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HomeMy WebLinkAbout2009 CON Boys' & Girls' Club - CDBG 08-09SUBRECIPIENT AGREEMENT By and Between the City of National City and Boys' and Girls' Club of Inland North County, Inc. for Program Name: Boys and Girls Club of Inland North County, Inc. THIS AGREEMENT, entered this -"day of MnP,CH , 2009 by and between the City of National Citv (herein called the "Grantee") and Boys' and Girls' Club of Inland North County, Inc. (herein called the "Sub -recipient.") 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 Sub -recipient to assist the Grantee in utilizing such funds; NOW, THEREFORE, it is agreed between the parties hereto that; SCOPE OF SERVICE A. Activities: The Sub -recipient will be responsible for administering the program titled, Dav Camp 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 Sub -recipient 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 rehabilitated; 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: Sub -recipient shall be responsible for staff and time to be allocated to each activity, as set forth in Exhibit A, attached hereto and incorporated herein. E. Performance Monitoring: The Grantee will monitor the performance of the Sub - recipient 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 Sub - recipient 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 Sub -recipient shall start on the 1st 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 Sub -recipient 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. Sub -recipient shall adhere to the budget breakdown, attached as Exhibit B Sub recipient Agreement Page 1 of 13 and incorporated herein. Any amendments to the budget must be approved in writing by both the Grantee and the Sub -recipient. IV. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed Thirty thousand thirty three dollars ($30,033). Draw downs for the payment of eligible expenses shall be made against the Tine 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 Sub -recipient'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 Sub -recipient Contact Person: Carlos Aguirre Contact Person: Connie Alvarez Organization: City of National City Organization: Boys & Girls Club of Inland North County Address: 1243 National City Boulevard National City, CA 91950-4301 Address: 115 W. Woodward Ave. Escondido, CA 92025 Telephone: (619) 336-4391 Telephone: (619) 477-5445 Email: caguirre@nationalcityca.gov Email: calvarez@sdyouth.org VI. GENERAL CONDITIONS A. General Compliance: The Sub -recipient 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 Sub -recipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604 and (2) the Sub -recipient does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Sub -recipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Sub -recipient 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 Sub -recipient 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 Sub -recipient is an independent contractor. C. Hold Harmless: The Sub -recipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that Sub -recipient Agreement Page 2 of 13 arise out of the Sub -recipient's performance or nonperformance of the services or subject matter called for in this Agreement. D. Workers' Compensation: The Sub -recipient shall provide Workers' Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. E. Insurance & Bonding: The Sub -recipient 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 Sub -recipient shall comply with the bonding and insurance requirements of 24 CFR 84.31 and 84.48, Bonding and Insurance. F. Grantee Recognition: The Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub - recipient. H. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this Agreement if the Sub -recipient 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 Sub -recipient 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 Sub -recipient 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. Sub -recipient Agreement Page 3 of 13 In the case of early termination, a final payment may be made to the SUB -RECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to termination. The total of all payments, including the final payment, shall not exceed the amount specified in this Agreement. I. Termination for Convenience: In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the Grantee or the Sub -recipient, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the Grantee determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Grantee may terminate the award in its entirety. Grantee and sub -recipient agree to provide written notice to the other party thirty (30) days prior to the effective date of any termination, in whole or part, for convenience. VII. ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards: The Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient Agreement Page 4 of 13 description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 4. Disclosure: The Sub -recipient 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 Sub -recipient'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 Sub -recipient'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 Sub -recipient has control over CDBG funds, including program income. 6. Audits & Inspections: All Sub -recipient 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 Sub -recipient within 30 days after receipt by the Sub -recipient. Failure of the Sub -recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub -recipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning sub -recipient audits and OMB Circular A-133. 7. Additional Documentation: Sub -recipient 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 Sub -recipient 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 Sub -recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub -recipient 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 balance 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 Sub -recipient will develop an indirect cost allocation plan for determining the appropriate Sub -recipient'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 Sub -recipient funds available under this Agreement based upon information submitted by the Sub -recipient 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 Sub -recipient, 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 Sub -recipient accounts. In addition, the Sub -recipient Agreement Page 5 of 13 Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Sub -recipient. 4. Progress Reports: The Sub -recipient shall submit regular Progress Reports to the Grantee in the form, content, and frequency as required by the Grantee. D. Procurement: 1. Compliance: The Sub -recipient 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 Sub - recipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR 84.40-48. 3. Travel: The Sub -recipient 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 Sub -recipient 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 Sub -recipient'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 Sub -recipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient Agreement Page 6 of 13 policies. [The Grantee may preempt the optional policies.] The Sub -recipient 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 Sub -recipient also agrees to comply with applicable Grantee ordinances, resolutions and policies concerning the displacement of persons from their residences. IX. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance: The Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient, 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 Sub -recipient 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 Sub - recipient 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 Sub -recipient 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 Sub - recipient to assist in the formulation of such program. The Sub -recipient 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 Sub -recipient 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 Sub -recipient Agreement Page 7 of 13 Spanish -heritage Americans, Asian -Americans, and American Indians. The Sub - recipient 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 Sub -recipient shall furnish and cause each of its own sub - recipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 4. Notifications: The Sub -recipient 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 Sub -recipient'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 Sub -recipient will, in all solicitations or advertisements for employees placed by or on behalf of the Sub -recipient, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions: The Sub -recipient 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 sub -recipients or subcontractors. C. Employment Restrictions 1. Prohibited Activity: The Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub - recipient of its obligation, if any, to require payment of the higher wage. The Sub - recipient 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 Sub -recipient Agreement Page 8 of 13 135, 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 Sub -recipient and any of the Sub -recipient's sub -recipients and subcontractors. Failure to fulfill these requirements shall subject the Grantee, the Sub -recipient and any of the Sub - recipient's sub -recipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Sub -recipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements. The Sub -recipient 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 Sub -recipient 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 Sub -recipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. b. Notifications: The Sub -recipient 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 Sub -recipient 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 Sub -recipient 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. Sub -recipient Agreement Page 9 of 13 D. Conduct 1. Assignability: The Sub -recipient 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 Sub -recipient 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. 2. Subcontracts: a. Approvals: The Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient, or any designated public agency. 