of Honorary Membership Any honorary member may be removed with or without cause at any time by the affirmative vote of a majority of the members of the Corporation present at a meeting of the BOD. This section may be amended or repealed only by a vote of a majority of all members of the Corporation at a meeting of the BOD. Section 3.09 — Annual Meeting of the Board of Directors There shall be an annual meeting each year of the BOD of this Corporation, to be held in the county of San Diego, State of California. Section 3.10 — Regular Meetings The members shall meet at a time and place determined by the BOD, with a minimum of three (3) meetings held per year. Section 3.11 — Cancellation of Meetings The Executive Director, with concurrence of a majority of the members of the BOD, may cancel meetings, or change the date, time or place of meetings under special circumstances. Section 3.12 — Adjournment A majority of the members present, whether or not continuing a quorum, may adjourn any meeting of the BOD to another time or place. Section 3.13 —Notice of Adjournment Notice of the time and place of holding an adjourned BOD meeting need not be given unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the members who were not present at the time of the adjournment. ARTICLE 4 — Board of Directors Section 4.01— Powers (a) The activities, affairs and property of the Corporation shall be managed, directed andcontrolled, and its Trauma Intervention Programs Bylaws 4 powers executed by, and vested in, the BOD or their duly appointed representative. (b) Select and remove the Executive Director of the Corporation; prescribe any powers and duties for him/her that are consistent with the law, with the Articles of Incorporation, and with the Bylaws; and fix the compensation. (c) Adopt, make and use a corporate seal; prescribes forms of membership certificates; and alter the form of the seal and certificate. (d) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation and other evidence of debt and securities. Section 4.02 — Number, Election, Term The BOD shall consist of at least seven (7) but no more than seventeen (17) persons who are elected for two year terms. All terms shall expire in the month of June with one-half of the terms expiring in the even numbered years and one-half the terms expiring in the odd numbered years. Elections of the members shall be held in June of each year. Whenever members are to be elected at a meeting the Secretary must cause to be mailed to the members at their designated address written notice of the meeting and the list of nominees. This notice must be mailed ten (10) days before the election. Each geographical team of volunteers may elect a representative to act as a non -voting liaison to the BOD. Section 4.03 — Removal A BOD member may be removed with cause at any time by the affirmative vote of majority of the members of the Corporation present at a noticed meeting of the BOD, the notice of which shall have specified the proposed removal. This section may be amended or repealed only by vote of a majority of all members of the Corporation at a meeting of the BOD. A pattern of absences may result in their removal from the BOD. A member for personal reasons may request a leave of absence subject to approval of the BOD. Section 4.04 — Vacancies Whenever the number of BOD members shall for any reason be less than the authorized number, the vacancy may be filled by a majority of the remaining members, though less than a quorum, or by sole remaining member. Section 4.05 — Quorum The quorum for the transaction of business at any properly noticed meeting of the BOD shall consist of a minimum of three (3) members of which two (2) must be Officers of the BOD. Trauma Intervention Programs Bylaws 5 Section 4.06 — Special Meeting of the Board of Directors Special meeting of the BOD may be called by the President or Vice President and must be called by either of them on the written request of any three (3) members or a petition signed by 20% of the members of the Corporation. Section 4.07 — Notice of Meeting Notice of all meetings of the BOD, except as herein otherwise provided, shall be given by mailing or emailing the same at least five (5) days before the meeting to the usual business or residence address of the members but such notice may be waived by any member. Each such notice shall state the general business to be transacted, the day, time and place of such meeting and in the case of special meetings, and by whose request it was called. Regular meetings of the BOD maybe held without notice at such time and place as shall be determined by the member. Any business may be transacted at any regularly called meeting of the BOD. Section 4.08 —Action by Board of Directors without a Meeting Any action required or permitted to be taken by the BOD may be taken without a meeting if all members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the BOD, and the action taken shall have the same force and effect as a unanimous vote of the members. Section 