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HomeMy WebLinkAbout2010 CON Community Youth Athletic Center - CDBG 10-11 Sub-RecipientSUBRECIPIENT AGREEMENT By and Between the City of National City and the Community Youth Athletic Center for the Champs for Life Diversion Program THIS AGREEMENT, entered this day of I 1 , 2010 by and between the City of National City (herein called the "Grantee") an the Community Youth Athletic Center (herein called the "Subrecipient.") WHEREAS, the Grantee has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds; NOW, THEREFORE, it is agreed between the parties hereto that; SCOPE OF SERVICE A. Activities: The Subrecipient will be responsible for administering the program titled, Champs for Life Diversion 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 Objectives: All activities funded with CDGB funds must meet one of the CDBG program's National Objectives: benefit low- and moderate -income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR 570.208 The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet the National Obiective of benefiting low- and moderate -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 include periods for performance. Refer to Exhibit A for levels of program services. D. Staffing: Subrecipient shall be responsible for staff and time to be allocated to each activity, as set forth in Exhibit A, attached hereto and incorporated herein. E. Performance Monitoring: The Grantee will monitor the performance of the Subrecipient against goals and performance standards as stated above. Substandard performance as determined by the Grantee will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME OF PERFORMANCE Services of the Subrecipient shall start on the lst day of July, 2010 and end on the 30th day of June of 2011 in the case of Public Services and in the case of Capital Improvements end on June 30, 2012. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Subrecipient remains in control of CDBG funds or other CDBG assets, including program income. III. BUDGET Any indirect costs charged must be consistent with the conditions of Paragraph VII (C)(2) of this Agreement. Subrecipient shall adhere to the budget breakdown, attached as Exhibit B and incorporated herein. Both the Grantee and the Subrecipient must approve any amendments to the budget in writing. Subrecipient Agreement Page 1 of 14 IV. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed Ten Thousand Dollars ($10,000.00). Drawdowns for the payment of eligible expenses shall be made against the line item budgets specified in Paragraph III herein and in accordance with performance. Expenses for general administration shall also be paid against the line item budgets specified in Paragraph III and in accordance with performance. Payments may be contingent upon certification of the Subrecipient's financial management system in accordance with the standards specified in 24 CFR 84.21. V. NOTICES Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this contract shall be directed to the following contract representatives: GNr nee Subrecipient Contact Person: Carlos Aguirre Contact Person: Carlos Barran Organization: City of National City Organization: Community Youth Athletic Center Address: 1243 National City Boulevard National City, CA 91950-4301 Address: 1018 National City Blvd National City, Ca 91950 Telephone: (619) 336-4391 Telephone: 619-474-2922 Email: caguirre@nationalcityca.gov Email: cyacboxing@sbcglobal.net VI. GENERAL CONDITIONS A. General Compliance: The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. "Independent Contractor": Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Subrecipient is an independent contractor. C. Hold Harmless: The Subrecipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Subrecipient's performance or nonperformance of the services or subject matter called for in this Agreement. Subrecipient Agreement Page 2 of 14 D. Workers' Compensation: The Subrecipient shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the Grantee and its elected officials, officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the Grantee or its elected officials, officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the Grantee under this Agreement. Insurance & Bonding: The Subrecipient, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies attached as Exhibit F: ❑ 1. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. 2. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). 3. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. 4. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of subrecipient's employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the Grantee. Said endorsement shall be provided prior to commencement of work under this Agreement. 5. The aforesaid policies shall constitute primary insurance as to the Grantee, its officers and employees, so that any other policies held by the Grantee shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the Grantee of cancellation or material change. 6. Said policies, except for the professional liability and workers' compensation policies, shall name the Grantee and its elected officials, officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. 7. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the Subrecipient shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. 8. Any aggregate insurance limits must apply solely to this Agreement. 9. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the National City Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. 10. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the National City Risk Manager. If the Subrecipient does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the Grantee may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 11. