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HomeMy WebLinkAbout2009 CON Community Youth Athletic Center - CDBG 08-09SUBRECIPIENT AGREEMENT By and Between the City of National City and Community Youth Athlectic Center for Program Name: Champs 4 Life Delinquency Prevention Program ZN THIS AGREEMENT, entered this 16 day of !I "C" , 2009 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 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; SCOPE OF SERVICE A. Activities: The Subrecipient will be responsible for administering the program titled, the Champs 4 Life Delinquency Prevention Program 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 (CDBG) program, as specified in Exhibit A, attached and incorporated herein. B. National Obiectives: 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 A, 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 15t day of July. 2008 and end on the 30th day of June of 2009 in the case of Public Services and in the case of Capital Improvements end on June 30, 2010. 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. 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 B and incorporated herein. Any amendments to the budget must be approved in writing by both the Grantee and the Subrecipient. Subrecipient Agreement Page 1 of 13 IV. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed Eighty Seven Thousand Four Hundred Eighty Dollars ($87,480). 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 g Subrecipient Contact Person: Carlos Aguirre Contact Person: Carlos Barragan, Jr. Organization: City of National City Organization: Community Youth Athletic Center Address: 1243 National City Boulevard National City, CA 91950-4301 Address: 1018 National City Blvd. National City, CA 91950 Telephone: (619) 336-4391 Telephone: (619) 474-2922 Email: caguirre@nationalcityca.gov Email: cyacboxing@sbcglobal.net 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. 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. Subrecipient Agreement Page 2 of 13 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. 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 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. 85.43, 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. 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 Subrecipient Agreement Page 3 of 13 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 REOUIREMENTS A. Financial Management 1. 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. 2. 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, Exhibit C, and any additional documents, as required in Exhibit "D" and "E," attached and incorporated herein. C. Reporting and Payment Procedures 1. 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 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]. 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. Subrecipient Agreement Page 6 of 13 IX. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 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 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 1. 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 Minoritv-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, Subrecipient Agreement Yage 7 of 13 HUD or its agent, or other authorized Federal 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. 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 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 Federal assistance is Subrecipient Agreement Page 8 of 13 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 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. b. 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. c. 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. D. Conduct 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 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. Subrecipient Agreement Page 9 of 13 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 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 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; Subrecipient Agreement Page 10 of 13 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, 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 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 Subrecipient Agreement Page 11 of 13 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 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 and the attachments referenced below 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. ATTACHMENTS Exhibit A -Scope of Services Exhibit B-Budget Exhibit C-Board of Directors and Bylaws Exhibit D-Technical Assistance Materials Exhibit E-Affirmative Action Policy Subrecipient Agreement Page 12 of 