4.09 — Compensation The members and Officers of the Corporation shall serve as such without salary, but the BOD may authorize the payment by the Corporation of the reasonable expenses incurred by the members or Officers in the performance of their duties and of reasonable compensation for special services rendered by any member or Officer. Section 4.10 — Contracts with Board of Directors No member or Officer of the Corporation shall be interested, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contract for furnishing services to it, unless (i) such contract shall be authorized by the entire BOD majority and voting at a meeting at which the presence of such member is not necessary to constitute a quorum and the vote of such member is not necessary for such authorization; and (ii) the facts and nature of such interest shall have been fully disclosed or shown to the members of the BOD present at the meeting at which such contract is so authorized. Trauma Intervention Programs Bylaws 6 ARTICLE 5: Advisory Board Section 5.01— Advisory Board The BOD and the Executive Director shall work together to recruit an Advisory Board. The purpose of this board will be to advise and support the BOD and Executive Director on issues which affect the Corporation. The Advisory Board will consist of members of the community who will enhance the mission and goals of the Corporation. The Advisory Board will not be required to meet more than once annually. There shall be no fixed tern for members of the board. There shall be no minimum or maximum number of members. The Advisory Board members may serve of committees, and be involved in many aspects of the Corporation, including event planning, legal issues, volunteer recruitment, publicity and fundraising. Section 5.02 — Advisory Board Member Responsibilities The responsibilities of the Advisory Board will include to: (a) Serve as a "Roving Ambassador" for the Corporation, to promote the Corporation wherever opportunity arises. (b) Be willing to allow the Corporation to identify him or her as an Advisory Board member on corporate letterhead, web site and event programs. (c) Provide the staff of the Corporation with leads, contacts or introductions that will be helpful in fundraising and/or program expansion. (d) Attend annual Advisory Board meetings. (e) Support the annual Heroes on Scene event. (f) Assist in recruiting other appropriate Advisory Board members. ARTICLE 6: Officers Section 6.01 - Titles and Qualifications The Officers of the BOD shall consist of a President, Vice President, Secretary, Treasurer and such other Officers as the BOD may from time to time designate. Trauma Intervention Programs Bylaws 7 Section 6.02 — Duties of Officers (a) President The President of the BOD shall preside at all meetings of the BOD of the Corporation and shall have such other powers and duties not consistent with the Bylaws as may be assigned from time to time by the BOD. (b) Vice President The Vice President of the BOD shall possess the powers and duties of the President of the BOD in such case as he or she is absent or disabled. (c) Secretary The Secretary shall have the general powers and duties usually vested in the office of Secretary of a Corporation and shall have such powers and duties not consistent with these Bylaws as may be assigned him or her from time to time by the BOD or the President including the powers and duties to be (i) be custodian of all records, documents and the seal of the Corporation which are to be kept in the principal executive office of the Corporation; (ii) affix the Corporate Seal to any instrument requiring it and to attest the same by his or her signature when authorized by the BOD or when such instrument shall first have been signed by the President or the Vice President or other duly authorized officer or agent; (iii) keep the minutes of the BOD meetings and other committee meetings, as applicable, of the Corporation to be recorded in one or more books provided for that purpose, with the time and place of the holding of such meetings, how they were called and authorized, the notice given thereof, the names of those present and the proceedings thereof indicated in the record; (iv) provided that proper notices are given in accordance with the provisions of these Bylaws. (d) Treasurer The Treasurer shall be responsible for all funds and securities of the Corporation and shall have the general powers and duties usually vested in the office of Treasurer of a Corporation and shall have such powers and duties not consistent with these Bylaws as may be assigned to him or her from time to time by the BOD or the President, including the powers and duties to (i) care for, receive and give receipt monies due and payable to the Corporation; (ii) deposit all monies received in the name of the Corporation in such banks, trust companies or other depositories as from time to time may be designated by the Board of Directors; (iii) have charge of the disbursement of the monies of the Corporation in accordance with the