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HomeMy WebLinkAbout2007 CON County of San Diego - Kimball Park Soccer ProjectCounty office use only P— 1001838 0 15650 E — 53664 T-999 A— 100123 Supplier 4 1114069 STANDARD GRANT AGREEMENT BETWEEN THE COUNTY OF SAN DIEGO AND City of National City RECEIVED tD 23 7 1 This Grant Agreement is entered into between the County of San Diego, a political subdivision of the State of California (County), and City of Natippaj,City a Non -Profit California Corporation (Grantee) and is effective on Fcbr'ta1>:y 2� 2007 1pY7IHHKK 1 6 20,0 WHEREAS, the County wishes to reinvest taxpayer funds in the community to benefit the public by providing grant funds to community -based organizations that assist in meeting the social, cultural and recreational needs of County residents; and WIIEREAS, on 10/24/2006 (3), the Board of Supervisors allocated the grant funding set forth in this Agreement for the purpose described in this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Purpose of Grant. Grantee shall use the grant funds provided by County under this Agreement solely for the following purpose: to complete the Arena Soccer Project sited at Kimball Park, located on 12th Street between "D" and "A" Avenues in National City. 2. Term of Agreement. The term of this Agreement shall be for 13 months starting on the effective date as specified above. 3. Deadline for Use of Grant Funds and Documentation of Expenditures. (a) Grantee shall spend all grant funds provided by the County for the purposes specified in Paragraph 1 within 12 months of the effective date of this Agreement as specified above. (b) Grantee shall complete Documentation of Grant Expenditures setting forth Grantee's total actual expenditures of the grant funds provided under this Agreement. Grantee shall submit this documentation to the County's administrator promptly after spending the grant funds, but in any event, before the end of the Term of Agreement specified above. If the parties agree to extend the Tenn of Agreement, Grantee shall submit this expenditure documentation before the end of the extended Term. If County's administrator requests additional information regarding Grantee's expenditure of the grant funds, Grantee shall promptly submit the requested information to County's administrator. (c) If after reviewing Grantee's expenditure documentation, the County's administrator: (i) determines that the Grantee failed to spend all of the grant funds; (ii) disallows any expenditure by Grantee; or (iii) determines that the grant funds provided exceed Grantee's total actual expenditures authorized under this Agreement; Grantee shall refund to the county the amount specified by the County's administrator. Grantee shall make this refund within seven days after receiving a written request for refund from the County's administrator. In its sole discretion, the County may offset the refund amount from any payment due to or to become due to Grantee under this Agreement or any other agreement with the County. (d) If Grantee fails to provide the required documentation of expenditures as required in Subparagraph (b) above, the County's administrator may request Grantee to refund to the County all or any portion of the grant funds provided under this Agreement. Within Rev. 12/15/05 1 seven days of receipt of a written request for a refund, Grantee shall refund to the County the amount specified by the County's administrator. Grantee's failure to comply with this refund requirement shall constitute a material breach of this Agreement. (e) If Grantee incurs expenses before the County pays the grant under this Agreement, the County will reimburse Grantee in an amount not to exceed the amount specified in Paragraph 4 upon submission of documentation to County's administrator setting forth Grantee's actual expenditures for the purpose specified in Paragraph 1 and approval of the documentation by County's administrator. (f) If Grantee fails to use all grant funds as specified in Paragraph 1 above before the deadline specified in Subparagraph (a) above, Grantee may request an extension of the Term. Grantee shall make any such request in writing at least two weeks before the deadline specified in Subparagraph (a) above. Grantee and the County's administrator may agree in writing to extend the Term of Agreement for a maximum of three months to allow Grantee additional time to spend the grant funds for the purpose specified in Paragraph 1. 4. Amount of Grant. The county agrees to pay Grantee a grant of $125,000.00. Under no circumstances is County obligated to pay Grantee more than this amount. County shall pay Grantee after County receives a signed copy of this Agreement from Grantee. 5. Administrator of Agreement. The Office of Financial Planning in the Auditor and Controller's Office shall administer this Agreement on behalf of the County, and Leslie Deese at (619)336-4242 shall administer it on behalf of Grantee. 