13 IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above. ity Youth Athletic Center City of National City Ron Morrison Mayor, City of National City APPROVED AS TO FORM George Eiser City Attorney ATTEST 44a City Clerk arlos Barraan Executive Director Subrecipient Agreement Page 13 of 13 EXHIBIT A SCOPE OF SERVICES 1. The Program/ Project consists of the following activities: Activity Description n ti CDBG funding will enhance our ability to deliver and promote the progressive development of the Champs 4 Life Delinquency Prevention Program at Community Youth Athletic Center (CYAC). Activities to be undertaken with CDBG Funds will include Boxing and Fitness equipment purchase, educational material for youth and their parents, utilizing short term consultants to provide specific boxing and fitness training, education and leadership training, administrative office and personnel support and resource development. For example, the consultant for the administrative office support will 1) recruit, train and assess center volunteers and program participants, 2) Complete and submit all necessary programmatic CDBG reports and 3) plan, organize, supervise the delivery and the coordination of program's stated goals and objectives. The consultant for resource development will be responsible for researching, preparing and submitting grant proposals to obtain additional funding to leverage the funds provided by CDBG. The philosophy of the Champs 4 Life Delinquency Prevention Program is to give at -risk youth ages 9-17 what they seek through street gang membership (supportive adults, recognition and a place to belong) in an alternative, empowering, socially positive and family format. Champs 4 Life Delinquency Prevention Program is carried out through physical fitness training, academic skill building and leadership training, community revitalization and workforce readiness development. The Champs 4 Life Program is the primary strategy with the other programs (Teens Taking Action against Graffiti, Helpin' Hans and Goin' Places Educational Enhancement) providing academic, education and social development. 2. The following lists the staff and time commitments to be allocated to activity listed above. Staff Me j berNaii e i Jtte-,'t - , ;r , x I o rs_Allocated Carlos Barragan, Executive Director 855 Enqrique Diaz, Strength & Conditioning Instructor 426 Jessie Tanner, Boxing Instructor 388 Carlos Barragan Sr., Athletic Director 480 Oscar Talaro, Resource Director 160 Leticia Valdez, Administrative Assistant 360 3. Billing Method: Monthly X Quarterly 4. List the type of supporting documentation to be provided: • Payroll Register • Check Stub • Expenditure Reimbursement Claim Form • Expense Receipt 5. List the major/key activity milestones: Major Activity Milestones Month 1 2 3 4 5 6 7 8 9 10 11 12 Hire Staff (existing) x _ Program Implementation x Provide Program Services x x x x Exhibit B Budget Column A Budget Item Column B CDBG Request Column C Other Sources Column D List Name(s) of Other Sources Column E Total Budget Personnel (List Salaried Position Job Titles) Director $18,000.00 $34,000.00 Battle of the Badges Fundraiser $52,000.00 3 Boxing & Fitness Instructors 21,000.00 21,000.00 Resource Development Director 2,880.00 2,880.00 Administrative Assistant 3,600.00 3,600.00 Payroll Deductions $10,500.00 *Other Resources $10,500.00 Total Personnel $45,480.00 $44,500.00 $89,980.00 Personal Services (In —Kind) 2 Tutor $5 760.00 ** In -Kind Contribution 5,760.00 Receptionist 3,840.00 ** In -Kind Contribution 3,840.00 Bookkeeper 2,400.00 ** In -Kind Contribution 2,400.00 Total In Kind Services $12,000.00 $12,000.00 Operating Costs Supplies $4001.00 *Other Resources $4001.00 Travel 6,000.00 *Other Resources 6,000.00 Fundraising 4,378.00 *Other Resources 4,378.00 Supplies (Education) 5000.00 5,000.00 Sports Equipment $37,000.00 37,000.00 Insurance 5,440.00 *Other Resources 5,440.00 Professional Services 3,507.00 *Other Resources 3 507.00 Utilities 5,081.00 *Other Resources 5,081.00 Equipment Rental 3,152.00 *Other Resources 3,152.00 Property Tax 2 253.00 *Other Resources 2,253.00 Marketing 1,500.00 *Other Resources 1,500.00 Miscellaneous 950.00 *Other Resources 950.00 Total Direct Costs $36,262.00 $78,262.00 Total $87,480.00 $92,762.00 $180,242.00 *Other resources include individual and corporations, public grant and interest income **In -kind contributions see attachment A ATTACHMENT A COMMUNITY YOUTH ATHLETIC CENTER Itemization of In -Kind Services* Resources Description Amount of time Estimated Value 2 Tutors Provide educational support and supervision for program participants 32 Hours per month ($15.00) $5,760.00 