5. Lobbying: The Sub -recipient 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 Sub -recipient Agreement Page 10 of 13 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; 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 sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all Sub -recipients 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 Sub -recipient 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 proselytizing. X. ENVIRONMENTAL CONDITIONS A. Air and Water: The Sub -recipient 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 there -under; • 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 Sub -recipient 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 Sub -recipient 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. Sub -recipient Agreement Page 11 of 13 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 funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. D. Historic Preservation: The Sub -recipient 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 Sub -recipient 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 Sub -recipient 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 Sub -recipient with respect to this Agreement. Sub -recipient Agreement Page 12 of 13 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 IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above. City of National City Ron Morrison Mayor, City of National City APPROVED AS TO FORM George Eiser City Attorney ATTEST ti City Jerk va Boys' an ' Gir : C bs of Inland North County, anny Sherlock President/ CEO Sub -recipient Agreement Page 1:3 of 1:3 EXHIBIT A SCOPE OF SERVICES 1. The Program/Project consists of the following activities: Activity Description Day Camp activities from 6:00 am to 1:00 pm weekdays during school break 4/6/09 - 4/17/09 for youth ages 6-12. The program provides a safe place for children while parents are working. Structured programs are based on weekly themes that bring unity to the Day Camp participants. Special field trips, pizza parties, and movies are all woven into weekly activities. 2. The following lists the staff and time commitments to be allocated to activity listed above. ' a 0 iliberNeime e`hd Title'. . 3 1iuu s` I o_, ted tip' ,: Rebecca Ortiz/Mohammed Darwish, Program Leaders 66 hours each Christina Olivas/John Gordy/Annette Alba, Program Leaders 66 hours each Michelle Montoya/Dahlia Browning, Program Leaders 66 hours each Connie Alvarez, Site Supervisor, Edith Torres, Dance Instruct. _ 66 hours/4 hours 3. Billing Method: Monthly Quarterly X 4. List the type of supporting documentation to be provided: Invoices Staff Time sheets Sign-up sheets & fee schedules 5. List the major/key activity milestones: Major Activity Milestones Month 1 2 3 4 5 6 7 8 9 10 11 12 Assign Staff X Program Implementation X Provide Program Services X EXHIBIT B BUDGET Agency Name: Boys & Girls Clubs of Greater San Diego Activity Name Day Cam CDBG OTHER TOTAL Description BUDGET RESOURCES BUDGET 1) Personnel (Direct labor) Site Supervisor 1,375.00 1,375.00 Program Leaders (8) 4,842.00 4,842.00 Area Director 582.00 582.00 Program Director 2,000.00 2,000.00 2) Fringe Benefits Site Supervisor/Area Dir @ 22% 431.00 413.00 Program Leaders @ 14.5% 702.00 702.00 Program Director @ 22% 440.00 440.00 3) Travel Field trips (2) for campers 3,000.00 680.00 3,680.00 9 teens, 2 staff to Keystone Conf 5,000.00 5,000.00 Staff Training 200.00 200.00 Insurance 2,900.00 2,900.00 Occupancy (util, security, cleaning) 1,500.00 750.00 2,250.00 4) Supplies and Materials Program Supplies 3,046.00 1,500.00 4,546.00 T-shirts & incentives 1,500.00 1,500.00 Printing 1,000.00 500.00 1,500.00 Club Memberships for 75 youth 4,125.00 4,125.00 5) Sub Total for Direct Costs 27,303.00 8,770.00 36,055.00 6) Indirect Costs (Overhead) 2,730.30 877.00 3,605.50 TOTAL $ 30,033 $ 9,647 $ 39,661 Exhibit C Board of Directors By -Laws BOYS & GIRLS CLUBS OF GREATER SAN DIEGO BOARD OF DIRECTORS - 2008/09 Les Abshire San Diego Nat'l l3ank Jim Ambroso Allied Waste Services Scott Ashline-Chair Northwestern Mutual Fin. Network Mark Bailey Chesapeake Fish Co. Mark Baker Baker Enterprises Paul Brinkman Quality Chevrolet Trudy Bronner Dr. Bronner's Magic Soaps Jeff Brumfield Cal Pacific Mortgage Bob Burson -Secretary Grice, Lund & Tarkington Mike Carey Seirus Innovation David Claycomb Helix Environ. Planning, Inc Howard Collins GEICO DIRECT Chris Coseo Coseo Properties, Inc Robert Daniels Skaja & Daniels, LLP Lionel Deschamps KPMG, LLP Bruce Dunn Mission Pools Judy Endeman Endeman Properties Joe Gabaldon Cox Communication Todd Gutschow HNC Software, Retired Tom Hazard Consultant Scott 1-tinkle Western Grant Group David Jarvis Goria, Weber & Jarvis Phil Jelsma Luce Forward Rod Juniel Chief N C Fire Dept Randy Jungman-Past Ch Citracado Dental Group Michael Kahn Sony Electronics, Inc. Dan Kotnik KPMG, LLP Jeranry Larson Smith Barney Kerstin Lynam Veterans Medical. Research Fdn Kathy Majam North county Insurance Gary Malinb-Tresurer Realty Income Corp Rick Mandelbaum Landmark Nat'l Bank John McGinnis Merrill Lynch Larry Michel Lawrence L Michel, DDS, Inc Joe Moeller San Diego Int'I Sports Council Margaret Moir Community Activist Tee Ness-V Chair Hawthorne Machinery Co. Nga Nguyen Comerica Bank "Lelia Norwood 1. M. Norwood & Co. Inc James Oliver Smith Barney R. Michael Pack Suncal Outdoor Advertising David Pallinger Victex, Inc. Joan Palmer ReMax Ranch & Beach Frank Parra Rural Metro Corp Sharon Payne I' Affirmative Financial Mike Peters Bank of Escondido Allie Pruitt Construction Consult, Retired Kim Reedy No. Island Financial Credit Union Vince Reynolds Defense Contractor, Ret Betty Roberts Community Activist Mike Rust Newland Communities Tom Schwartz Thomas E. Schwartz, CFP Wim Selders-V Pres Retired Business Owner John Sheridan Exotic Furniture, Inc. Maureen Sinkiewicz Union Bank of Calif Al Slocum Wateridge Insurance Sharon Smiar Prudential Calif Realty James Smith Roseau Development Co. Susie Snow California Community Bank James St. John CSJ Properties, LLC Lori Steele Everyone Counts Mark Steinberg MS Capital Resources, Inc. Denette Stewart California Bank & 'Trust Steve Storr Projector Doctor, Inc. Laura Tanger Orange Co Gallery Wendy Tucker Procopio, Cory, I largreaves & Savitch Tom Tullic-Chair Elect Path I Vicky Waters Retired *All Board Terms are I year Revised 2/5/2009 BY-LAWS OF BOYS' AND GIRLS' CLUBS OF INLAND NORTH COUNTY a California Nonprofit Public Benefit Corporation \RTICLE I NAME The name of this corporation is the BOYS' ANI) GIRLS' CLUBS OF INLAND NORTH COUNTY ARTICLE II OFFICES SECTION 1. PRINCIPAL OFFICE The principal office for the transaction of the business of the corporation (principal executive office) is located at San Diego Count California. The Board of_Governors may change the principal executive office from one location to another, :\nv chance of this location shall be noted by the secretary on these B'-Laws opposite this section. or this section ma\ be amended to state the new location. SECTION 2. OTHER OFFICES The Board of Governors may at any time establish branch or subordinate offices at anv place or places where the corporation is qualified to do business. ARTICLE III OBJECTIVE AND PURPOSES The objectives of this corporation shall be: 1. To operate and conduct clubhouses for the education. recreation and enrichment of boys and girls. 7. To promote in every possible way programs and systems which will assist in the mental and physical development of boys and girls, the creation of the beneficial environment for such development, and in the elimination of detrimental influences. 3. To build individual self-esteem consistent with community standards through unique and attractive programs. t 537873v 8 (word) 4. -Fo provide a supporting environment through appropriate programming that results in the development of the whole child. 3. To provide, raise. receive. and disburse funds and to hold property. both real and personal, for the purpose of. and relative to, the promotion of the physical. mental and moral well-being of boys and girls and for the purpose of carrying out the objectives herein -before and hereinafter set forth. 6. to receive gifts and contributions of real and personal property from the United States of America or any agency thereof. from the State of California. or anv subdivision or any other person. firm or corporation. ARTICLE IV NONPARTISAN ACTIVITIES This Corporation has been formed under the California Nonprofit Public I3enetit Corporation Law for public benefit purpose described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of material with the purpose of attempting to influence legislation. and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote. The corporation shall not. except in any insubstantial degree. engage in anv activities or exercise any powers that are not in furtherance of the purpose described above. ARTICLE V DEDICATION OF ASSETS The properties and assets of this nonprofit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties. or assets of this corporation, on dissolution or otherwise. shall inure to the benefits of any private person or individual. or any member or director of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to the Boys and Girls Clubs of America or to such other nonprofit charitable corporation or corporations as may he selected by the Board of Governors of this corporation. as shall at that time qualify as a tax exempt organization under Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws. so that the business properties and assets of the corporation shall in such event he used for and devoted to the purpose of providing Boys' and Girls' Club activities. I537873v R (Word) ARTICLE Vi BOARD OF GOVERNORS SECTION 1. GENERAL POWERS Subject to the limitations of the California nonprofit public benefit corporation law and anv other applicable laws. and subject to the limitations of the Articles of Incorporation or Bylaws. the Corporation's activities and affairs shall be managed. and all corporate powers shall be exercised by or under the direction of the Board of Governors. SECTION 2. SPECIFIC POWERS Without prejudice to the general powers set forth in Article VI. Section 1 of these bylaws. but subject to the same limitation. the Board of Governors shall have the power to: I. Appoint and remove. at the pleasure of the Board of Governors. all corporate directors. officers. agents. and employees. provided. however. that directors and officers of the Board of Directors may only be removed by a vote of seventy-five percent (75%) of the Board or Governors: prescribe powers and duties for them consistent with the law. the Articles of Incorporation in these Bylaws: fix their compensation and determine their obligations to the corporation. 2. Change a principal office or principal business office in California from one location to the other: cause the corporation to be qualified to conduct its activities in any other state. territory. dependency or country: conduct its activities in or outside of California: and designate a place in or outside of California tar holding any meetings. 3. Borrow money and incur indebtedness on the corporations behalf and cause to be executed and delivered for the corporate purposes in the corporations name. promissory notes. bonds. debentures. deeds of trust. leases. mortgages. pledges. hypothecations and other evidences of -debt and securities. 4. Set all corporate policies and procedures for the direction of the corporation. 5. Approve the annual budgets submitted by the Boards of Directors. 6. Prepare and approve Board of Governors minutes and financial reports. 7. Revise the Boys' and Girls' Club Foundation bylaws and elect Boys' and Girls' Club Foundation directors. 