directions of the BOD or the President; (iv) enter or cause to be entered regularly in the books to be kept by the Treasurer or under his or her direction for that purpose a complete and correct account of all monies received and disbursed by the Corporation; (v) render a statement of the financial accounts of the Corporation to the Board of Directors at such Trauma Intervention Programs Bylaws 8 times as may be requested; (vi) exhibit the books of account of the Corporation and all securities, vouchers, papers on and documents of the Corporation in his or her custody to any member or designee of the Board of Directors upon request; (vii) submit a full financial report to the members of the Corporation at the annual membership meeting. Section 6.03 — Appointment of Officers Officers shall be appointed by the BOD, at any time, and each Officer shall hold office until he or she resigns, is removed or is otherwise disqualified to serve, or until his or her successor shall be appointed and qualified, whichever occurs first. Section 6.04 — Term of Office All Officers shall be appointed for a term of one year or until their successors are appointed and qualified. An Officer shall serve a term of one year with the option of being appointed a second year. Section 6.05 — Resignation Any Officer may resign at any time by delivering a written resignation to the President, the Vice President or the Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective. Section 6.06- Removal Any Officer may be removed at any time, with cause, by majority vote of the entirety of the members at a duly held meeting of the BOD. Proper notice specifying the proposed removal shall be given prior to any meeting of the BOD at which such removal shall be considered. Section 6.07 — Vacancies Any vacancy in an office may be filled for the unexpired portion of the terni by majority vote of the BOD. Section 6.08 — Records There shall be maintained at the principal executive office of the Corporation all financial books and records of account, all minutes of the BOD meetings and other committee meetings of the Corporation, and list of members, and copies of all other material, corporate records, books, documents and contracts. All such books, records, minutes, lists, documents and contracts shall be made available for inspection at any reasonable time during the usual business hours by any members of the Corporation, or duly authorized representative thereof, for any lawful and proper purpose. Upon leaving office each Officer, or duly authorized representative thereof, of the Corporation shall turn over to his or her successor or to the President in good order, such corporate monies, books, records, minutes, lists, documents, contracts or other Trauma Intervention Programs Bylaws 9 property of the Corporation as have been in the custody of such officer of and during his or her term in office. Section 6.09 — Committees The BOD from time to time may establish other committees or auxiliaries whose membership will consist of voting members and/or honorary members of the Corporation as designated by the BOD which shall have such duties and the members of which shall hold office for such periods as the BOD from time to time determine. The rules of procedures of such committee shall be determined from time to time by the BOD, and by respective committee members. All committees and committee members serve at the pleasure of the BOD. ARTICLE 7: Records and Reports Section 7.01 — Maintenance and Inspection of Articles and Bylaws The Corporation shall keep at its principal executive office the original or a copy of the Articles and Bylaws as amended to date, which shall be open to inspection. Section 7.02 -- Maintenance and Inspection of Other Corporate Records The accounting books, records and minutes of proceedings of the BOD and any committee(s) of the Corporation shall be kept at such place or places designated by the BOD or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed or printed form. Section 7.03 — Inspection by Board of Directors Every member of the BOD shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Corporation and each of its subsidiary Corporations. This inspection by a member may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. Section 7.04 — Annual Report The President of the Corporation or his/her designee will cause to be sent each year to the Board of Directors an annual report of the Corporation's activities. This report will encompass all information required by California Corporations Code 6321 (*) as amended to date. ARTICLE 8: Deposits, Checks, Loan Contracts Section 8.01 — Deposit of Funds Trauma Intervention Programs Bylaws 10 All funds of the Corporation not otherwise employed shall be deposited in such banks, trust companies or other reliable depositories as the BOD from time to time may determine. Section 8.02 — Checks, Etc. All checks, drafts, endorsements, notes and evidences of indebtedness of the Corporation shall be signed by such Officers or agents of the Corporation