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the Grantee. The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall Subrecipient Agreement Page 3of14 purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Grantee. The Subrecipient shall comply with the bonding and insurance requirements of 24 CFR 84.31 and 84.48, Bonding and Insurance. F. Grantee Recoanition: The Subrecipient shall insure recognition of the role of the Grantee in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. G. Amendments: The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Subrecipient from its obligations under this Agreement. The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient. H. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this Agreement if the Subrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of funds provided under this Agreement; or 4. Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect. The Grantee shall have the right, in accordance with 24 C.F.R. 85.43, to terminate this Agreement immediately or withhold payment of invoice for failure of the SUB -RECIPIENT to comply with the terms and conditions of this Agreement. Should the Grantee decide to terminate this Agreement, after a full evaluation of all circumstances has been completed, the Subrecipient 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 Subrecipient has violated the terms and conditions of this Agreement, the Subrecipient may be required to: 1. Repay all monies received from the Grantee under this Agreement; and/or 2. Transfer possession of all materials and equipment purchased with grant money to the Grantee. In the case of early termination, a final payment may be made to the SUB -RECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to 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 Subrecipient Agreement Page 4 of 14 notice to the other party thirty (30) days prior to the effective date of any termination, in whole or part, for convenience. VII. ADMINISTRATIVE REOUIREMENTS A. Financial Management 1. Accounting Standards: The Subrecipient agrees to comply with 24 CFR 84.21-28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles: The Subrecipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non -Profit Organizations," or A-21, "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record Keeping 1. Records to be Maintained: The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; and g. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. 2. Retention: The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of four (4) years. The retention period begins on the date of the submission of the Grantee's annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the four-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four- year period, whichever occurs later. 3. Client Data: The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 4. Disclosure: The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the Grantee's or Subrecipient's responsibilities with respect to services provided under this contract, is prohibited by the State and for Federal law unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Close-outs: The Subrecipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining Subrecipient Agreement Page 5 of 11 the custodianship of records. Not withstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subrecipient has control over CDBG funds, including program income. 6. Audits & Inspections: All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning subrecipient audits and OMB Circular A-133. 7. Additional Documentation: Subrecipient agrees to provide a list of its Board of Directors, By -Laws, Exhibit "C", and any additional documents, as required in Exhibit "D," "E," and "F" attached and incorporated herein. C. Reporting and Payment Procedures 1. Program Income: The Subrecipient shall report quarterly all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this contract. The use of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Subrecipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to the Grantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the Grantee. 2. Indirect Costs: If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. 3. Payment Procedures: The Grantee will pay to the Subrecipient funds available under this Agreement based upon information submitted by the Subrecipient and consistent with any approved budget and Grantee policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Subrecipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Subrecipient. 4. Progress Reports: The Subrecipient shall submit regular Progress Reports to the Grantee in the form, content, and frequency as required by the Grantee. D. Procurement: 1. Compliance: The Subrecipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non - expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this Agreement. 2. OMB Standards: Unless specified otherwise within this agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR 84.40-48. Subrecipient Agreement Page 6of14 3. Travel: The Subrecipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this Agreement. E. Use and Reversion of Assets: The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. The Subrecipient shall transfer to the Grantee any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination. 2. Real property under the Subrecipient's control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement [or such longer period of time as the Grantee deems appropriate]. If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the Grantee an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the Grantee deems appropriate]. 