8. Approve mergers with other organizations. 9. Elect at -large Governors and Board of Governors officers. 10. Appoint Board of Governors committees. I 537873v 8 (Word) 1 1. Approve resolutions for signatures on bank and in\ estment accounts and sale of securities. 12. Hire an independent auditor and accept audit reports. 13. Make special requests for funds. 14. Conduct annual performance review of the President. ARTICLE VII ELECTION OF GOVERNORS SECTION 1. NON/II-NATIONS (a) (h) Each year each regional Board of Directors shall elect representatives to the Board of Governors. Seven representatives from each region shall serve the term described in Article IX Section 3 and one representative from each region shall be the Chairperson of the regional Board of Directors whose term on the Board of Governors shall be concurrent with his or her term as the Chairperson of the Regional Board of Directors Seven ( 7) or the members of the Board of Governors shall be members of the general public \rho are nominated b\ the Executive Committee of the 13o.ud of (io'ernors and approved h\ a majorit\ of the Board of Governors. (c) All of the Board of Governors must aaee to a minimum annual fund raisin_ requirements established by the Board of Governors. ARTICLE VIII ELECTION OF DIRECTORS SECTION I . NOMINATIONS (a) Nominatinv Committee. The chairperson of the Board of Directors shall appoint a committee to select qualified candidates for election to the Board of Directors which Nominating Committee shall make its report by March 15 of each calendar year. The secretary shall immediately forward to each director with the notice of meeting, a list of candidates nominated. by office. (b) The election of governors and directors is an action item on the agenda of the next regularly scheduled meeting of the Board of Directors. (c) Nomination from the floor. If there is a meeting to elect directors. any director present at the meeting. in person. may place names in nomination and may speak to the issue of any name in nomination. 4 153737 5v 9 (wend) (d) Election of directors will be conducted by secret ballot. A director is permitted to submit a written statement regarding his or her vote. which shall be added as an exhibit to the minutes. Secret ballots shall be available for inspection, in order to comply with fundamental fairness rules inherent in the law. (e) (t) Before adjournment of the election meeting of the Board of Directors. the members of the Nominating Committee in attendance will confidentially tabulate the ballots and report the results. in random order. to the Board of Directors. Members of the Nominating Committee will contact the approved candidates for the Board of Directors starting with the candidate who received the most votes to the candidate who received the least votes until all vacancies are tilled. ARTICLE. IX GOVERNORS SECTION I. POWERS (a) General corporate powers. The Board of Governors shall he the governing legal body as set forth in Article VI. SECTION 2. NUMBER AND QL.ALIFICAI ION OF GOVERNORS • The authorized number of governors shall initially be twenty-three. but may he increased or decreased by the Board of Governors. Governors need not be residents of the State of California and may be any natural person eighteen years of age or older. of good character. and dedicated to the purpose of this corporation. SECTION 3. ELECTION AND TERM Ol• OFFICE OE (;OVERNORS Election: Term of Office. Unless agreed to by the Board of Governors. Governors shall serve for a three-year term expiring on the date of the next annual meeting. Persons elected as a Governor may be reelected as a Governor tor two (2) consecutive terms; however. in no event shall a Governor serves more than six (6) consecutive years. SECTION 4. REMOVAL (a) Events causing removal. A governor shall be removed on the occurrence of the following: (i) the death or resignation of the governor, (ii) the declaration by resolution of the Board of Governors of removing a governor 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 section 5230 and the following of the California Nonprofit Corporation Law, or (iii) the vote of Seventy -Five Percent (75%) of the governors to remove a governor. I537873v 8(AVord) (b) Resitmations. Except as provided in this paragraph. any governor may resign. which resignation shall be effective on giving written notice to the chairperson. the secretary, or the Board of Governors, unless the notice specifies a later time for the resignation to become effective. No governor may resign when the corporation would then be left without a duly elected governor in charge of its affairs. (c) Vacancies. Vacancies on the Board of Governors may he tilled by approval of the Board of Governors or. if the number of Governors then in office is less than a quorum, by (1) the unanimous written consent of the Governors then in office, (2) the affirmative vote of a majority of iovernors then in office at a meeting held according to notice or waivers of notice complying with Corporations Code section 5211. or (3) a sole remaining governors. For purposes of the foregoing, a vacancy shall include an additional directorship caused by an increase in the number of Governors under Section of this Article iX. (d) No vacancy on reduction of number of Governors. No reduction of the authorized number of Governors shall have the effect of removing any Governor before that Governors term of office expires. (e) (1) Interested Persons. No more than 49% of persons serving on the Board of Governors may he "interested persons." An interested person is (a) any person compensated by the corporation for services rendered to it within the previous 12 months. w Nether as full- time or part-time employee. independent contractor. or otherwise. excluding any reasonable compensation paid to a governor as governor: and (b) any brother. sister, ancestor. descendent. spouse. brother-in-law. sister-in-law, son-in-law. daughter-in-law, mother-in-law, or rather -in-law of such person. However. any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the corporation. Self-Dealinn Transactions. No Governor of this corporation nor any other corporation. firm, association, or other entity in which one or more of this corporation's Governors are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction. unless (a) the material facts regarding tfrat Governor's financial interest in such contract or transaction or regarding such common directorship. officership, or financial interest are fully disclosed in good faith and noted in the minutes. or are known to all members of the board prior to the Board's consideration of such contract or transaction; (b) such contract or transaction is authorized in good faith by a majority of the Board of Governors by a vote sufficient for that purpose without counting the votes of the interested governors or directors; (c) before authorizing or approving the transaction, the Board of Governors considers and in good faith decides after reasonable investigation that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (d) the corporation for its own benefit enters into the transaction, which is fair and reasonable to the corporation at the time the transaction is entered into. This Section does not apply to a transaction that is part of an educational or charitable program of this corporation if it (a) is approved or authorized by the corporation in good 6 1 537871v 8 (Word) faith and without unjustified favoritism and (b) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this corporation. SECTION 5. PLACE OF MEETINGS: MEETINGS BY TELEPHONE Meetings of the Board of Governors may he held at anv place within or the State of California that had been designated from time to time by resolution of the respective Board. In the absence of such designation. meetings shall he held at the principal executive office of the corporation. In addition. meetings of the Board of Governors shall be held at any place within or outside the State of California that has been designated in the notice of the meeting. Notwithstanding the above provisions of this Section 5. a meeting of the Board of Governors may be held at any place consented to in writing by all the 4governors. either before or after the meeting. If consents are given. they shall be filed with the minutes of the meeting. Any meeting may be held by conference telephone or similar communication equipment. so long as all `governors participating in the meeting can hear one another. and all such governors shall be deemed to be present in person at such meeting. SECTION 6. MEETINGS Meetings of the Board of Governors for anv purpose may also be called at any time by the chairperson. or anv vice -chairperson. secretary. or any two governors. Regular meetings shall not be held more than six times annually. SECTION 7. NOTICE OF MEETINGS (a) Manner of giving. Unless not required under other provisions of these By -Laws, notice of the time and place of meetings shall he given to each Governor by one of the following methods: (i) by personal delivery or written notice: (ii) by first class mail. postage prepaid; (iii) by telephone communication. either directly to the Governor or to a person at the Governor's office who would reasonably he expected to communicate such notice promptly to the Governor: (iv) by electronic communication or e-mail: or (v) by telegram, charges prepaid. All such notices shall he given or sent to the governor's address or telephone number as shown on the records of the corporation. (b) Time requirements. Notices sent by first class mail shall be deposited into a United States mailbox at least four days before the time set for the.meeting. Notices given by personal delivery, telephoned, electronically transmitted or given to the telegraph company at least 48 hours before the time set for the meeting. (c) Notice contents. The notices shall state the time and place for the meeting. However, it need not specify the purpose of meeting, or the place of meeting, if it is to be held at the principal executive office of- the corporation. SECTION 8. QUORUM One-half (1/2) of the authorized number of Governors but not fewer than twelve governors, whichever is larger, shall constitute a quorum for the transaction of any business except 7 537873v 8 (Word) adjournment as provided in Section 10 of this Article IX. Every act or decision done or made by a majority of the governors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Governors, subject to other provisions of these By -Laws and to the provisions of the California Nonprofit Corporation Law, (i) especially those provisions in which a governor has direct or indirect material financial interest: (ii) appointment of committees: and (iii) indemnification of governors. A meeting at which a quorum is initially present may continue to transact business. notwithstanding the withdrawal of governors_ if an action taken is approved by at least a majority of the required quorum for that meeting. SECTION O. WAIVER OI: NOTICE 'hhe transactions of any meeting of the Board of Governors, however. called and noticed or wherever held. shall be as valid as though taken at a meeting duly held after regular call and notice; if (i) a quorum is present, and (ii) either before or after the meeting. each of the governors not present signs a written waiver of notice. a consent to hold the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to anv governor who attends the meeting without protesting before or at its commencement about the lack of adequate notice. SECTION IO. ADJOURNMENT A majority of the Governors present. whether or not constituting a quorum. inay adjourn any meeting to another time and place. SECTION 11. NOTICE OF ADJOURNMENT Notice of the time and place of holding an adjourned meeting need not be given. unless the meeting is adjourned for more than 24 hours. in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the Governors who were not present at the time of adjournment. SE:CIION 12. ACTION ION WITHOUT MELTING Any action required or permitted to be taken by the Board of Governors may be taken without a meeting. if all governors of the respective Board, individually or collectively. consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Governors. Such written consent or consents shall be filed with the minutes of the proceedings of the respective Boards. SECTION 13. FE(: S AND COMPENSTION OF GOVERNORS Governors and members of committees may not receive any compensation for their duties as governors or members of committees. 