Annually Receptionist Support system For facility 40 hours per month ($11.00) $5,280.00 Annually Maintenance Person Facility Maintenance 32 hours per month ($10.00) $3,840.00 Annually Total per Year $14,880.00 *Valuation of In -Kind Services (contributions) based on fair market value Exhibit C Board of Directors By -Laws Community Youth Athletic Center Board of Director FY 08-09 President (3rd Term) Clemente Casillas South Bay Business Owner Secretary (2nd Term) Greg Thompson Crime Laboratory Director Office San Diego County Sheriff Department Patt Russell Judge & Referee State of California Athletic Commission Ernie Carrillo President Deputy Sheriff's Association Anibal Solis San Diego Police Department (CYAC Alumni) Reyes Franco San Diego County District Attorney Office International Liaison (Retired) Benny Flores Community Representative (CYAA Junior Robles Program Alumni) Vice President (2nd Term) Victor Nunez Assistant District Attorney San Diego District Attorney's Office Treasurer (3rd Term) Vince Lopez San Diego County District Attorney's Dr. Gerald Farrow Retired Medical Physician Jose Vargas Community Representative (CYAC Alumni) Audey Arabo President California Independent Grocers Salvador Rivera Media Director Sycuan Resort & Casino Lilia Garcia California La Raza Lawyers Office of California Attorney General 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 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 2.02. OTHER OFFICES The Board may at any time establish branch or subor- dinate offices at any place or places where the corporation is qualified to conduct its 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- public 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- poratio)n 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); (i.i) 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 in (including the publishing or distributing of 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 benefit 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, obligations and liabili- ties of the corporation, the remaining assets of this cor- poration 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 1986 (or the corresponding provision of any future inited .States internal Revenue Law.) -2- public benefit ARTICLE IV MEMBERSHIP This (..'oloratin shall have no members. publiz 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 limitation; 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 d i e: Lion of the Board. (b) 3nec.. Ei.c Powers. Without prejudice to these general po:aers, 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 them security for faithful performance of their duties. (ii) Change the principal office or the prin- cipal business office in the State of California 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, inr)_odi_ng annual meetings. (iii) Adopt and use a corporate seal and alter the form the rc of , (�v) Borrow money and incur indebtedness on behalf .t 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, pJ.nyes, 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 Stale of California. (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. (li) 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-law, son-in-law, daughter --in-law, mother-in-law or father-in-law of such per- son. However, any violation of the provisions of this 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 transaction with another organization or entity of which such Director is also an employee, principal or Director. SECTION 5.03. TERM OF OFFICE OF DIRECTORS 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. VACANCIES (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 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 there be left without a duly elected Director or Directors in charge of its affairs. -4- public benefit (t) Fi ..l. ,.j 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 vacant 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 big 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 another, and all such Directors shall be deemed to be present in person at 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 ttie month of February of each year for the purpose of organization, election of officers 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) 41pecial 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. i) Notice. a. Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: notice; 1. by personal delivery of written --5- public benefit 2. by first-class mail, postage pre- paid; 3. by telephone, either directly to the Director or to a person at :he Director's office who would reasonably be expected to communicate that notice promptly to the Director; or 4. by telegram, charges prepaid. All such notices shall be given or sent to the Director's address and/or telephone number as shown on the records of the corporation. b. 