3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee [an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment]. VIII. RELOCATION, REAL PROPERTY ACQUISITION AND ONE -FOR -ONE HOUSING REPLACEMENT The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at 49 CFR Part 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing the Residential Anti -displacement and Relocation Assistance Plan under section 104(d) of the HCD Act; and (c) the requirements in 24 CFR 570.606(d) governing optional relocation policies. [The Grantee may preempt the optional policies.] The Subrecipient shall provide relocation assistance to displaced persons as defined by 24 CFR 570.606(b)(2) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG- assisted project. The Subrecipient also agrees to comply with applicable Grantee ordinances, resolutions and policies concerning the displacement of persons from their residences. IX. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance: The Subrecipient agrees to comply with local and state civil rights ordinances here and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. 2. Nondiscrimination: The Subrecipient agrees to comply with the non- discrimination in employment and contracting opportunities laws, regulations, and Subrecipient Agreement Page 7 of 14 executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279. The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable. 4. Land Covenants: This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this contract, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Grantee and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. 4. Section 504: The Subrecipient agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. The Grantee shall provide the Subrecipient with any guidelines necessary For compliance with that portion of the regulations in force during the term of this Agreement. B. Affirmative Action 1. Approved Plan: The Subrecipient agrees that it shall be committed to carry out pursuant to the Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1966. The Grantee shall provide Affirmative Action guidelines to the Subrecipient to assist in the formulation of such program. The Subrecipient shall submit a plan for an Affirmative Action Program for approval prior to the award of funds, consistent with the policy in Exhibit "E", attached hereto and incorporated herein. 2. Women- and Minority -Owned Businesses (W/MBE): The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 3. Access to Records: The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 4. Notifications: The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the Subrecipient's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. Equal Employment Opportunity and Affirmative Action (EEO/AA) Statement: The Subrecipient will, in all solicitations or advertisements for Subrecipient Agreement Page sof14 employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions: The Subrecipient will include the provisions of Paragraphs X.A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors. C. Emolovment Restrictions 1. Prohibited Activity: The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. 2. Labor Standards: The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Grantee for review upon request. The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the Grantee pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 3. "Section 3" Clause a. Compliance: Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance provided under this contract and binding upon the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors. Failure to fulfill these requirements shall subject the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements. The Subrecipient further agrees to comply with these "Section 3" requirements and to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very low-income residents of Subrecipient Agreement Page 9 of 14 the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located." The Subrecipient further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to low- and very low-income persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. b. Notifications: The Subrecipient agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. c. Subcontracts: The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. D. Conduct 1. Assignability: The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee thereto; provided, however, that claims for money due or to become due to the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee. 2. Subcontracts: a. Approvals: The Subrecipient shall riot enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the Grantee prior to the execution of such agreement. b. Monitoring: The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. Subrecipient Agreement Page 10 of 14 c. Content: The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. d. Selection Process: The Subrecipient shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Grantee along with documentation concerning the selection process. 3. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 24 CFR 84.42 and 570.611, which include (but are not limited to) the following: a. The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. b. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. c. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency. 5. Lobbvinq: The Subrecipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and Subrecipient Agreement Page 1 I of 14 cooperative agreements) and that all Subrecipients shall certify and disclose accordingly: d. Lobbying Certification: This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 6. Copyright: If this contract results in any copyrightable material or inventions, the Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work or materials for governmental purposes. 