8 I537873v 8 (word) SECTION 14. HONORARY GOVERNORS The Board of -Governors may appoint honorary Governors who shall have the right to participate at meetings of the Board of Governors but shall not have the right to vote on matters presented to the Board of Governors. Honorary Governors shall be persons recognized for the achievements or contributions to the Corporation. :\RTICI.[:: X DIRECTORS SECTION 1. POWERS (a) General corporate powers. The regional Board of Directors shall be responsible for the day-to-day activities for the San Diego Metro and Inland North County or other areas specified by the Board of Governors. To the extent delegated by the Board of Governors. the Board of Directors shall conduct ail of the day-to-day activities of that reuion. including, but not limited to fundraising. program development. program services. asset management. and shall report such activities to the Board of Governors. The Board of Directors may not tote on matters before the Board of Governors. (b) Specific powers. Without prejudice to these `general powers. the directors shall have the power to: (1) Take all actions as delegated to the Board of Directors by the Board of Governors: (ii) Borrow money and enter into contracts described in an annual budget approved by the Board of Governors: (iii) Approve regional Board of Directors minutes and financial reports: (iv) Elect Board of Directors members and officers: (v) Elect regional Board of Directors representatives to the Board of Governors: (vi) Appoint regional Board of Directors committees: (vii) Execute regional service agreements, grants and contracts. within an approved budget: (viii) Conduct with the President/CEO the annual performance appraisal of the regional Vice President: (ix) Make changes to regional programs. program sites. program fees. days/hours of operations. etc.: and 9 1 537873v 8 (Word) (c) (xi) Spend regional capital expenditures, within budget. Recommendations to Board of Governors. The Board of Directors shall have the power to recommend the following to the Board of Governors: (i) Revise the Bylaws: (ii) Adopt regional operating and capital budgets: (iii) Create new positions in region requiring additional expenditures: (iv) Revise personnel practices and operating procedures: (v) Revise fund raising and facility use policies: and (vi) Revise the strategic plan. SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS The authorized number of directors shall be as determined by the Board of Governors from time to time. but in no event shall the authorized number be less than twenty-one nor more than fifty directors. Directors need not be residents of the State of California and may he any natural person eighteen years of age or older. of good character. and dedicated to the purpose of this corporation. All of the Board of Directors must agree to a Iniii mum annual fund raising requirements established by the Board of Governors. SECTION 3. ELECTION AND TERM OF OFFICE OF DIRECTORS Election: Term of Office. The members of the Board of Directors shall be elected by approval of the Board of Directors. Unless sooner removed. Directors shall serve for a three -near term expiring on the date of the next annual meeting. Persons elected as a Director may be reelected as a Director for an unlimited number of consecutive terms. SECTION 4. REMOVAL (a) Events causing removal. A director shall he removed on the occurrence of the following: (i) the death or resignation of the director. (ii) the declaration by resolution of the Board of Governors or Board of Directors of removing 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 section 5230 and the following of the California Nonprofit Corporation Law, or (iii) the vote of a majority of the directors to remove a director. (b) Resignations. Except as provided in this paragraph, any director may resign, which resignation shall be effective on giving written notice to the chairperson, the secretary, or the Board of Directors, unless the notice specifics a later time for the resignation to become effective. No director may resign when the corporation would then he left without a duly elected director in charge of its affairs. 10 1537373v 3 (word) (c) Vacancies. Vacancies on the Board of Directors may be tilled by approval of the Board of Directors or, if the number of directors then in office is less than a quorum. by (i) the unanimous written consent of the directors then in office. (2) the affirmative vote of a majority of governors then in office at a meeting held in according to notice or waivers of notice complying with Corporations Code section 521 1, or (3) a sole remaining directors. For purposes of the foreuoinu. a vacancy shall include an additional directorship caused by an increase in the number of directors. (d) No vacancy on reduction of number of directors. No reduction of the authorized number of directors shall have the effect of remo"inu any director before that director's term of office expires. (e) interested Persons. No more than 49% of persons serving on the Board of Directors may be "interested persons." An interested person is (a) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as full- time or part-time employee. independent contractor. or otherwise. excluding any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor, descendent. spouse. brother-in-law. sister-in-law. son-in-law. daughter-in-law. mother-in-law, or father-in-law of such person. However. any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the corporation. (f) Self -Dealing Transactions. No director of this corporation nor any other corporation. firm, association. or other entity in which one or more of this corporation's Directors are directors or have a material financial interest. shall he interested. directly or indirectly. in any contract or transaction. unless (a) the material facts regarding that Director's financial interest in such contract or transaction or regarding such common directorship. officership, or financial interest are fully disclosed in good faith and noted in the minutes. or are known to all members of the Board prior to the Board's consideration of such contract or transaction: (b) such contract or transaction is authorized in good faith by a majority of the Board of Directors by a vote sufficient for that purpose without counting the votes of the interested Directors; (c) before authorizing or approving the transaction. the Board of Directors considers and in good faith decides after reasonable investigation that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances: and (d) the corporation for its own benefit enters into the transaction, which is fair and reasonable to the corporation at the time the transaction is entered into. This Section does not apply to a transaction that is part of an educational or charitable program of this corporation if it (a) is approved or authorized by the corporation in good faith and without unjustified favoritism and (b) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this corporation. 1 537873v 8 (Word) SECTION 5. PLACE OF MEETINGS: MEETINGS BY TELEPHONE Meetings of the Board of Directors may be held at any place within the State of California that had been designated from time to time by resolution of the respective Board. In the absence of such designation, meetings shall be held at the principal executive office of the corporation. In addition. meetings of the Board of Directors shall he held at any place within or outside the State of California that has been designated in the notice of the meeting. Notwithstanding the above provisions of this Section 5. a meeting of the Board of Directors may be held at anv place consented to in writing by all the directors, either before or after the meeting. If consents are given, they shall he tiled with the minutes of the meeting. Any meeting may he 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 he deemed to be present in person at such meetin<g. SECTION 6. ,MEETINGS Meetings of the Board of Directors for anv purpose may also be called at anv time by the chairperson. or any vice -chairperson. secretary. or anv two directors. SECTION 7. NOTICE OF MEETINGS (a) Manner of giving. Unless not required under other provisions of these By -Laws. notice of the time and place of meetings shall be given to each Director by one of the following, methods: (i) by personal delivery or written notice; (ii) by first class mail. postage prepaid: (iii) by telephone communication. either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate such notice promptly to the Director: (iv) by electronic communication or e-mail: or (v) by telegram. charges prepaid. All such notices shall be given or sent to the Director's address or telephone number as shown on the records of the corporation. (b) Time requirements. Notices sent by first class mail shall he deposited into a United States mailbox at least four days before the time set for the meeting. Notices given by personal delivery, telephoned. electronically transmitted or given to the telegraph company at least 48 hours before the time set for the meeting. (c) Notice contents. Me notices shall state the time and place for the meeting. f Iowever. it need not specify the purpose of meeting, or the place of meeting, if it is to he held at the principal executive office of the corporation. SECTION 8. QUORUM One-third (1/3) of the authorized number of Directors, but