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 Eor the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least forty-eight (48) hours before the time set for the meeting. 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. -o- puhlic benefit SECTION 5.07, QUORUM A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in section 5.09. Subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limita- tion, 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 tran- sactions between corporations having common directorship, (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 continue to transact busi- ness, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting. SECTION 5.08. WAIVER OF NOTICE Notice of a meeting need not be given any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether -6 (a) - public benefit before or after the meeting. 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 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 original 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. •6 (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 5233(d)(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 be appointed 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 benefit SECTION 7.0 , 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 bar 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 officer i.s 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 i.s 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. -9- public benefit (b) Presidcnt./Chi of 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 ha\re such other powers and perform such other duties as from time to time may be prescribed for them by the Board or the Bylaws. (di 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. (i i) 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 co{.por:-tion 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- public benefit (i i ) Deposit and disbursement of money and valuables. The Chief Financial Officer shall deposit all money and other v:iluables 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 th. Board or the Bylaws (iii) Bond. If required by the Board, the Chief Financial Or ices 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 'f 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 Section 5238(a) of the California Corporation Code, including persons forine.ty occupying any such position, against all expenses, judgments, tines, settlements and other amounts actually and reasonably incurred- i.n 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 i.n 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 i.n 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 Di rectors 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 pe::e, :l t'l i,:_e:t.J.n: services in connection with the defense sha].:i. ;--ply to the court i.n which such proceeding is or was pending; to d Ler:ui.ne 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 i:.he crperation of an undertaking by or on behalf of such person that the advance will be repaid unless it is uitiuiat.eL; deteiwined that such person is entitled to be indemni r.iri ?. the corporation therefor. SECTION 8.02. INSURANCE The cor:porati on 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 against or incurred by an officer, Director, employee or agent i.n 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 cor.1:.,l anion shall keep: (a) Adequate and correct books and records of account; (L) ni;iutee in written form of the proceedings of the Board and committees of the Board. (c) If aeplicable, a record of its members, giving their names and �_ddcesse : and the class of membership held. SECTION 9A2. INSPECTION BY DIRECTORS Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind a,id the physical properties of the corporation and the ;_eco de of each of its subsidiary corporations. This inspection bya Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy anci ,hake e :tracts of documents. -12- puhiic 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 the following 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. (ili) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, 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- public benefit of such person's 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 Director 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 CER'T'IFICATE OF SECRETARY I, 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 Di rectors