6. Notice. All communications from Grantee to the County shall be sent to the Chief Financial Officer as listed below. Any notice or notices or other documentation required or permitted to be given pursuant to this Agreement may be personally served on the other party by the party giving such notice, or may be served by certified mail, postage prepaid, return receipt requested, to the following addresses: County: Grantee: Chief Financial Officer Office of Financial Planning County of San Diego 1600 Pacific Highway Room 352 San Diego, CA 92101 City of National City 140 East 12th Street Suite A National City, CA 91950 7. Audit and Inspection of Records. At any time during normal business hours and as often as the County may deem necessary, the Grantee shall make available to the County for examination all of its records with respect to all matters covered by this Agreement and will permit the County to audit, examine and make excerpts or transcripts from such records, and make audits of all invoices, materials, payrolls, records of personnel and other data relating to all matters covered by this Agreement. Unless otherwise specified by the County, said records should be made available for examination within San Diego County. Grantee shall maintain such records in an accessible location and condition for a period of not less than four years following receipt of final payment under this Agreement unless County agrees in writing to an earlier disposition. The State of California or any Federal agency having an interest in the subject of this Agreement shall have the same rights conferred upon County by this Agreement. Rev 12/15105 2 8. Termination of Agreement for Cause. If Grantee fails to perform its obligations according to this Agreement, the County may send Grantee a written notice of default that specifies the nature of the default. Grantee shall cure the default within three days following receipt of the notice of default. If Grantee fails to cure the default within that time, the County may terminate this Agreement by giving Grantee written notice of immediate termination. Upon termination, Grantee shall promptly provide County's administrator with Documentation of Grant Expenditures setting forth Grantee's total actual expenditures for the purpose of the grant as of the effective date of termination. Grantee shall promptly refund to County all funds County paid to Grantee under this Agreement that exceed Grantee's total actual expenditures for the purpose of the grant, as determined by County's administrator, as of the effective date of termination. The County may also seek any and all legal and equitable remedies against Grantee for breaching this Agreement. 9. Termination for Convenience of County. County may terminate this Agreement at any time by giving written notice to Grantee of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. On or before the date of termination, Grantee shall provide County's administrator with Documentation of Grant Expenditures setting forth Grantee's total actual expenditures for the purpose of the grant as of the effective date of termination. Grantee shall promptly refund to County all funds County paid to Grantee under this Agreement that exceed Grantee's total actual expenditures for the purpose of the grant, as determined by County's administrator, as of the effective date of termination. 10. Termination for Convenience of Grantee. Grantee may terminate this Agreement at any time by giving written notice to County's administrator of such termination and specifying the effective date thereof at least 60 days before the effective date of such termination. On or before the date of termination, Grantee shall provide County's administrator with Documentation of Grant Expenditures setting forth Grantee's total actual expenditures for the purpose of the grant as of the effective date of termination, Grantee shall promptly refund to County all funds County paid to Grantee under this Agreement that exceed Grantee's total actual expenditure for the purpose of the grant, as determined by County's administrator, as of the effective date of termination. 11. Assignment. Grantee shall not assign or transfer any interest in this Agreement (whether by assignment or novation), without the prior written consent of the County. 12. Interest of Grantee. Grantee covenants that Grantee presently has no interest, including, but not limited to, other projects or independent contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with Grantee's completing the purpose of the grant as specified in Paragraph 1. Grantee further covenants that in the performance of this Agreement, no person having any such interest shall be employed or retained by Grantee. 13. Publication, Reproduction and Use of Material. No material produced, in whole or in part, under this Agreement shall be subject to copyright in the United States or in any other Country. The County shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. 