and in such manner as the BOD from time to time may determine. Endorsements for deposits to the credit of the Corporation shall be made in such manner as the BOD from time to time may determine. Section 8.03 — Loans No loans or advances shall be contracted on behalf of the Corporation, and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the BOD. Any such authorization shall relate to specific transactions, and may include authorization to pledge, and security for loans or advances so authorized, any and all securities and other personal property at any time held by the Corporation. Section 7.04 — Contracts The President, or any other Officer or agent specially authorized by the BOD, may in the name of and on behalf of the Corporation, enter into those contracts or execute and deliver those instruments that are specifically authorized by the BOD. Without the express and specific authorization of the BOD, no officer or other agent of the Corporation may enter into any contract or execution and deliver any instrument in the name of and on behalf of the Corporation. ARTICLE 9: Financial Support of the Corporation Section 9.01 — Financial Support Financial support of the Corporation shall be goverment funds, public donations and contributions, grants from private foundations, and grant from corporations. ARTICLE 10: Dedication of Assets Section 10.01 Dedication of Assets The properties and assets of this nonprofit Corporation are irrevocably dedicated to the fulfillment of the objectives and purposes of this Corporation as set forth in Article 2, Section 2.01 hereof. No part of the net earnings, properties or assets of this Corporation, on dissolution or otherwise, shall inure to the exclusive benefit of any private person or individual, or any member of this Corporation except in fulfillment of said objectives and purposes. On liquidation or dissolution, all properties and assets and obligations shall be Trauma Intervention Programs Bylaws 11 distributed pursuant to the nonprofit provisions of the California Corporation Code then in effect. ARTICLE 11: Indemnification of Members and Officers Section 11.01 -- Indemnification Any person (and heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was a member or Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorneys' fees and disbursements incurred by him or her (or by his or her heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceedings, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such member or Officer is liable for negligence or misconduct in the performance of his or her duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or officer (or such heirs, executors or administrators) may be entitled apart from this Article. Section 11.02 — Insurance or Other Indemnification The BOD shall have the power to (i) purchase and maintain, at the Corporation's expense, insurance on the behalf of the Corporation and on behalf of others to the extent that power to do so have been or may be granted by statute, and (ii) give other indemnification to the extent permitted by law. ARTICLE 12: Amendment of Bylaws Section 12.01— Amendment of Bylaws Except as otherwise provided herein, and subject to the power of the BOD to amend or repeal the Bylaws, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by an affirmative vote of a majority of the member of the BOD present at any regular or special meeting, a quorum being assembled, provided that written notice of such meeting, setting forth in detail the proposed Bylaw revisions with explanations therefore, be given not less than seven (7) days prior to such meeting. An amendment changing the authorized number of members of the BOD may be adopted only by the Officers of the Corporation. ARTICLE 13: Miscellaneous Section 13.01— Fiscal Year The fiscal year of the Corporation shall begin on July 1 of each year and shall end on June 30. • Trauma Intervention Programs Bylaws Section 13.02 — Construction 12 Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any of the portion of these Bylaws shall be invalid or inoperative, then so far as is reasonable and possible: (a) The remainder of these Bylaws shall be considered valid and operative, and (b) Effect shall be given to the intent manifested by the portion held invalid or inoperative. Section 13.03 — Program Modifications Any and all program modifications shall require the approval, by means of an affirmative vote, of two-thirds (2/3) of the members present at any regular or special meeting of the BOD, a quorum being assembled. These Bylaws of the Corporation are hereby adopted with amendments made to date, on this date. Chris Saunders, President Date Witness Date Trauma Intervention Programs Bylaws 13 (*)California Corporations Code Section 6321 6321. (a) Except as provided in subdivision (c), (d), or (f), the board shall cause an annual report to be sent to the members not later than 120 days after the close of the corporation's fiscal year. Unless otherwise provided by the articles or bylaws and if approved by