held on November 7, , 19 97. Executed on November 7, California. , 19 97 at San Diego , El i zp th Barragan ,Secretary vibfir, ben,. fit EXIBIT D TECHNICAL ASSISTANCE MATERIALS The Sub -recipient attended the Community Development Block Grant (CDBG) Technical Assistance Non -Profit Workshop held on June 28, 2007, and received the following items: 1. Playing by the Rules, A Handbook for CDBG Sub -recipients on Administrative Systems (if not previously provided) 2. CFR Title 24- Housing and Urban Development, CDBG Regulations (if not previously provided) 3. OMB A-122 4. Quarterly/Annual Performance Reporting Form (updated format) 5. Compliance and Performing Monitoring Tool 6. Expenditure Reimbursement Claim Form (updated format) 7. Qualifying Beneficiary Intake Data Form (updated format) The workshop and reference documents will assist the Sub -recipient with new U.S Department of Housing and Urban Development and City of National City reporting requirements. EXHIBIT E 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. 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 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. g. 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. 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. American Specialty 2/25/2009 11:59:27 AM PAGE 3/003 Fax Server RODUCER CERTIFICATE OF INSURANCE L 02124,'2009 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION American Specialty Insurance & Risk Service;.,In 'I 4-. North Main Street Roanoke. Indiana 46783 INSURED Unir_d States Amateur B,ixing, Inc, d/bia USA Boxing One Olympic Pla-r, Colorado Springs. CO ti090a OCiUNITY YOUTH ATHLETIC CENTER 1ii!3 NA I ZONAL CITY BLVD NATIONAL CITY. CA > 105ii ONLY AND CONFERS NO RIGHTS UPON 171E CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE AFFORDED BY THE POLICY BELOW. INSURERS AFFORDING COVERAGE INS. A. AXIS Insurance Company iNS B. INS C CEA-I Nui.,1Bf.R 1000748044 COVERAGES THIS IS TO CERTIFY 'THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITION OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS LTR POLICY TYPE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS A GL AXGL01100120-08 10.01/2008 12:01 a 10/01;2009 12:01 a m General Aggregate 5000000 Products -Completed Operations Aggregate 1000,000 Personal and Advertising Injury 1,000000 Each Occurrence 1,000,000 Damage to Premises Rented to Yoy (Any One Premises( 300 000 Medical Expense Limit (Any One Persons Excluded DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS - (Average is excluded for ANY martial arts or kick -boxing activities regardless of whether they are part of a USA Boxing sanctioned activity or club activily The General Liability policy Contains a Sell Insurer' 1 telention and is SuIJlect to trte suns of S100 000 per o.a:ureirne and $2i0.000 in accumulaied annual acggregale losses - The certitic:ateholder is only an additional insured with respect to liability caused by the negligence of the Named Insured as per Form AX IS1003• Additional Insured - Cerlilicalelxolrters. and only with respect to USA Boxing Member Athletes. Coaches and Officials with respect to USA Boxing san lioned activities and for supervised club approved practice and Ireining of USA Boxing member athletes for LISA Boxiiiq sanctioned activities, eft,'x-ive February 23, 2009 CERTIFICATE HOLDER CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 CANCELLATION swim D Arty OF FHF. ABOVE DESCRIBE D F'VLICIES BE CANCELED BEFORE THE I XP111ATIUN DATE THEREOF, THE ISSUING COMPANY t'VILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE 10 THE CcRFIFK:ATE HOL DER, BUT FAILURE 10 MAII. SUGII Ni if II;E SHALL IMPOSE NO OL3LIGAI ION oft t IAL4ILI1Y :1E ANY KIND UPON 111C COMPANY, ! FS AGENTS OR REPRESENTATIVES AUTHORIZED REPRESENTATIVE )22)6.3:4C6 American Specialty insurance & Risk Services, Inc also conducts business as A 3.1 R S I. Insurance Ayancy in the state of California THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY ADDITIONAL INSURED - CERTIFICATE HOLDERS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION II — WHO IS AN INSURED is amended to include any Certificate Holder, identified as an additional insured on a Certificate of Insurance issued by American Specialty Insurance & Risk Services, Inc dba ASIRSI Insurance Agency, American Specialty Insurance & Risk Services Agency, and A S Insurance & Risk Services Agency, but only for liability arising out of the negligence of the named insured The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement These limits are inclusive of and not in addition to the limits of insurance shown in the declarations All other terms and conditions remain