14. Insurance. Grantee shall maintain insurance against claims or injuries to person or damages to property that may arise from or in connection with the use of the grant funds by Grantee, its agents, representatives, employees, volunteers or subcontractors. The cost of such insurance shall be borne by Grantee and coverage limits shall be a minimum of $1,000,000 General Liability per occurrence/$1,000,000 aggregate for operations, products and completed operations for bodily injury, personal injury and property damage; S500,000 Automobile Liability per accident for bodily injury and property damage; and Workers' Compensation and Employers Liability insurance as required by the Califomia Labor Code. County shall retain Rev. 12/15/05 3 the right at any time to review the coverage and amount of insurance required. Grantee may satisfy the requirement of this Section 14 by maintaining its lawful self -insured status during the term of this Agreement. 15. Independent Capacity. In the performance of this Agreement, Grantee and its agents, employees and volunteers shall act in an independent capacity and not as officers, employees, agents or volunteers of the County. This Agreement does not create an employment relationship between Grantee and the County. 16. Equal Opportunity. Grantee will not discriminate against any employee, or against any applicant for such employment because of age, race, color, religion, physical handicap, ancestry, sex, or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 17. Defense and Indemnity. To the fullest extent permitted by law, County shall not be liable for, and Grantee shall defend and indemnify County and its officers, agents, employees and volunteers (collective, "County Parties") against any and all claims, deductibles, self -insured retention's, demands, liability, judgments, awards, fines, mechanics' liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, including attomeys' fees and court costs (collectively, "Claims"), which arise out of or are in any way connected to County's provision of grant funds and/or Grantee's use of grant funds under this Agreement arising either directly or indirectly from any act, error, omission or negligence of Grantee or its officers, employees, volunteers, agents, contractors,. licensees or servants, including without limitation, Claims caused by the sole passive negligent act or the concurrent negligent act, error or omission, whether active or passive, of County Parties. Grantee shall have no obligation, however, to defend or indemnify County Parties from a Claim if it is determined by a court of competent jurisdiction that such Clain was caused by the sole active negligent act or willful misconduct of County Parties. 18. GoverninQ Law. This Agreement shall be construed and interpreted according to the laws of the State of California. 19. Complete Agreement. This Agreement constitutes the entire agreement between Grantee and County regarding the subject matter contained herein. All other representations, oral or written, are superseded by this Agreement. Neither party is relying on any representation outside of this Agreement. This Agreement may be changed only by written amendment signed by both parties. 20. Waiver. The failure of either party to enforce any term, covenant or condition of this Agreement shall not be construed as a waiver of that party's right to subsequently enforce this, or any other term, covenant or condition of this Agreement. No waiver shall be deemed effective unless the waiver is expressly stated in writing and signed by the party waiving the right or benefit. 21. Consultation with Counsel. Each party has had the opportunity to consult with independent legal counsel of its own choosing before executing this Agreement and has executed this Agreement without fraud, duress, or undue influence of any kind. 22. Interpretation. The provisions of this Agreement shall be liberally construed to effectuate its purpose. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party. Rev 12/15/05 4 25. Remedies. The rights and remedies in this Agreement are in addition to, and not a limitation on, all other rights and remedies available at law or in equity, and exercise of one right or remedy shall not be deemed a waiver of any other right or remedy. WHEREFORE, the parties execute this Agreement on the date first written above. COUNTY OF SAN DIEGO By: Chief Financial Officer or Designated Representative Janel Pehau, Director Office of Financial Planning GRAN By: Date 2/20/07 2. Ron Morrison, Mayor Print Name and Title By: Date Print Name and Title [Note: if Grantee is a California non-profit corporation, need 1 signature from each of the following 2 groups: (1) Executive Group: President, Vice -President or Chairman of the Board; and (2) Management Group: Secretary, Assistant Secretary, Assistant Treasurer or Chief Financial Officer.) (Corp. Code § 5214.) 5 Return This Agreement Rev. 12/15/05 RESOLUTION NO. 2007 — 26 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT FOR GRANT FUNDS IN THE AMOUNT OF $125,000 FROM THE COUNTY OF SAN DIEGO TO COMPLETE THE SOCCER PROJECT AT KIMBALL PARK WHEREAS, the County of San Diego awarded the National City Boys and Girls Club a Community Projects Award in 2005 to construct a soccer arena in Kimball Park; and WHEREAS, due to an unforeseen increase in membership, the Boys and Girls Club was unable to continue as the lead agency in the project; and WHEREAS, the City of National City took over from the Boys and Girls Club as the lead agency with the responsibility of acquiring the funds originally allocated to the Boys and Girls Club; and WHEREAS, National City's grant proposal was approved by the County of San Diego on October 24, 2006. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an agreement for grant funds in the amount of $125,000 from the County of San Diego for a soccer project at Kimball Park. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 20th day of Febru007. on Morrison, Mayor ATTEST: Mic -el R. Della, •ity Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney Passed and adopted by the Council of the City of National City, Califomia, on February 20, 2007 by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Parra, Ungab, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California At City Clerk of the City ofinal City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2007-26 of the City of National City, Califomia, passed and adopted by the Council of said City on February 20, 2007. City Clerk of the City of National City, California By: Deputy 'n00 City of National City COUNCIL AGENDA STATEMENT 18 MEETING DATE: February 20. 2007 AGENDA ITEM NO. ITEM TITLE: Resolution authorizing the Mayor to execute an Agreement for Grant Funds in the amount of $125,000 from the County of San Diego for the completion of a soccer project at Kimball Park. PREPARED BY: Rudy Lopez(2L (619) 336-4560 EXPLANATION: Please see attached report. DEPARTMENT Community Services L Environmental Review N/A Financial Statement National City will receive S125,000 from the County of San Diego. There is no matching requirement for this grant. STAFF RECOMMENDATION Approve the resolution. BOARD/COMMISSION RECOMMENDATION N/A ATTACHMENTS (Listed Below) 1. Staff Report 2. Letter from Boys and Girls Club 3. Resolution 4. County of San Diego Grant Agreement Resolution No. o o �! - 'd C bounty office use only P — 1001838 0— 15650 E — 53664 T-999 A— 100123 Supplier # 1114069 STANDARD GRANT AGREEMENT BETWEEN THE COUNTY OF SAN DIEGO AND City of National City This Grant Agreement is entered into between the County of San Diego, a political subdivision of the State of California (County), and City of National City , a Non -Profit California Corporation (Grantee) and is effective on February 20 a 2007. WHEREAS, the County wishes to reinvest taxpayer funds in the community to benefit the public by providing grant funds to community -based organizations that assist in meeting the social, cultural and recreational needs of County residents; and WHEREAS, on 10/24/2006 (3), the Board of Supervisors allocated the grant funding set forth in this Agreement for the purpose described in this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Purpose of Grant. Grantee shall use the grant funds provided by County under this Agreement solely for the following purpose: to complete the Arena Soccer Project sited at Kimball Park, located on 12th Street between "D" and "A" Avenues in National City. 2. Term of Agreement. The term of this Agreement shall be for 13 months starting on the effective date as specified above. 3. Deadline for Use of Grant Funds and Documentation of Expenditures. (a) Grantee shall spend all grant funds provided by the County for the purposes specified in Paragraph 1 within 12 months of the effective date of this Agreement as specified above. (b) Grantee shall complete Documentation of Grant Expenditures setting forth Grantee's total actual expenditures of the grant funds provided under this Agreement. Grantee shall submit this documentation to the County's administrator promptly after spending the grant funds, but in any event, before the end of the Term of Agreement specified above. If the parties agree to extend the Term of Agreement, Grantee shall submit this expenditure documentation before the end of the extended Term. If County's administrator requests additional information regarding Grantee's expenditure of the grant funds, Grantee shall promptly submit the requested information to County's administrator. (c) If after reviewing Grantee's expenditure documentation, the County's administrator: (i) determines that the Grantee failed to spend all of the grant funds; (ii) disallows any expenditure by Grantee; or (iii) determines that the grant funds provided exceed Grantee's total actual expenditures authorized under this Agreement; Grantee shall refund to the county the amount specified by the County's administrator. Grantee shall make this refund within seven days after receiving a written request for refund from the County's administrator. In its sole discretion, the County may offset the refund amount from any payment due to or to become due to Grantee under this Agreement or any other agreement with the County. (d) If Grantee fails to provide the required documentation of expenditures as required in Subparagraph (b) above, the County's administrator may request Grantee to refund to the County all or any portion of the grant funds provided under this Agreement. Within