not fewer than twelve (12) Directors. whichever is larger, shall constitute a quorum for the transaction of business. SECTION 9. WAIVER OF NOTICE hhe transactions of anv meeting of the Board of Directors. however. called and noticed or wherever held. shall be as valid as though taken at a meeting duly held after regular call and 12 1 537873v 8 (word) notice; if (i) a quorum is present. and (ii) either before or after the meeting. each of the governors or directors not present signs a written waiver of notice. a consent to hold the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also he deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice. SECTION 10. ADJOURNMENT A majority of the Directors present. whether or not constituting a quorum, may adjourn any meeting to another time and place. SECTION 11. NOTICE: OF ADJOURNMFN1 Notice of the time and place of. holding an adjourned meeting need not be given. unless the meeting is adjourned for more than 24 hours. in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of adjournment. SECTION 12. ACTION WITHOUT MEETING Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all directors of the respective Board, individually or collectively. consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall he filed with the minutes of the proceedings of the respective Board. .ARTICLE XI TRUSTEES SECTION I. •rRUSTFES The Board of Directors shall recommend to the Board of Governors, individuals to serve as Trustees. The Trustees shall serve as advisors to the Board of Directors on specific areas such as fundraising but shall not be entitled to vote on matters before the Board of Governors or the Board of Directors. Meetings of the •hrustees shall he posted and conducted in a manner consistent with Article IX. Section 5 through 7 and Section 9 and 13. SECTION 2. QUALIFICATION OF TRUSTEES Each Trustee must agree to a minimum annual fund raising requirements established by the Board of Governors. SECTION 3. TERM OF OFFICE Unless sooner removed. Trustees shall serve for a one-year term expiring on the date of the next annual meeting. Trustees may serve an unlimited number of consecutive terms. 13 1537873v 8 (Word) ARTICLE XII COMMITTEES SECTION I. COMMITTEES The Board of Governors may. by resolution adopted by a majority of the Governors then in office, designate one or more committees, each consisting of two or more Governors. to serve at the pleasure of the board. Any Committee. to the extent provided in the resolution of the hoard. shall have all the authority of the board. except that no committee. regardless of board resolution. mav: (a) fake any 'final action on matters which. under the Nonprofit Corporation Law of California. also requires governors' approval: (b) Fill vacancies on the Board of Governors or on a committee of the Board of Governors: (c) Fix compensation of the Governors or Directors for service on the Board or on any committee: (d) Amend or repeal By -Laws or adopt new Bv-La\‘s: (e) Amend or repeal any resolution of the Board or Governors which by its express terms is not so amendable or repealable: (t) (g) Expend corporate funds to support a nominee for governor alter there are more people nominated for director than can be elected: Approve any transaction (i) to which the corporation is a party and one or more directors have a material financial interest; or (ii) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest; (h) Appoint any other committees of the Board of Governors the members of these committees. SECTION 2. MEETINGS AND ACTION OF COMMITTEES Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article IX of these By -Laws concerning meetings of governors, with such changes in the context of those By -Laws as are necessary to substitute the committee and its members for the Board of Governors and its members, except that the time for meetings of committees may be determined either by resolution of the Board of Governors or by resolution of the committee. Meetings of committees may also be called by resolution of the Board of Governors. Notice of meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of 14 1537873v 8 (word) Governors may adopt rules for the government of any committee not inconsistent with the provisions of these By -Laws. SECTION 3. EXECUTIVE COMMITTEE OF THE BOARD OF GOVERNORS The Executive Committee of the Board of Governors shall consist of the following persons: a. Chairperson b. Chair -elect c. Secretary d. immediate Past Chair e. Treasurer The Executive Committee of the Board or Governors shall be empowered to perform all duties prescribed to the Governors except: a. Hiring and termination of the PresidentiChief Executive Officer b. Approval oldie annual budget: c. Amend or repeal Corporate By -Laws or adopt new By -Laws. d. Election. appointment or termination of Governors or officers: e. Fixing of the compensation or the President/Chief Executive Officer; f. Approval of expenditures exceeding the amount budgeted by more than 3% per individual meeting with a cumulative maximum of 10% per fiscal year: Elimination of any program authorized by the Governors: h. Elimination of any fundraising drive or event authorized by the Governors: i. Cake any final action on anv matter that. under the California Nonprofit Public Benefit Corporation Law. also requires approval of the members or approval of a majority of all members: j. Fill vacancies on the boards or any committee of the boards: k. Fix compensation of the Governors for serving on the board or on any committee: I. Amend or repeal any resolution of the hoard that by its express terms is not so amendable or repealable: m. Create any other committees of the hoard: n. Expend corporation funds to support a nominee for Governor if more people have been nominated for Governor than can be elected: or o. Approve any contract or transaction to which the corporation is a party and in which one or more of its Governors has a material financial interest. except as special approval is provided in Corporations Code section 5233(d)(3). A simple majority shall constitute a quorum for the transaction of business of the Executive Committee. Meetings shall be posted and conducted in a manner consistent with Article IX, Section 5 through 7 and Section 9 through 13. 15 I537R73v g (Word) SECTION 4. EXECUTIVE COMMITTEE OF BOARD OF DIRECTORS The Executive Committee of the Board of Directors shall consist of the following persons: a. Chairperson b. Chair -elect c. Secretary d. Immediate Past Chair e. -Treasurer The Executive Committee of the Board of Directors shall be empowered to pertorm all duties prescribed to the Governors except: a. Approval of expenditures exceeding the amount budgeted by more than `/o per individual meeting with a cumulative maximum of 10% per fiscal year: b. Elimination of any program authorized by the Directors: c. Elimination of any fundraising drive or event authorized by the Directors: d. Take any final action on any matter that. under the California Nonprofit Public Benefit Corporation Law. also requires approval of the members or approval of a majority of all members: e. Fill vacancies on the Board of Directors or any committee of the Board of Directors: C. Fix compensation of the Directors for serving on the hoard or on any committee: g. Amend or repeal any resolution of the board that by its express terms is not so amendable or repealable: h. Create any other committees of the hoard: Expend corporation funds to support a nominee for Director if more people have been nominated for Director than can be elected: or 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 special approval is provided in Corporations Code section 5233(d)(3). A simple majority shall constitute a quorum for the transaction of business of the Executive Committee. Meetings shall be posted and conducted in a manner consistent with Article IX. Section 5 through 7 and Section 9 through 13. ARTICLE XIII OFFICERS SECTION 1. OFFICERS The officers of the corporation shall be a chairperson. a chairperson -elect. a secretary, a treasurer. the immediate past chairperson and the chairperson of each standing committee who shall be designated as vice -chairpersons. The corporation may also have. at the discretion of the Board of Governors. one or more vice chairpersons and such other officers as may be appointed 16 (537873v 8 (Word) in accordance with the provisions of Section 3 of this Article XIII but in no event shall the total number of officers exceed eleven (1 1) persons. SECTION 2. ELECTION OF OFFICERS The officers of the corporation, except those appointed in accordance with the provisions of Section 3 of this Article XIII. shall be chosen from time to time by the Board of Governors, and each shall serve at the pleasure of the board. subject to the rights. or any, of an officer under anv contract of employment. SECTION 3. SUBORDINATE OFFICERS The Board of Governors may appoint. and niay authorize the chairperson or another officer to appoint, any other officer that the business of 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 By -Laws or determined from time to time by the Board of Governors. SECTION 4. REMOVAL OF OFFICERS Subject to the ri211ts. if anv. of an officer under anv contract of employment, any officer may be removed. with or without cause. by the Board of Governors. at anv meeting of the Board of Governors. except in case of an officer who was not chosen by the Board or Governors, by an officer on whom such power of removal Inav be conferred by the Board of Governors. SECTION 5. RESIGNATION OF OFFICERS Any officer may resign at anv time by giving written notice to the corporation. i\ny resignation shall take effect at the date of the receipt of that notice or any later time specified in that notice: and, unless otherwise specified in that notice. the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights. if any, of the corporation under any contract to which the officer is a party. SECTION 6. VACANCIES IN OFFIC[.'. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these By -Laws for regular appointments to that office. SECTION 7. RESPONSIBILITIES OF OFFICERS (a) Chairperson. The chairperson shall. subject to the control of the Board of Governors. generally supervise, direct. and control the business and the officers of the corporation. He shall preside at all meetings of the Executive Board and at all meetings of the Board of Governors. He shall have such other powers and duties as may be prescribed by the Board of Governors or the By -Laws. (b) Chairperson -elect. In the absence or disability of the chairperson. the chairperson -elect shall perform all the duties of the chairperson, and when so acting shall have all the 17 1537873v 8 (word) power of. and be subject to all the restrictions upon, the chairperson. The chairperson - elect shall have such other powers and perform such other duties as from time to time may he prescribed for him respectively by the Board of Governors or the chairperson. (c) Secretary. The secretary shall attend to the following: (i) Book of minutes. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Governors may direct. a book of minutes of all meetings. and the proceedings or such meetings. (iii Director records. The secretary shall keep. or cause to be kept. at the principal executive office, as determined by resolution of the Board of Governors. record of the directors, showing the names of all directors and their addresses. (iii) Notices. seal and other duties. The secretary shall give. or cause to be ,given, notice of all meetings of the Board of Governors required by the By -Laws to be given. He shall keep the seal of the corporation in safe custody. He shall have such other power and perform such other duties as may he prescribed by the Board of Governors or the By -Laws. (d) Treasurer. The treasurer shall attend to the following. (i) Books of account. The treasurer shall keep and maintain, or cause to be kept and maintained. adequate and correct books and records or accounts of the properties and business transactions of the corporation. including accounts of its assets, liabilities, receipts. disbursements, gains. losses. capital, restatements. The hooks of account shall he open to inspection by any director at all reasonable times. Deposit and disbursement of money and valuables. The treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Governors: shall disburse the funds of the corporation as may be ordered by the Board of Governors: shall render to the chairperson and directors, whenever they request it. an account of all of his transactions as treasurer and of the financial condition of the corporation: and shall have other powers and perform such other duties as may be prescribed by the Board of Governors or the By -Laws. (iii) Bond. If required by the Board of Governors, the treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of his office and for restoration to the corporation of all its books. papers, vouchers, money, and other property of every kind in his possession or under his control on his death, resignation, retirement, or removal from office. SECTION 8. OFFICERS OF BOARD OF DIRECTORS The Board of Directors may appoint officers who shall be a chairperson. chairperson -elect, a secretary, a treasurer and an immediate post chairperson. The responsibilities shall he similar to 18 1537873v 8 (Word) those described in this Article XIII. Section 7. An officer may be removed by the Board of Directors. ARTICLE XIV PRESIDENT./CHIEF EXECUTIVE OFFICER SECTION 1. APPOINTMENTS The Board of Governors shall appoint a President/Chief Executive Officer of the corporation. tix his compensation. and prescribe the terms of his employment. The chairperson shall appoint a committee to meet \vith the President/Chief Executive Officer each year. prior to the annual meeting, to review his compensation and term of employment. SECTION 2. DUTIES The President/Chief Executive Officer shall manage the dav-to-dav affairs and direct the work and employees of the corporation. subject to. and in accordance with the directions of the Board of Governors. shall prepare budgets of expense for the approval of the Board of Governors. and shall be authorized to incur expenses in accordance 1‘.ith the approved budget. or as directed by the Board of Governors. and shall he an ex-otfcio member of all committees. The President/Chief Executive Officer shall from time to time make reports of the work and affairs of the corporation to the chairperson and Board of Governors at its meetings. The President/Chief Executive Officer shall exercise final authority on matters related to staff and members. ARTICLE XV INDEMNIFICATION Or GOVERNORS. DIRECTORS. OFFICERS. EMPLOYEES. AND OTHER AGENTS SECTION 1. DEFINITIONS For the purpose of the Article. (a) "agent" means any person who is or was a governor, director, officer. employee. or other agent of this corporation. or is or was serving at the request of this corporation as a governor. director. officer. employee. or agent of another foreign or domestic corporation. partnership. joint venture. trust. or other enterprise. or was a governor. director. officer. employee, or agent of a foreign or domestic corporation or of another enterprise at the request of the predecessor corporation. (h) "proceeding" rneans any threatened. pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expense" includes, without limitation, all attorneys' fees. costs. and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorneys' fees, costs. and other expenses incurred in establishing a right to indemnification under this Article. 19 1 53737 3v 9 (word) SECTION 2. SUCCESSFUL DEFENSE BY AGENT To the extent that an agent of this corporation has been successful on the merits in the defense of any proceeding referred to in this Article. or in the defense of anv claim. issue. or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him. then the provisions of Section 3 through 5 shall determine whether the agent is entitled to indemnification. SECTION 3. ACTIONS BROUGHT BY PERSONS OTI-IER THAN 'TI IF CORPORATION Subject to the required findings to be made pursuant to Section 5. below, this corporation shall indemnity any person who was or is a party, or is threatened to be made a party. to any proceedings other than an action brought by. or on behalf of, this corporation. or by an officer, director or person granted related status by the Attorney General. or by the Attorney General on the ground that the defendant director was or is engaging in selfdealing within the meaning of California Corporations Code Section 5233. or by the Attorney General or a person granted related status by the Attorney General for anv breach of duty relating to assets held in charitable trust, by reason of the tact that such person is or was an agent of this corporation. for all expenses. judgments. fines. settlements. and other amounts actually and reasonably incurred in connection with the proceeding. SECTION 4. ACTION BROUGHT BY OR ON BEHALF OF THE CORPORA [ION (a) Claims settled out of court. If anv agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of the corporation. with or without court approval. the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceedings. (h) Claims and suits awarded against agent. This corporation shall indemnity any person who was or is a party or is threatened to be made a party to any threatened. pending, or completed action brought by or on behalf of this corporation by reason of the fact that the person is or was an agent of this corporation, for all expenses actually and reasonably incurred in connection with the defense of that action. provided that both oldie following are met: (i) The determination of good faith conduct required by Section 5. below. must be made in the manner provided for in that section; and (ii) Upon application, the court in which the action was brought must determine that. in view of all of the circumstances of the case, the agent should be entitled to indemnify for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed. 20 I537873v 8 (Word) SECTION 5. DETERMINATION OF AGENT'S GOOD FAITH CONDUCT The indemnification granted to an agent in Sections 3 and 4 above is conditioned on the following: (a) Required standard of conduct. The agent seeking reimbursement must be found. in the manner provided below. that he acted in good faith, in a manner he believed to he in the best interest of this corporation. and with such care. including reasonable inquiry. as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment. order settlement. conviction. or on a plea of nolo contendere or its equivalent shall not. of itself. create a presumption that the person did not act in good faith or in a manner which he reasonably believed to he in the best interest of this corporation or that he had reasonable cause to believe that his conduct was unlawful. (b) Manner of determination of good faith conduct. The determination that the agent did act in a manner complying with Paragraph (a) above shall be made by: (1) The Board of Governors by a majority vote of a quorum consisting of governors who are not parties to the proceeding: or (h) The court in which the proceeding is or was pending. Such determination may be made on application brought by this corporation or the.agent or the attorney or other person rendering a defense to the agent. whether or not the application by the agent. attorney, or other person is opposed by this corporation. SECTION 6. LIMITATIONS No indemnification or advance shall he made under this Article. except as provided in Sections 2 or 5(b)(ii). in any circumstances when it appears: (a) That the indemnification or advance would be inconsistent with a provision of the articles, a resolution of the Governors, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid. which prohibits or otherwise limits indemnification: or (b) That the indemnification \would be inconsistent with any condition expressly imposed by a court in approving a settlement. SECTION 7. ADVANCE OF EXPENSES Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article. 21 537873v.8 (Word) SECTION 8. CONTRACTUAL RIGHTS OF NON -DIRECTORS AND NON -OFFICERS Nothing contained in this Article shall affect any right to indemnification to which persons other than Governors, Directors and officers of this corporation. or any subsidiary hereof, may be entitled by contract or otherwise. SECTION 9. INSURANCE The Board of Governors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or out of the agent's status as such. whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this section. SECTION 10. FIDUCIARIES OR CORPORATE EMPLOYEE BENEFIT PLAN This Article does not apply to any proceeding against any trustee. investment manager. or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also he an agent of the corporation as defined in Section 1 or this Article. Nothing contained in this Article shall limit any right to indemnification to which such a trustee. investment manager, or other fiduciary may be entitled by contract or otherwise. which shall he enforceable to the extent permitted by applicable law.. AR IICI.E XVI RECORDS ANI) REPORTS SECTION 1. INSPECTION RIGHTS Maintenance of Corporate Records. This corporation shall keep: (a) adequate and correct books and records of account: and (h) written minutes of the proceeds of its hoard and committees of the board. SECTION 2. INSPECTION BY GOVERNORS AND EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS Every Governor and the Executive Committee of the Board of Directors shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a Governor or Director authorized by the Executive Committee may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. SECTION 3. ANNUAL REPORT TO GOVERNORS The annual report to Governors referred to in the California Nonprofit Corporation Law is expressly dispensed with. but nothing in these By -Laws shall be interpreted as prohibiting the Board of Governors from issuing such annual or other periodic reports to any person as the 7? 