unchanged AXIS 1003(02/08) Page 1 of 1 NONPRUNTT ACORDW CERTIFICATE OF LIABILITY INSURANCE DATE (MMJDO/YYYY) 2/13/2009 PRODUCER Commercial Lines - (650) 839-6000 Wells Fargo of California Insurance Services Inc. 305 Walnut Street Redwood City, CA 94063.1731 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Community Youth Athletic Center 1018 National City Blvd. National City, CA 91950 INSURER iv. NonProfils' United Ins Vehicle Pool INSURER B: INSURER C: INSURER D. INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTV ADD NSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/OD/YY)_ POLICY EXPIRATION DATE (Mf,VDONYI LIMITS GENERAL LIABILITY COMMERCIAL GENERAL- LIABILITY EACH OCCURRENCE $ ENTED PREMISES(Ea otturr nsol $ CLAIMS MADE I I OCCUR MED EXP (My ono person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GENt AGGREGATE LIMIT APPLIES PER: POLICY ElJEGT I I LOC PRODUCTS - COMP/OP AGG $ A - AUTOMOBILE X - LIABILITY ANY AUTO ALL OWNED AUTOS NPU1000-08 7/1/2008 7/1/2009 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) S BODILY INJURY (Per ecddent) $ PROPERTY DAMAGE (Par accident) $ GARAGE LIABILITY AUTO ONLY- EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA IAOILITY EACH OCCURRENCE $ AGGREGATE $ $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? Uyos, doscnbo under SPECIAL PROVISIONS below I TORY LIMITS OFR EL EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE. $ E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS RE:Member #1586 Any Aulo means any covered auto under the NPU Vehicle Insurance Program. The City of National City, its elected otf(dals, officers, agents and employees are included as additional Insured per the attached endorsement. CERTIFICATE HOLDER CANCELLATION ten Uay Notice for Non-F'aymen City Attorneys Office 1243 National City Blvd. National City, CA 91950.4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL SD DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE a.4 ACORD 25 (2001/08) 1 of 2 391876 ® ACORD CORPORATION 1988 IMPORTANT If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S (2001/08) 2 of 2 #S915260/M915043 NonProfits' United Vehicle Insurance Pool Vehicle Liability Coverage Additional Covered Party Endorsement The Who is Covered section of your Vehicle Liability Insurance is changed by adding the following: Who is Covered includes any person or organization from whom you have leased an auto, from whom you have received funding for your operations, or for whom you provide services. These persons or organizations are protected, if they require to be named, and you agree to name them, as an additional insured, if indicated on the attached Certificate of Coverage, but only with respect to liability arising out of the ownership, use, maintenance, loading or unloading of a covered auto. Cancellation: Should any of the above described policies be cancelled before the expiration date thereof, the Issuing insurer will endeavor to mail 30 days written notice to the certificate holder named on the certificate, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. Premium Payments: Those persons or organizations are not responsible for paying premiums for your coverage. insured and Policy Number: As shown on Certificate of Insurance attached. Effective Date: 7/1/2008 Authorized Representative: 6. 20L79.. 4: 32PI°l O.6r2.-P.1 1 STATE P.O. BOX 420807, SAN FRANCISCO, CA 94142-0807 COMPENSATIoN INIBURANCR �U N ID CERTIFICATE OF WORKERS' COMPENSATION INSURANCE MARCH 6, 2009 POLICY NUMBER: 723-09 UNIT 0000633 CERTIFICATE EXPIRES: 3-1-10 THE CITY OF NATIONAL CITY CITY ATTORNEY'S OFFICE 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950-4301 JOB: ALL CALIFORNIA OPERATIONS POLICY INCEPTION DATE: 03-07--2009 SDDO This is to certify that we have Issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy Is not subject to cancellation by the Fund except upon ten days' advance written notice to the employer. We will also give you TEN days' advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance Is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein, Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate of insurance may be Issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions and conditions at such policy. AUTHORIZED REPRESENTATIVE PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #2570 ENTITLED WAIVER OF SUBROGATION EFFECTIVE 03/07/09 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. THIRD PARTY NAME: THE CITY OF NATIONAL CITY, CITY ATTORNEY'S OFFICE EMPLOYER COMMUNITY YOUTH ATHLETIC CENTER 1018 NATIONAL CITY BLVD NATIONAL CITY CA 91950 r :v[6 r. uasa scIF 10262 (REV.02-06) 03-06-09 15:18 Frum-State Comp Ins +858 552-7096 T-364 P.001/001 F-667 STATE COMPENSATION INSURANCE FUND CONDITIONAL RECEIPT This is to certify that we, in consideration of the total deposit premium and any mandatory surcharge of S1310. and the full premium to be adjusted later upon the total remuneration of employees during the policy period 3/7/09 to 3/1/10 , agree to issue a valid worker's compensation insurance policy in a form approved by the California Insurance Commissioner to• Community Youth Athletics Center 1018 National City Blvd National City, CA 91950 ATTN:- Mr. Carlos Barragan Fax (619)474-4646 THE EXECUTIVE OFFICE OF THE FUND RESERVES THE AUTHORITY TO GRANT INSURANCE COVERAGE AND THE RIGHT TO REJECT ANY AND ALL APPLICATIONS, BUT WHEN ACCEPTED, INSURANCE WILL BE MADE EFrECTIVE AT 12;01 AM. PACIFIC STANDARD TIME THE DAY FOLLOWING RECEIPT OF THE COMPLETED APPLICATION FOR CALIFORNIA WORKER'S COMPENSATION INSURANCE AND YOUR CHECK FOR THE DEPOSIT PREMIUM AND ANY MANDATORY SURCHARGE BY THE FUND UNLESS A LATER DATE IS REQUESTED BY YOU. POLICY NUMBER - 7 2 3 - 6 3 3 DIVIDEND STATEMENT UNDER CALIFORNIA LAW IT 1S UNLAWFUL FOR AN INSURER TO PROMISE THE FUTURE PAYMENT OF DIVIDENDS UNDER AN UNEXPIRED WORKERS' COMPENSATION POLICY OR TO MISREPRESENT THE CONDITIONS FOR DIVIDEND PAYMENT. DIVIDENDS ARE PAYABLE ONLY PURSUANT TO CONDITIONS DETERMINED BY THE BOARD OF DIRECTOI=,: OR OTHER GOVERNING BOARD OF THE COMPANY FOLLOWING POLICY EXPIRATION ITIS A MISDEMEANOR FOR ANY INSURER OR OFFICER OR AGENT THEREOF, OR ANY INSURANCE BROKER OR SOLICITOR TO PROMISE THE PAYMENT OF FUTURE WORKER'S COMPENSATION DIVIDENDS. THE STATE COMPENSATION INSURANCE FUND HAS AN UNINTERRUPTED HISTORY OF DIVIDEND PAYMENTS SINCE THE INCEPTION OF OPERATIONS IN 1914. OUR DIVIDEND PROGRAM PROVIDES THAT UPON THE TERMINATION OF EACH POLICY YEAR AND AFTER ADJUSTMENT OF PREMIUM, YOU WILL BE ENTITLED TO PARTICIPATE IN ANY DIVIDEND PLAN APPUCABLE TO THIS POLICY WHICH MAY BE APPROVED FOR DISTRIBUTION BY OUR EIOARD OF DIRECTORS IF THE FINAL PREMIUM DETERMINED AT THE END OF THE POLICY PERIOD IS MORE THAN THE MINIMU•.` PREMIUM, WITH THE FOLLOWING EXCEPTIONS: YOU WILL NOT BE ALLOWED TO PARTICIPATE IF YOU FAIL TO PAY ANY PART OF THE PREMIUM FOR THIS POLICY AFTER WE REQUEST PAYMENT IN WRITING, OR ALLOW IT TO REMAIN UNPAID FOR 90 DAYS AFTER WE MAIL A STATEMENT OF PREMIUM TO YOU AT THE MAILING ADDRESS SHOWN IN THE DECLARATIONS. YOU DO NOT KEEP ADEQUATE RECORDS OF INFORMATION NEEDED TO COMPUTE PREMIUM, OR DO NOT PROVID.: THEM TO US WHEN WE ASK FOR THEM; OR WE MUST BRING SUIT AGAINST YOU TO OBTAIN THE RECORDS NECESSARY FOR US TO COMPUTE PREMIUM, OR - ENFORCE THE COLLECTION OF ALL OR ANY PART OF THE PREMIUM FOR THIS POLICY. YOUR PARTICIPATION WILL BE ACCORDING TO THE RULES ADOPTED BY OUR BOARD OF DIRECTORS. RESOLUTION NO. 2008 — 259 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY APPROVING THE 2008/2009 ANNUAL ACTION PLAN AMENDMENT NO. 1 FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AND THE HOME INVESTMENT PARTNERSHIP ACT (HOME) PROGRAMS WHEREAS, as an entitlement community, the City of National City administers the Community Development Block Grant (CDBG) and the Home Investment Partnership Act (HOME) Program for the Federal Government under the United States Department of Housing and Urban Development (HUD); and WHEREAS, the Dept. of HUD requires that all CDBG and HOME Program entitlement communities, such as the City of National City, hold a public hearing to solicit input on a Substantial Annual Action Plan Amendment; and WHEREAS, the City Council conducted a duly advertised public hearing on September 2, 2008, October 7, 2008, October 21, 2008, and December 2, 2008; and WHEREAS, the Annual Action Plan Amendment addresses the housing and community development needs assessed in the City's 5-Year Consolidated Plan for FY's 2005- 06 through 2009-10, adopted by the City Council in May, 2005. The Annual Action Plan Amendment No. 1, attached hereto as Exhibit "A", includes a listing of projects/activities to be undertaken in FY 2008-2009 utilizing CDBG and HOME program income available; and NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of National City hereby approves and authorizes the submission of the FY 2008-2009 Annual Action Plan Amendment No. 1 for the CDBG and HOME funds to the U.S. Department of Housing and Urban Development (HUD). PASSED and ADOPTED this 2nd day of Decem2008. Ron Morrison, Mayor ATTEST: Mi hael R. Dalla7 City Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney City of National City AMENDMENT#1 TO THE FISCAL YEAR (FY) 2008-2009 ANNUAL ACTION PLAN COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM FY 2008-2009 SUPPLEMENTAL FUNDING