the board of directors, that report and any accompanying material sent pursuant to this section may be sent by electronic transmission by the corporation (Section 20). That report shall contain in appropriate detail the following: (1) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year. (2) The principal changes in assets and liabilities, including trust funds, during the fiscal year. (3) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, Jrothe fiscal year. (4) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year. (5) Any information required by Section 6322. (b) The report required by subdivision (a) shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized Qf cer of the corporation that such statements were prepared without audit from the books and records of the Corporation. (c) Subdivision (a) does not apply to any Corporation which receives less than twenty-five thousand dollars ($25, 000) in gross revenues or receipts during the fiscal year. (d) Where a Corporation has provided, pursuant to Section 5510, for regular meetings of members less often than annually, then the report required by subdivision (a) need he made to members only with the frequency with which regular membership meetings are required, unless the articles or bylaws require a report more often. (e) Subdivisions (c) and (d) notwithstanding, a report with the information required by subdivision (a) shall be furnished annually to: (1) All directors of the Corporation,- and (2) Any member who requests it in writing. (f) A Corporation which in writing solicits contributions from 500 or more persons need not send the report otherwise required by subdivision (a) if it does all of the following: (I) Includes withany written material used to solicit contributions a written statement that its latest annual report will be mailed upon request and that such request may be sent to the Corporation at a name and address which is set forth in the statement. The term "annual report" as used in this subdivision refers to the report required by subdivision (a). (it) Promptly mails a copy of its latest annual report to any person who requests a copy thereof and (iii) Causes its annual report to be published not later than 120 days after the close of its fiscal year in a newspaper of general circulation in the county in which its principal executive office is located. Exhibit "E" Certificate of Good Standing Trauma Intervention Programs attended the Community Development Block Grant Technical Assistance Workshop on June 13, 2006 and received the following items: ■ Playing by the Rules, A Handbook for CDBG Subrecipients on Administrative Systems • CFR Title 24- Housing and Urban Development, CDBG Regulations • Quarterly and End of the Year Reporting Forms • Compliance and Performing Monitoring Tool ■ Expenditure Reimbursement Claim Form ■ Income Data Form Qualifying Clientele ■ Beneficiary Data Summary- Definitions and Guidelines These documents will assist Subrecipients with new U.S Department of Housing and Urban Development and City of National City reporting requirements. ,t,t,Z11-0 Leticia Quintero, Program Administrator Exhibit "F" Affirmative Action Policy 1. Provision of Program Services a. SUB -RECIPIENT shall not, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. b. SUI3-RECIPIENT shall not under any program or activity funded in whole or in part with CDBG funds, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap: 1) Deny any facilities, services, financial aid or other benefits provided under the program or activity; or 2) Provide any facilities, services, financial aid, or other benefits which are different or are provided in a different form from that provided to others under the program or activity; or s) Subject to segregated or separate treatment in any facility in, or in any matter of process related to receipt of any service or benefit under the program or activity; or 4) Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid, or other benefits under the program or activity; or 5) Treat an individual differently from others in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet in order to be provided any facilities, services, or other benefits provided under the program or activity; or 6) Deny any opportunity to participate in a program or activity as an employee. c. SUB -RECIPIENT may not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of race, religion, color, national origin, sex, sexual preference, or handicap, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, religion, color, national origin, sex, sexual preference or handicap. d. SUB -RECIPIENT, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying there the benefits of, or subjecting them to discrimination on the grounds of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto: e. In administering a program or activity funded in whole or in part with CDBG funds regarding which the SUB -RECIPIENT has previously discriminated against persons on the grounds of race, religion, color, national origin, sex, sexual