1537873v 8 (Word, Board considers appropriate. However. the corporation shall provide to the Board of Governors, and to those governors who request it in writing, within 120 days of the close of its fiscal year. a report containing the following information in reasonable detail: (a) The assets and liabilities. including the trust funds, of the corporation as of the end of the fiscal year. (h) The principal changes in assets and liabilities. including trust funds, during the fiscal year. (c) The revenue or receipts or the corporation. both unrestricted and restricted to particular purposes. For the fiscal year. -I.' he expenses or disbursements of the corporation. for both general and restricted purposes, during the fiscal year. (e) Any information required by California Corporation Code Section 6322. ARTICI..F XVII CONSTRUCTION AND DEFINITIONS Unless. the context requires otherwise. the general provisions. rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these lay -Laws. Without limiting the generality of the above. the masculine gender includes the feminine and neuter. the singular number includes the plural. the plural number includes the singular. and the term "person" includes both the corporation and a natural person. ARTICLE XVIII AMENDMENTS New By -Laws may be adopted or these fay -Laws may be amended or repealed by approval of the Board of Governors, subject to the powers of directors set forth in Sections 5151, 5220, 5524, 5512, 5616. and 5813 of the California Corporation Code. 23 1537873v 8 (word) CERTIFICATE OF SECRETARY I. the undersiuned. certify that I am presently elected and acting Secretary of the BOYS' AND GIRLS' CLUBS OF INLAND NORTH COUNTY. a California nonprofit corporation. and the above By -Laws. consisting of 23 pa_es. are the By -Laws of this corporation as adopted at a meeting. of the Board of Governors held on April 10. 2002. and that these B\-Laws have not been amended or modified since that date. DATED: Executed in San Diego. California Siaron Pavne. Secretary" 1 537873v- 9 ( Word) 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 shalt 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. ACORD CERTIFICATE OF LIABILITY INSURANCE OP ID VL BOYS&-1 DATE (MM/DD/YYYY) 02/23/09 PRODUCER North County Insurance 350 W. 9th Ave. Suite 106 P. O. Box 907 Escondido CA 92033-0907 Phone:760-745-9511 Fax:760-745-9157 INSURED 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 # Boys & Girls Clubs of Inland North County 115 W. Woodward Avenue Escondido CA 92025-2638 INSURER A. Philadelphia Indemnity ins. Co INSURER 0 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. INSH LTR AUU NSR0 TYPE OF INSURANCE NUMBER POLICYEFTEZTIVE DATE (MMIDD/YY) POLICY EXPIRATIONPOLICY DATE (MMIDD/YY) LIMITS A X GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY PHPK327451 INCLUDED 07/01/08 07/01/09 EACH OCCURRENCE $ 1000000 X REMISESN (Ea occurence) s 100000 CLAIMS MADE X] OCCUR MED EXP (Any one person) $ 5000 X Improper Sexual PERSONALBADVINJURY S 1000000 conduct GENERAL AGGREGATE s 3000000 GEM_ AGGREGATE LIMIT APPLIES PER. PRODUCTS - COMP/OP AGG s 3000000 X 1 POLICY PRO- �F1 LOC A AUTOMOBILE LIABILITY I ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMP. $2000 DED PHPK327451 07/01/08 07/01/09 COMBINED SINGLE LIMIT (Eaaccident) $ 1000000 X BODILY INJURY (Per person) S X BODILY INJURY (Per accident) S X X PROPERTY DAMAGE (Per accident) X COLL. $2000 DED GARAGE `1 LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC . $ AUTO ONLY: AGG $ A EXCESS/UMBRELLA LIABILITY PHPK327451 07/01/08 07/01/09 EACH OCCURRENCE s4,000,000 J OCCUR L CLAIMSMADE DEDUCTIBLE RETENTION $ 10, 000 AGGREGATE S S S X $ COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes. describe under SPECIAL PROVISIONS below WC SWORKERS ORY LLIMMI C I TOR ITSS I ER E.L. EACH ACCIDENT Sr E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS *10 DAYS NOTICE IN THE EVENT POLICY IS CANCELLED FOR NON PAYMENT OF PREMIUM. CERTIFICATE HOLDER NAMED AS ADDITIONAL INSURED/GRANTOR AS RESPECTS TO ATTACHED PI-NP-003 ENDORSEMENT. CERTIFICATE HOLDER CANCELLATION THE CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD. NATIONAL CITY CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL * 30 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. Alf,)41RIZEE ES 1TA413tC ` ACORD 25 (2001/08) ©ACORD CORPORATION 1988 PI-NP-003 (9/03) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated Toss exposures are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy. Throughout this endorsement the words "you" and "your"refer to the Named Insured shown in the Declarations. The words "we", "us" and "our' refer to the Company providing this insurance. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE The following is a summary of the Limits of insurance and additional coverage provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. A. Medical Payments - Limit increased to $15,000; B. Supplementary Payments - Bail bonds increased to $2, 500/Loss of earnings increased to $500 each day: C Tenant's Legal Liability - for Fire, Lightning, Explosion, Smoke and Leaks from Sprinklers - Limit increased to $300,000; D. Broadened Definition of Who is An Insured: E. Amended Duties In The Event Of Occurrence, Claim Or Suit ; F. Broadened definition of Advertising injury - includes Televised Or Videotaped Publication; G. Amended definition of Bodily injury to include Mental Anguish; H Broadened definition of Personal Injury - includes Abuse of Process/discrimination; I. Amended Unintentional Failure To Disclose Hazards, J. Amended Liberalization Clause K. Added Employee Indemnification Defense Coverage — We will pay up to $25,000 in defense costs for an "employee" in a criminal proceeding (subject to established criteria) : L. "Property Damage" - Removed exclusion for "Property damage" resulting from the use of reasonable force to protect persons or property; M. Added blanket Additional Insured - Funding Source; N. Added blanket Additional Insured - Managers or Lessors of Premises; 0 Non -owned Watercraft - coverage length is increased to 58 ft.; Page 1 of 5 Includes copyright material of the Insurance Services Office. Inc used with its permission PI-NP-003 (9/03) A. Medical Payments If Medical Payments Coverage (Coverage C ) is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all the terms of Limits Of Insurance (Section III) to the greater of: a. $15,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2 The requirement in the Insuring Agreement of Coverage C., that expenses must be incurred and reported to us within "one year of the accident date is changed to " three years." 3 Exclusion a of Coverage C. at your option, does not apply to your volunteer workers or any person or organization under your direct supervision and control. B. Supplementary Payments In the Supplementary Payments - Coverages A. and B. provision: 1. The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day. C. Fire, Lightning, Explosion, Smoke and Leaks from Sprinklers If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word " fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: 1. The Limits Of Insurance section of the Declarations as the Fire Damage Limit. That limit: a is changed subject to all the terms of Limit Of Insurance (Section III) to the greater of: (1.) $300,000, or (2.) The amount shown in the declarations as the Fire Damage Limit. b Subject to a above is the most we will pay to all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. 2 The last paragraph of Coverage A (Section I) after the Exclusions: 3. Paragraph 6 of Limits of Insurance (Section III); 4 Paragraph b.(1)(b) of the Other Insurance Condition (Section IV); and 5 Paragraph a. of the definition of "insured contract" D. Who is An Insured Who is An Insured (Section II) is changed as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part. paragraph 4.a is changed to read: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. At the first Named Insured's option, your volunteer workers; and b. Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. c. At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. However, the insurance afforded by b. above is excess over any other insurance covering any person or organization under your direct control or supervision. d. If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. e. Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, the insurance afforded by e. above, for any organization and subsidiary thereof not named in the Declarations as a Named Insured, does not apply to injury or damage with respect to which an insured under this Coverage Part is also an insured under another policy. or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. Page 2 of 5 Includes copyright material of the Insurance Services Office. Inc used with its permission PI-NP-003 (9/03) E. Duties In The Event Of Occurrence, Claim Or Suit 1. The requirement in condition 2.a. (Conditions, Section IV) that you must see to it that we are notified as soon as practicable of an "occurrence' or an offense, applies only when the "occurrence" or offense is known to: (a) You, if you are an individual: (b) A partner, if you are a partnership; or (c) An executive officer or insurance manager, if you are a corporation. 2 The requirement in condition 2.b. that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to. (a) You, if you are an individual; (b) A partner, if you are a partnership: or (c) An executive officer or insurance manager. if you are a corporation. F. Advertising Injury - Televised Or Videotaped Publication 1. The definition of "Personal and advertising injury" items 14. (d),(e),(f) and (g) is changed to read: "Personal and Advertising injury" means injury arising out of one or more of the following offenses: d. Oral, written, televised or videotaped publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e Oral, written, televised or videotaped publication of material that violates a person's right of privacy: f. Missappropriation of advertising ideas or style of doing business: or g. Infringement of copyright, title or slogan. 2. Exclusions a.(2) and a.