Rev. 12/15/05 County office use only P - 1001838 0- 15650 1. - 53664 T - 999 A- 100123 Supplier 4 1114069 STANDARD GRANT AGREEMENT BETWEEN THE COUNTY OF SAN DIEGO AND City of National City This Grant Agreement is entered into between the County of San Diego, a political subdivision of the State of California (County), and City of National City, a Non -Profit California Corporation (Grantee) and is effective on WHEREAS, the County wishes to reinvest taxpayer funds in the community to benefit the public by providing grant funds to community -based organizations that assist in meeting the social, cultural and recreational needs of County residents; and WHEREAS, on 10/24/2006 (3), the Board of Supervisors allocated the grant funding set forth in this Agreement for the purpose described in this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Purpose of Grant. Grantee shall use the grant funds . provided by County under this Agreement solely for the following purpose: to complete the Arena Soccer Project sited at Kimball Park, located on 12th Street between "D" and "A" Avenues in National City. 2. Term of Agreement. The term of this Agreement shall be for 13 months starting on the effective date as specified above. 3. Deadline for Use of Grant Funds and Documentation of Expenditures, (a) Grantee shall spend all grant funds provided by the County for the purposes specified in Paragraph 1 within 12 months of the effective date of this Agreement as specified above. (b) Grantee shall complete Documentation of Grant Expenditures setting forth Grantee's total actual expenditures of the grant funds provided under this Agreement. Grantee shall submit this documentation to the County's administrator promptly after spending the grant funds, but in any event, before the end of the Term of Agreement specified above. If the parties agree to extend the Term of Agreement, Grantee shall submit this expenditure documentation before the end of the extended Term. If County's administrator requests additional information regarding Grantee's expenditure of the grant funds, Grantee shall promptly submit the requested information to County's administrator. (c) If after reviewing Grantee's expenditure documentation, the County's administrator: (i) determines that the Grantee failed to spend all of the grant funds; (ii) disallows any expenditure by Grantee; or (iii) determines that the grant funds provided exceed Grantee's total actual expenditures authorized under this Agreement; Grantee shall refund to the county the amount specified by the County's administrator. Grantee shall make this refund within seven days after receiving a written request for refund from the County's administrator. In its sole discretion, the County may offset the refund amount from any payment due to or to become due to Grantee under this Agreement or any other agreement with the County. (d) If Grantee fails to provide the required documentation of expenditures as required in Subparagraph (b) above, the County's administrator may request Grantee to refund to the County all or any portion of the grant funds provided under this Agreement. Within Rev. 12/15/05 (e) seven days of receipt of a written request for a refund, Grantee shall refund to the County the amount specified by the County's administrator. Grantee's failure to comply with this refund requirement shall constitute a material breach of this Agreement. If Grantee incurs expenses before the County pays the grant under this Agreement, the County will reimburse Grantee in an amount not to exceed the amount specified in Paragraph 4 upon submission of documentation to County's administrator setting forth Grantee's actual expenditures for the purpose specified in Paragraph 1 and approval of the documentation by County's administrator. (f) If Grantee fails to use all grant funds as specified in Paragraph 1 above before the deadline specified in Subparagraph (a) above, Grantee may request an extension of the Term. Grantee shall make any such request in writing at least two weeks before the deadline specified in Subparagraph (a) above. Grantee and the County's administrator may agree in writing to extend the Term of Agreement for a maximum of three months to allow Grantee additional time to spend the grant funds for the purpose specified in Paragraph 1. 4. Amount of Grant. The county agrees to pay Grantee a grant of $125,000.00. Under no circumstances is County obligated to pay Grantee more than this amount. County shall pay Grantee after County receives a signed copy of this Agreement from Grantee. 5. Administrator of Agreement., The Office of Financial Planning in the Auditor and Controller's Office shall administer this Agreement on behalf of the County, and Leslie Deese at (619)336-4242 shall administer it on behalf of Grantee. 