preference or handicap, the g. discrimination. SUB -RECIPIENT must take affirmative action to overcome the effects of prior f Even in the absence of such prior discrimination, a SUB -RECIPIENT in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin, or sex. Where previous discriminatory practice or usage tends, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, to exclude individuals from participation in, to deny them the benefits of or to subject them to discrimination under any program or activity to which CDBG funding applies, the SLTB-RECIPIENT has an obligation to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. A SUB -RECIPIENT shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in services or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. Notwithstanding anything to the contrary in Sections .J. 1. (a. through h.), nothing contained herein shall be construed to prohibit any SUB -RECIPIENT from maintaining or constructing separate living facilities or rest -room facilities for the different sexes. Furthermore, selectivity on the basis of' sex is not prohibited when institutional or recipients of the services. custodial services can properly be performed only by a member of the same sex as the 2. Emnlovment Discrinunation a. SUB -RECIPIENT shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, or handicap. SUB - RECIPIENT shall take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rate -of -pay or other forms of compensation and selection for training including apprenticeship. SUB -RECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. b. SUB -RECIPIENT shall, in all solicitations or advertisements for employees placed by or on behalf of SUB -RECIPIENT, state that all qualified applications will receive consideration for employment without regard to race, color, religion, sex, national origin, age, or handicap. c. SUB -RECIPIENT shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the CDC's contracting officers, advising the labor union or workers' representative of SUB -RECIPIENT'S commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in conspicuous places available to employees and applicants for employment. d. SUB -RECIPIENT shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor., e. SUB -RECIPIENT shall furnish to the CDC all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. f. In the event of SUB -RECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and SUB -RECIPIENT may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. SUB -RECIPIENT shall include the provisions of Section II. J. 2. (a. through f), "Affirmative Action Policy," paragraphs (1) through (6) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. SUB -RECIPIENT shall take such action with respect to any subcontract or purchase order as the CDC may direct as a means of enforcing such provisions including sanctions for non-compliance; provided, however, that in the event SUB -RECIPIENT becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CDC, SUB - RECIPIENT may request the United States to enter into such litigation to protect the interests of the United States. h. SUB -RECIPIENT shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). SUB -RECIPIENT shall also provide ready access to and use of all CDBG fund -assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.). 3. Remedies: In the event of SUB -RECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and SUB -RECIPIENT may be declared ineligible for further government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. City of National City COUNCIL AGENDA STATEMENT MEETING DATE: September 19, 2006 AGENDA ITEM NO. 9 ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE THE 2006-07 COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AGREEMENTS BETWEEN THE CITY OF NATIONAL CITY AND VARIOUS COMMUNITY ORGANIZATIONS WITHIN THE CITY PREPARED BY: LETICIA QUINTERO: DEPARTMENT CITY MANAGER'S OFFICE On May 2, 2006 the City Council approved the Community Development Block Grant (CDBG) funds for public service programs, community enhancement projects, and City capital improvement programs. The U.S. Department of Housing and Urban Development requires a written contract between the City and each Subrecipient of CDBG funds. The contracts cover the period from July 1, 2006 to June 30, 2007. Each contract has several exhibits attached which are incorporated into the contract. The attachments to the agreements are: Exhibit A- Program Delivery & Levels of Services, Exhibit B- Staffing, Exhibit C- Budget, Exhibit D- Board of Directors, Exhibit E- Certificate of Good Standing, and Exhibit F- Affirmative Action Policy. The CDBG agreements are for the following organizations for the projects and amount stated: Boys & Girls Club of National City Transportation Services $15,725 Community Youth Athletic Center Program Development $20,000 Trauma Intervention Program Program Team $8,000 Stein Farm Bathroom Facility $10,000 Environmental Review Not applicable to this report. Financial Statement The