FROM PROGRAM INCOME FY 2008- 2009 SUPPLEMENTAL CDBG FROM PROGRAM INCOME _ PROPOSED AGENCY NAME / OBJECTIVE CATEGORY / NUMBER TO BE ACTIVITY NAME OUTCOME CATEGORY SERVED PUBLIC SERVICE ACTIVITIES 1 2 5 Integrity Charter School/ ICS Technology Enhancement National City Host Lions Club/ National City Youth Enhancement Community Youth Athletic Center/ Champs for Life Delinquency Prevention Program Boys and Girls Clubs of National City/ Day Canjp Program National City Diablos / National City Pop Warner Youth Football and Cheer Program Suitable Living Environment / Availability -Accessibility Suitable Living Environment / Availability -Accessibility Suitable Living Environment / Availability -Accessibility Suitable Living Environment / Availability -Accessibility Suitable Living Environment / Availability -Accessibility 2 070,000 CDBG FUNDING 104 Households 1000 Households 220 individuals 75 individuals 450 Individuals TOTAL FOR PUBLIC SERVICE ACTIVITIES PRIOR YEAR COMMITMENTS FOR PHYSICAL IMPROVEMENT ACTIVITIES Public Facility Improvement Activities 6 City of National City - Fire Department / Fire Station Construction - Section 108 Loan Payment Suitable Living Environment / Availability -Accessibility 1 Public Facility Improvement $40,000 1102,98/ $87,480 130,033_ $ 50,000 $310L500 $1,759,500 TOTAL FOR PRIOR YEAR COMMITMENTS $1,759,500 HOME INVESTMENT PARTNERSHIPS ACT (HOME) PROGRAM FY 2008-2009 SUPPLEMENTAL FUNDING FROM PROGRAM INCOME SUPPLMENTAL FY 2008- 2009 HOME PROGRAM ENTITLEMENT 1 200 000 AGENCY NAME / ACTIVITY NAME AFFORDABLE HOUSING ACTIVITIES 7 Casa Familiar/Mitch Thompson/Don Countryman / National City Small Site AcAtrisition & Rehabilitation Program 8 Habitat for Humanity / 1441 Harding Ave (New In fill Housing Construction) OBJECTIVE CATEGORY / I_ OUTCOME CATEGORY Decent Housing / Affordability Decent Housing / Affordability HOME FUNDING 18 Households I $92/881 3 Households I $272, 1 19 - TOTAL FOR AFFORDABLE HOUSING ACTIVITIES _ $1,200,000 Fourth Program Year Action Plan (Amendment 4-1) Passed and adopted by the Council of the City of National City, California, on December 2, 2008 by the following vote, to -wit: Ayes: Councilmembers Morrison, Parra, Sotelo-Solis, Zarate. Nays: None. Absent: Councilmember Natividad. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California frdisjA) City eerk of the City gINational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2008-259 of the City of National City, California, passed and adopted by the Council of said City on December 2, 2008. City Clerk of the City of National City, California By: Deputy City of National City, California COUNCIL AGENDA STATEMENT MEETING DATE December 2, 2008 AGENDA ITEM NO. 27 (I-TEM TITLE RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY APPROVING THE FISCAL YEAR (FY) 2008-2009 ANNUAL ACTION PLAN AMENDMENT #1 FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AND HOME INVESTMENT PARTNERSHIP ACT (HOME) PROGRAMS PREPARED BY Carlos Aguirre DEPARTMENT Community Development (Ext. 4391) Housing and Grants Division EXPLANATION Upon the conclusion of Public Hearing #4, the City Council will consider the adoption of the attached resolution approving the FY 2008-2009 Annual Action Plan Amendment. The Annual Action Plan (AAP) Amendment addresses the housing and community development needs assessed in the City's 5-Year Consolidated Plan for FY's 2005-06 through 2009-10, adopted by the City Council in May 2005. The AAP Amendment includes a listing of projects/activities to be undertaken in FY 2008-2009 utilizing CDBG and HOME program income available. Environmental Review NI N/A Financial Statement Approved By: Finance Director The amount of funding available for FY 2008-2009 supplemental cycle for each program is as follows: Community Development Block Grant - $2,070,000 Home Investment Partnership Program - $1,200,000 Account No. STAFF RECOMMENDATION Adopt attached resolution. BOARD / COMMISSION RECOMMENDATION Not applicable to this report. ATTACHMENTS ( Listed Below) Resolution No. Attachment 1: Resolution for Amendment #1 to the Dept of HUD FY 2008-2009 Annual Action Plan A-200 (9/99) City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Dalla, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 March 17, 2009 Mr. Carlos Barragan, Jr. Community Youth Athletic Center 1018 National City Blvd. National City, CA 91950 Dear Mr. Barragan, On March 16th, 2009, an Agreement was entered between the City of National City and Community Youth Athletic Center. We are enclosing for your records a fully executed original agreement. Michael R. Dalla, CMC City Clerk Enclosure cc: Housing & Grants Department ® Recycled Paper