6. Notice. All communications from Grantee to the County shall be sent to the Chief Financial Officer as listed below. Any notice or notices or other documentation required or permitted to be given pursuant to this Agreement may be personally served on the other party by the party giving such notice, or may be served by certified mail, postage prepaid, return receipt requested, to the following addresses: County: Grantee: Chief Financial Officer Office of Financial Planning County of San Diego 1600 Pacific Highway Room 352 San Diego, CA 92101 City of National City 140 East l2th Street Suite B National City, CA 91950 7. Audit and Inspection of Records. At any time during normal business hours and as often as the County may deem necessary, the Grantee shall make available to the County for examination all of its records with respect to all matters covered by this Agreement and will permit the County to audit, examine and make excerpts or transcripts from such records, and make audits of all invoices, materials, payrolls, records of personnel and other data relating to all matters covered by this Agreement. Unless otherwise specified by the County, said records should be made available for examination within San Diego County. Grantee shall maintain such records in an accessible location and condition for a period of not less than four years following receipt of final payment under this Agreement unless County agrees in writing to an earlier disposition. The State of California or any Federal agency having an interest in the subject of this Agreement shall have the same rights conferred upon County by this Agreement. Rev. 12/15/05 2 8. Termination of Agreement for Cause. If Grantee fails to perform its obligations according to this Agreement, the County may send Grantee a written notice of default that specifies the nature of the default. Grantee shall cure the default within three days following receipt of the notice of default. If Grantee fails to cure the default within that time, the County may terminate this Agreement by giving Grantee written notice of immediate termination. Upon termination, Grantee shall promptly provide County's administrator with Documentation of Grant Expenditures setting forth Grantee's total actual expenditures for the purpose of the grant as of the effective date of termination. Grantee shall promptly refund to County all funds County paid to Grantee under this Agreement that exceed Grantee's total actual expenditures for the purpose of the grant, as determined by County's administrator, as of the effective date of termination. The County may also seek any and all legal and equitable remedies against Grantee for breaching this Agreement. 9. Termination for Convenience of County, County may terminate this Agreement at any time by giving written notice to Grantee of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. On or before the date of termination, Grantee shall provide County's administrator with Documentation of Grant Expenditures setting forth Grantee's total actual expenditures for the purpose of the grant as of the effective date of termination. Grantee shall promptly refund to County all funds County paid to Grantee under this Agreement that exceed Grantee's total actual expenditures for the purpose of the grant, as determined by County's administrator, as of the effective date of termination. 10. Termination for Convenience of Grantee. Grantee may terminate this Agreement at any time by giving written notice to County's administrator of such termination and specifying the effective date thereof at least 60 days before the effective date of such termination. On or before the date of termination, Grantee shall provide County's administrator with Documentation of Grant Expenditures setting forth Grantee's total actual expenditures for the purpose of the grant as of the effective date of termination. Grantee shall promptly refund to County all funds County paid to Grantee under this Agreement that exceed Grantee's total actual expenditure for the purpose of the grant, as determined by County's administrator, as of the effective date of termination. 11. Assignment. Grantee shall not assign or transfer any interest in this Agreement (whether by assignment or novation), without the prior written consent of the County. 12. Interest of Grantee. Grantee covenants that Grantee presently has no interest, including, but not limited to, other projects or independent contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with Grantee's completing the purpose of the grant as specified in Paragraph 1. Grantee further covenants that in the performance of this Agreement, no person having any such interest shall be employed or retained by Grantee. 13. Publication. Reuroduction and Use of Material. No material produced, in whole or in part, under this Agreement shall be subject to copyright in the United States or in any other Country. The County shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. 