City Council's adopted allocations were incorporated into the City and CDC 2006-07 Fiscal Year Budgets. STAFF RECOMMENDATION City Council to adopt the Resolution. BOARD/COMMISSION RECOMMENDATION Not applicable to this report. ATTACHMENTS (Listed Below) Resolution No. 2006- +(.C> 0 RESOLUTION NO. 2006 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE THE FY 2006-07 COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AGREEMENTS BETWEEN THE CITY OF NATIONAL CITY AND VARIOUS COMMUNITY ORGANIZATIONS WITHIN THE CITY WHEREAS, the City participates in the Community Development Block Grant and a principal goal of which is to fund projects and services which will benefit low-income National City households; and WHEREAS, the City Council held a Public Hearing on March 21, 2006, to review and receive public comment on the draft Annual Plan for fiscal year 2006-07; and WHEREAS, on May 5, 2006, the City Council of the City of National City approved the CDBG final Annual Plan for fiscal year 2006-07; and WHEREAS, the City is desirous of having certain services for the benefit of low- income households performed by the subrecipients; and WHEREAS, the subrecipients warrant and represent that they are experienced and staffed in a manner such that they can prepare and deliver the services required by the City within the timeframe herein provided all in accordance with the terms and conditions of the contracts; and WHEREAS, in the event that HUD should withdraw the City's CDBG funding, the City is not obligated to compensate the subrecipients for program expenditures. NOW, THEREFORE, BE IT RESOLVED the City Council of the City of National City hereby authorizes the Mayor to execute the Community Development Block Grant (CDBG) agreements for Fiscal Year 2006-07 with various community organizations for the purpose and amount stated in "Exhibit 1", and incorporated hereto. Said Agreements are on file in the office of the City Clerk. PASSED and ADOPTED this 19th day of September, 2006 Nick Inzunza, Mayor ATTEST: Michael Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney EXHIBIT 1 Boys & Girls Club of National City Community Youth Athletic Center Trauma Intervention Program Stein Farm Transportation Services Program Development Program Team Bathroom Facility $15,725 $20,000 $8,000 $10,000 City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 September 26, 2006 Ms. Kim Rhode Executive Director Boys & Girls Club 1430 D Avenue National City, CA 91950 Project: National City —Block Grant Subrecipient Agreement Dear Ms. Rhode: On September 19, 2006, the City Council of the City of National City passed and adopted Resolution No. 2006-200, executing the FY 2006-2007 Community Development Commission Block Grant Agreements. We are pleased to enclose one fully executed original agreement and one certified copy of the Resolution for your records. Sincerely, 4 4 Michael R. Dalla City Clerk MRD Enclosure cc: Leticia Quintero File 406-1-21 ® Recycled Paper City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 September 26, 2006 Ms. Elizabeth Barragan Director Community Youth Athletic Center 1018 Naztional City Blvd National City, CA 91950 Project: National City —Block Grant Subrecipient Agreement Dear Ms.Barragan: On September 19, 2006, the City Council of the City of National City passed and adopted Resolution No. 2006-200, executing the FY 2006-2007 Community Development Commission Block Grant Agreements. We are pleased to enclose one fully executed original agreement and one certified copy of the Resolution for your records. Sincerely, it Michael R. Dalia City Clerk MRD Enclosure cc: Leticia Quintero File 406-1-21 ® Recycled Paper City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 September 26, 2006 Mr. Vincent Reynolds Treasurer National City Living History Farm 1243 Manchester Street National City, CA 91950 Project: National City —Block Grant Subrecipient Agreement Dear Mr. Reynolds: On September 19, 2006, the City Council of the City of National City passed and adopted Resolution No. 2006-200, executing the FY 2006-2007 Community Development Commission Block Grant Agreements. We are pleased to enclose one fully executed original agreement and one certified copy of the Resolution for your records. Sincerely, „it Michael R. Dalla City Clerk MRD Enclosure cc: Leticia Quintero File 406-1-21 ® Recycled Paper City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 September 26, 2006 Ms. Jae Maricano Executive Director Trauma Intervention Services 2560 Orion Way Carlsbad, CA 92008 Project: National City —Block Grant Subrecipient Agreement Dear Ms. Marciano: On September 19, 2006, the City Council of the City of National City passed and adopted Resolution No. 2006-200, executing the FY 2006-2007 Community Development Commission Block Grant Agreements. We are pleased to enclose one fully executed original agreement and one certified copy of the Resolution for your records. Sincerely, Michael R. Dalla City Clerk MRD Enclosure cc: Leticia Quintero File 406-1-21 ® Recycled Paper