(3) of Coverage B., Personal And Advertising Injury Liability, are changed to read: a. (2) Arising out of oral, written, televised or videotaped publication of material, if done by or at the direction of the insured with knowledge of its falsity: a (3) Arising out of oral, written, televised or videotaped publication of material whose first publication took place before the beginning of the policy period. G. Bodily Injury - Mental Anguish The definition of "bodily injury" is changed to read. "Bodily Injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (item a. above) at any time. H. Personal Injury - Abuse Of Process/Discrimination If Personal and Advertising Injury Liability Coverage (Coverage B.) is not otherwise excluded from this Coverage Part: 1. The definition of "Personal and advertising injury" is changed by: a. Revising item b. of that definition to read: Malicious prosecution or abuse of process: b. Adding the following: "Personal Injury" also means discrimination based on race, color, religion. sex, age or national origin, except when: (1) Done intentionally by or at the direction of, or with the knowledge or consent of (a) Any insured: or (b) Any executive officer, director, stockholder, partner or member of the insured; or (2) Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured: or Page 3 of 5 includes copyright material of the Insurance Services Office. Inc used with its permission P1-NP-003 (9/03) (3) Directly or indirectly related to the sale. rental, lease or sub -lease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or (4) Insurance for such discrimination is prohibited by or held in violation of law, public policy. legislation, court decision or administrative ruling. The insurance afforded by H.1.b. above does not apply to fines or penalties imposed because of discrimination. I. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. J. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. K. Employee Indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS — COVERAGES A AND B the following is added: 3. We will pay on your behalf defense costs incurred by an "employee" in a criminal proceeding. However, you must have a prior written agreement with such "employee" whereby you agree to indemnify the "employee" for such defense costs and the agreement includes a provision for repayment of defense costs in the event of an adverse judgement. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the number of employees, claims or "suits" brought or persons or organizations making claims or bringing "suits." L. Extended "Property Damage" SECTION I — COVERAGES, COVERAGE A, 2. Exclusions a. is deleted and replaced by the following: a. Expected or intended Injury "Bodily Injury" or "Property Damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. M. Additional Insured- Funding Source Under SECTION II - WHO IS AN INSURED the following is addded: 5. Any person or organization with respect to their liability arising out of: a. Their financial control of you: or b. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. N. Additional Insured- Managers or Lessors of Premises Under SECTION II - WHO IS AN INSURED the following is added: 6. Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased to you subject to the following additional exclusions' This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises b. Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. 0. Non -owned Watercraft SECTION I — COVERAGES, 2.Exclusions, paragraph g. (2) is amended to read as follows: (2) A watercraft you do not own that is. Page 4 of 5 Includes copyrighl material of the Insurance Services Office. Inc used with its permission PI-NP-003 (9/03) (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. Page 5 of 5 Includes copyright material of the Insurance Services Office, Inc used with its permission WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY ADDITIONAL LOCATION ENDORSEMENT The additional Location(s) of the Insured is/are as follows: 1. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 4635 CLAIREMONT MESA BLVD SAN DIEGO, CA 92117 Inclusion Date: 06/01/08 2. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 6785 IMPERIAL AVE SAN DIEGO, CA 92114 Inclusion Date: 06/01/08 3. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 2230 EAST JEWETT SAN DIEGO, CA 92110 Inclusion Date: 06/01/08 4. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 2930 MARCY AVE SAN DIEGO, CA 92113 Inclusion Date: 06/01/08 5. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 16118 4S RANCH PARKWAY SAN DIEGO, CA 92127 Inclusion Date: 06/01/08 6. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 633 CAHUILLA BORREGO SPRINGS, CA 92004 Excluded Date: 06/01/08 7. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 835 W ISTH AVENUE ESCONDIDO, CA 92025 Inclusion Date: 06/01/08 8. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 12988 BOWRON ROAD POWAY, CA 92064 Inclusion Date: 06/01/08 Page 1 of 3 WC-00-99-05 (Ed. 05-95) INSURED COPY WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY ADDITIONAL LOCATION ENDORSEMENT (CONT) The additional Location(s) of the Insured is/are as follows: 9. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 622 E STREET RAMONA, CA 92065 Inclusion Date: 06/01/08 10. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 28751 COLE GRADE ROAD VALLEY CENTER, CA 92082 Inclusion Date: 06/01/08 11. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 630 CAHUILLA BORREGO SPRINGS, CA 92004 Inclusion Date: 06/01/08 12. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 3003 BEAR VALLEY PARKWAY ESCONDIDO, CA 92025 Inclusion Date: 06/01/08 13_ BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 1400 W. 9TH AVENUE ESCONDIDO, CA 92029 Inclusion Date: 06/01/08 14. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 2700 REED ROAD ESCONDIDO, CA 92025 Inclusion Date: 06/01/08 15. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 939 EAST MISSION AVENUE ESCONDIDO, CA 92025 Inclusion Date: 06/01/08 16. BOYS AND GIRLS CLUBS OF INL.AND NORTH COUNTY 925 LEHMER AVENUE ESCONDIDO, CA 92026 Inclusion Date: 06/01/08 Page 2 of 3 W C-00-99-05 (Ed. 05-95) INSURED COPY WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY ADDITIONAL LOCATION ENDORSEMENT (CONT) The additional Location(s) of the Insured is/are as follows: 17. BOYS AND GIRLS CLUBS OF INLAND NORTH COUNTY 1430 D AVENUE NATIONAL CITY, CA 91950 Inclusion Date: 01/01/09 Page 3 of 3 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Endorsement Effective 06/01/08 Insured BOYS AND GIRLS CLUBS OF GREATER SAN DIEGO Policy No. Z067361504 Policy Period 06/01/08 To 06/01/09 Issued On 02/09/09 WC-00-99-05 (Ed. 05-95) At San Diego. CA INSURED COPY ZENITH INSURANCE COMPANY 41 PRESIDENT Endorsement No. 15 Supercedes endt # 12 ACORD CERTIFICAtt OF LIABILITY INSURANC' OP IDBG BOYSA-1 DATE I*EH)O 3YYV) 03/13/09 PRODUCER G. S. Levine Insurance Services, Inc. 10505 Sorrento Valley Rd. #200 San Diego CA 92121 Phone: 858-481-8692 Fax: 858-481-7953 INSURED Boys & Girls Clubs of Inland North County 115 W. Woodward Avenue Escondido CA 92025 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 # INSURER A Zenith Insurance 13269 INSURER B )NSURER C INSUP ER D INSURER E COVERAGES THE ANY MAY ROLIC*S INSR —IRHIOOJ��pp LIR POLICIES REOUR0EMENT. PERTAIN AOGRCGATE - rIRD Y OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURE0 NAMED ABOVE FOR THE POLIC0 PERIO01DICAI TERM OR CONDITION OF ANY CONTRACT CAT OTHER OOCUME NT WITH RESPECT 10 WHICH THIS CERTIFICATE THE INSURANCE AFFORDED BT THE HO'.IC.S DES CREED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND LIMITS SHOWN Mx r HAVE BFEN PT Dr CEO 130 PAID CLAIMS - - —_ —' IYPE OF INSURANCE POLICY NUMBER E0 NO TWWAIST ANOINO MAY BE ISSUED 0R CONDITIONS OF SUCH POLICY EFFECTIVE POLICY EXPIRATION DATEIMMIOWYYI DATE MMCDTYY 1 1 LIMITS GENERAL LIABILITY COMMERCML GENERAL LIABILITY EACH OCCURRENCE I S DAMAGE TO RENT EO PREMISES TEA ouwSnpl f -- GEHL . __.I ICLAWS MADE II(j � OCCUR MED EXP IMFOIM peon) S PERSONAL 5000INJURY f 0ERERAL AGGREGATE - -- f ADORE GATE 1R11T APPLES PER POLICY r -I JECT F-1 LOC PRODUCTS • COMP/OP A00 S AUTOMOBILE a _ --� LIABILITY A Nr AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON•OWNED AUTOS COMBINED SINGLE LIMIT REF Eme*MI f BODILY INJURY (PH RT..) BOOBY INJURY )Pr purr.) f PROPERTY DAMAGE (Poor FccNAnll GARAGE LIABILITY ANY AUTO - � AUTO ONLY • EA ACC CENT S EA ACC 0041E THAN S AUTO 01IlV A00 f EXCESSAMIBRELIA LIABILITY OCCUR .AIMS MAD) DEDUCTIBLE RETENTION i EACHOCCURRE GCE f AGGREGATE f S S WORKERS COMPENSATION AND El/SLOVENS' L IA&L ITT ANY PRO01 )10TORNARTNERExECUiryE OFFICERATEMBER EXCLUDEDI SPE.MFL Pq SONS S.M. l(ll 2067361504 06/01/08 06/01/09 TH X I WC STAT4 OER TORY LMITS ER EL EACH ACCIDENT f 1000000 E L DISEASE • EA EMPLOYEE f 1000000 EL DISEASE •PGLICV LwIT S 1000000 OTHER DESCRIPTION OF OPERATIONS r LOCATIONS / VEHHICL FS r EXCLUSIONS ALOE D Br ENDORSETAEM / SpCV0 PROVISIONS Proof of Insurance Waiver of Subrogation applies to the Workers' Compensation. *10 days notice of cancellation applies for non-payment of premium. CERTIFICATE HOLDER CANCELLATION CITYNAT City of National City Attn: Carlos Aguirre 1234 National City Blvd. National City CA 92050 SHOUL0 ANY OF THE ABOVE DE SCRIBED POLICES BE CANCELLED BEFORE THE EXPPATION DATE THEREOF, THE TUMOR) INSURER WILL ENDEAVOR TO RAH NOTICE TO THE CERTECATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABRJTV' OF ANY KIND UPON THE INSURE R.ITS AGENTS OR REPRESENT AIIVES UE DD REPRESENT� 30* DAYS WRITTEN ACORD 25 (2001/08) © ACORD CORPORATION 1988 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 Ran 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: eg hael R. Dalla, City Clerk APPROVED AS TO FORM: George II. 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 AGENCY NAME / I OBJECTIVE CATEGORY / # ACTIVITY NAME f OUTCOME CATEGORY PUBLIC SERVICE ACTIVITIES 1 Integrity Charter School/ ICS Technology Enhancement 2 National City Host Lions Club/ National City Youth Enhancement 3 Community Youth Athletic Center/ Champs for Life Delinquency Prevention Program 4 Boys and Girls Clubs of National City/ Day Camp Program 5 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 / Availabili y-Accessibiliy $2,070,000 PROPOSED NUMBER TO BE SERVED CDBG FUNDING $40,000 $102,98 7 $87,480_ 104 Households 1000 Households 220 Individuals /5 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 Payrnent Suitable Living Environment / Availability -Accessibility $30,033 $50000 310,500 1 Public Facility Improvement $1,/59,500 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 AGENCY NAME / OBJECTIVE CATEGORY / ACTIVITY NAME OUTCOME CATEGORY AFFORDABLE HOUSING ACTIVITIES / Casa Familiar/Mitch Thompson/Don Countryman / National City Small Site Acquisition & Rehabilitation Program 8 Habitat for Humanity / 1441 Harding Ave (New In till Housing_ Construction) $1,200,000 HOME FUNDING Decent Housing / Affordability 18 Households )71 881 Decent Housing / Affordability 3 Households I $212,119 TOTAL FOR AFFORDABLE HOUSING ACTIVITIES _ $1,200,000 Fourth Program Year Action Plan (Amendment 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 e/)Cityrk of the City r National 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 (ITEM 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 30, 2009 Ms. Connie Alvarez Boys' and Girls' Club of Inland North County 115 W. Woodward Avenue Escondido, CA 92025 Dear Ms. Alvarez, On March 26th, 2009 an Agreement was entered between the City of National City and Boys' and Girl's Club of Inland North County. We are enclosing for your records a fully executed original agreement. Michael R. Dalla, CMC City Clerk Enclosure cc: Housing & Grants Department eReQeled Paper