14. Insurance. Grantee shall maintain insurance against claims or injuries to person or damages to property that may arise from or in connection with the use of the grant funds by Grantee, its agents, representatives, employees, volunteers or subcontractors. The cost of such insurance shall be borne by Grantee and coverage limits shall be a minimum of $1,000,000 General Liability per occurrence/$1,000,000 aggregate for operations, products and completed operations for bodily injury, personal injury and property damage; $500,000 Automobile Liability per accident for bodily injury and property damage; and Workers' Compensation and Employers Liability Insurance as required by the California Labor Code. County shall retain Rev.12/15/05 3 the right at any time to review the coverage and amount of insurance required. Grantee may satisfy the requirement of this Section 14 by maintaining its lawful self -insured status during the term of this Agreement. 15. Independent Capacity. In the performance of this Agreement, Grantee and its agents, employees and volunteers shall act in an independent capacity and not as officers, employees, agents or volunteers of the County. This Agreement does not create an employment relationship between Grantee and the County. 16. Equal Opportunity. Grantee will not discriminate against any employee, or against any applicant for such employment because of age, race, color, religion, physical handicap, ancestry, sex, or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 17. Defense and Indemnity. To the fullest extent permitted by law, County shall not be liable for, and Grantee shall defend and indemnify County and its officers, agents, employees and volunteers (collective, "County Parties") against any and all claims, deductibles, self -insured retention's, demands, liability, judgments, awards, fines, mechanics' hens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, including attorneys' fees and court costs (collectively, "Claims"), which arise out of or are in any way connected to County's provision of grant funds and/or Grantee's use of grant funds under this Agreement arising either directly or indirectly from any act, error, omission or negligence of Grantee or its officers, employees, volunteers, agents, contractors, licensees or servants, including without limitation, Claims caused by the sole passive negligent act or the concurrent negligent act, error or omission, whether active or passive, of County Parties. Grantee shall have no obligation, however, to defend or indemnify County Parties from a Claim if it is determined by a court of competent jurisdiction that such Claim was caused by the sole active negligent act or willful misconduct of County Parties. 18. Governing Law. This Agreement shall be construed and interpreted according to the laws of the State of California 19. Complete Agreement. This Agreement constitutes the entire agreement between Grantee and County regarding the subject matter contained herein. All other representations, oral or written, are superseded by this Agreement. Neither party is relying on any representation outside of this Agreement. This Agreement may be changed only by written amendment signed by both parties. 20. Waiver. The failure of either party to enforce any term, covenant or condition of this Agreement shall not be construed as a waiver of that party's right to subsequently enforce this, or any other term, covenant or condition of this Agreement. No waiver shall be deemed effective unless the waiver is expressly stated in writing and signed by the party waiving the right or benefit. 21. Consultation with Counsel. Each party has had the opportunity to consult with independent legal counsel of its own choosing before executing this Agreement and has executed this Agreement without fraud, duress, or undue influence of any kind. 22. Interpretation. The provisions of this Agreement shall be liberally construed to effectuate its purpose. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party. Rev. 12/15/05 4 25. Remedies. The rights and remedies in this Agreement are in addition to, and not a limitation on, all other rights and remedies available at law or in equity, and exercise of one right or remedy shall not be deemed a waiver of any other right or remedy. WHEREFORE, the parties execute this Agreement on the date first written above. COUNTY OF SAN DIEGO GRANTEE By: By: Date 2/20/07 Chief Financial Officer or Designated Representative Ron Morrison, Mayor Janel Pehau, Director Office of Financial Planning 2. Print Name and Title By: Date Print Name and Title [Note: if Grantee is a California non-profit corporation, need 1 signature from each of the following 2 groups: (1) Executive Group: President, Vice -President or Chairman of the Board; and (2) Management Group: Secretary, Assistant Secretary, Assistant Treasurer or Chief Financial Officer.] (Corp. Code § 5214.) Return This Agreement 5 Rev. 12/15/05 EXPLANATION: On September 20, 2005 the National City City Council unanimously approved a proposal, which included a conceptual design and location, to build a soccer field in Kimball Park in collaboration with the Boys and Girls Club of National City with funding to be provided by a grant from the County of San Diego based upon a recommendation from Supervisor Greg Cox and CDBG funds awarded to the Boys and Girls Club. The Boys and Girls Club was selected to be the lead agency on the project. Bi-monthly meetings were held between the Boys and Girls Club, the City of National City, and RMF, a contracting firm who was providing design and cost estimates. During the course of the bi-monthly meetings, the Boys and Girls Club's Board of Directors decided to move away from constructing a futsal/arena soccer field and to instead construct a multi- use field. On September 1, 2006 the Boys and Girls Club informed the City of National City that they would be unable to further collaborate on the development of and/or operate the completed project due to an unforeseen increase in club membership and requested that the City of National City assume those responsibilities. City staff then began discussions with Boys and Girl's Club and the County of San Diego to transfer funding for the project to the City of National City. With approval of this resolution, the County of San Diego is transferring funding from the Boys and Girls Club as lead agency to the City of National City. In a separate item, staff will ask the City Council to consider transferring the CDBG funds previously allocated to the Boys and Girls Club to the City of National City in order to complete the financing package for the soccer project. Given the Boys and Girls Club's inability to operate the soccer field, staff is given the opportunity to reevaluate the project into one that is more conducive to the recreational needs of the community and to future uses of Kimball Park. The City Engineer will work with a landscaping consultant for estimates on a regulation soccer field that may be more adaptable with the current design of the park. Once funding for the project is finalized, staff will bring hack to Council a possible redesign of the project. SEP-Lei-2006 E9:35 From: To:3364292 P.1'1 September 1, 2006 Mr. Chris Zapata c/o Ms Leslie Deese Community Service8 Director National City Civic Cenret 1234 National City Boulevard National City, CA e) l95(.1 Fax: 6 t9-336-4292 Lear Chris: BOYS a. G1flL5 CLUBS of NPfionat City 1430 n Aventee National Cry, LA 91950 019) 477-5445 Fait (619) 471-9171 kruhr1/4, b«cnc.mg ww.r.bt ott:.ork I want to thank you so much for a concern you and the City Council, and the Mayor have shown to the Buys & Gins Clubs f National City. I know that the children of National City are always a top priority for you a . It is in the knowledge of this that I must tell you of the decision of <Mr Board of 1Jiseetot Last month on the first day of s vacation; we opened the doors afterlunch to the membership and 250 new mem re walked in that we had not anticipated. Each day we have had additional new member and there ate now over Minute cbsldzen and studenti than we expected, purer a result of the tremendous need of this community. Due to these extenuating circurna►ances, we cannot continue our project with the City of National t;ity for the soccer arena At the August 21", 2006 meeting of the Board of Diructots of the Boys & Girls Clubs of National City, it was decided to forw;ud all funds for this projectto the City of National City so that you might complete this initiative. The matching funds of $125,000.00 from the County that were allocated to this excellent idea we will send to you. Please kt us know how you would like us to handle this transaction. It is only because of the gravity ofjthis urgent situation that we were forced to come to this resolution. Please ler me know if t can he of any further help. Thank you, Kimberly A. Rohde Executive Vitcctor The Positive Place For Kids and Teens RESOLUTION NO. 2007 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT FOR GRANT FUNDS IN THE AMOUNT OF $125,000 FROM THE COUNTY OF SAN DIEGO TO COMPLETE THE SOCCER PROJECT AT KIMBALL PARK WHEREAS, the County of San Diego awarded the National City Boys and Girls Club a Community Projects Award in 2005 to construct a soccer arena in Kimball Park; and WHEREAS, due to an unforeseen increase in membership, the Boys and Girls Club was unable to continue as the lead agency in the project; and WHEREAS, the City of National City took over from the Boys and Girls Club as the lead agency with the responsibility of acquiring the funds originally allocated to the Boys and Girls Club; and WHEREAS, National City's grant proposal was approved by the County of San Diego on October 24, 2006. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an agreement for grant funds in the amount of $125,000 from the County of San Diego for a soccer project at Kimball Park. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 20th day of February 2007. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney 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 February 26, 2007 Ms. Janet Pehau Director Office of Financial Planning County of San Diego 1600 Pacific Highway, Room 352 San Diego, CA 92101 Dear Ms. Pehau, On February 20, 2007, Resolution No. 2007-26 was passed and adopted by the City Council of the City of National City, authorizing execution of an agreement for grant funds with the County of San Diego. We are forwarding a certified copy of the above Resolution and three partially executed original agreements. Please retum one fully executed original agreement to us for our files. Michael R. Dalla City Clerk Enclosure ® Recycled Paper