7. Religious Activities: The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization. X. ENVIRONMENTAL CONDITIONS A. Air and Water: The Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: • Clean Air Act, 42 U.S.C. , 7401, et seq.; • Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; • Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special Flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). C. Lead -Based Paint: The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead -Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead -based paint. Such notification shall point out the hazards of lead -based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead -based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead -based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. D. Historic Preservation: The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. Sub] ecipient Agreement Page 12 of 14 XI. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XII. SECTION HEADINGS AND SUBHEADINGS The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. XIII. WAIVER The Grantee's failure to act with respect to a breach by the Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of the Grantee to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. XIV. INTERPRETATION OF THE AGREEMENT The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to the Grantee. The SUB -RECIPIENT shall be responsible for complying with all local, state, and federal laws whether or not said laws are expressly stated or referred to herein. Should any provision herein be found or deemed to be invalid, the Agreement shall be construed as not containing such revision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are severable. XV. ATTORNEY'S FEES In the event any legal action or proceeding is commenced to interpret or enforce the terms of, or obligations arising out of, this Agreement, or to recover damages for the breach thereof, the party prevailing in any such action or proceeding shall be entitled to recover from the non - prevailing party all reasonable attorney's fees, costs, and expenses incurred by the prevailing party. XVI. ENTIRE AGREEMENT This agreement constitutes the entire agreement and the attachments referenced below between the Grantee and the Subrecipient for the use of funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the Grantee and the Subrecipient with respect to this Agreement. ATTACHMENTS Exhibit A -Scope of Services Exhibit B-Budget Exhibit C-Board of Directors and Bylaws Exhibit D-Technical Assistance Materials Exhibit E-Affirmative Action Policy Exhibit F-Insurance Subrecipient Agreement Page 13 of 14 IN WITNESS WHEREOF, the Parties have executed this c ra'" .s. the date first written above. City of ational City Ron Morrison Mayor, City of National City APPR Clau G. Si va City Attorney ATTEST Michael Dalla City Clerk Youth Athleet'r Center , J .s :arra Executive Di Leticia Valdez Finance Director ctor Subrecipient Agreement Page 14 of 14 EXHIBIT A SCOPE OF SERVICES 1. The Champs 4 Life Diversion Program consists of the following activities: Overall Project Goal (Pleate list any additional goals or objectives on another page.) The Champs for Life Diversion Program goals are to improve the life opportunities and health of 750 youth. The program uses a client specific approach aimed at developing educational enrichment, physical fitness, and community awareness and pride. Objective #1 750 youth will participate in a physical fitness program, which will improve physical fitness, health, and wellness. Objective #2 187 program participants will receive onsite instruction, in an effort to improve educational performance. Obiective Build community awareness and pride to program participants through 10 CYAC sponsored Graffiti removal project Objective . 4 Lower recidivism among 60 juvenile probation youth referred to diversion program 2. The following lists the staff and time commitments to be allocated to activity listed above. Staff Member Name'and Title Hours Allocated Carlos Barragan, Executive Director 2,600 Carlos Barragan Sr., Athletic Director 1,040 Enrique Diaz, Fitness Instructor 780 Jessie Tanner, Fitness Instructor 780 3. Billing Method: Monthly Quarterly X 4. List the type of supporting documentation to be provided: • Quarter Report • Payroll Register • Time Sheet 5. List the major/key activity milestones: Major Activity Milestones Month 1 2 3 4 5 6 7 8 9 10 11 12 Program Implementation X 1st Quarter Evaluation & Reporting X Provide Program Services X X X X X X X X X X X CYAC/NCPD Female Self Defense Seminar X CYAC Amateur Boxing Event X 2"a Quarter Evaluation & Reporting X 3ra Quarter Evaluation & Reporting X Client Questionnaire X 4th Quarter Evaluation & Reporting X FY 2010-2011 Community Youth Athletic Center Budget Column A Budget Item Column B CDBG Request Column C Other Sources Column D List Name(s) of Other Sources Column E Total Budget Personnel (List Salaried Position Job Titles) Executive Director $10,000.00 $42,000.00 *Other Sources $52,000.00 Athletic Director 10,000.00 *Other Sources 10,000.00 (2) Boxing & Fitness Instructors 3,600.00 *Other Sources 3,600.00 Accountant 1,800.00 *Other Sources 1,800.00 Payroll Deductions 7,011.35 *Other Sources 7,011.35 Total Personnel $10,000.00 $64,411.35 $74,411.35 Personal Services (In -Kind) Resource Development Officer $2,880.00 **In -kind Contribution $2,880.00 Receptionist 3,840.00 **In -kind Contribution 3,840.00 Administrative Assistant 3,660.00 **In -kind Contribution 3,660.00 Total in Kind Services $10,380.00 $10,380.00 Operating Costs Supplies $4,225.00 *Other Sources $4,225.00 Auto Expenses 1,200.00 *Other Sources 1,200.00 Dues & Subscriptions 8,000.00 *Other Sources 8,000.00 Events 11,000.00 *Other Sources 11,000.00 Travel 6,00.0..0-0_ .- *Other Sources 6 000:00- Fundraising 4,378.00 *Other Sources 4,378.00 Insurance 9,000.00 *Other Sources 9,000.00 Professional Services 3,507.00 *Other Sources 3,507.00 Utilities 5,081.00 *Other Sources 5,081.00 Equipment Rental 4,000.00 *Other Sources 4,000.00 Property Tax 2,253.00 *Other Sources 2,253.00 Marketing 1,500.00 *Other Sources 1,500.00 Education Supplies 3,500.00 *Other Sources 3,500.00 Equipment 16,000.00 *Other Sources 16,000.00 Building Repairs 2,300.00 *Other Sources 2,300.00 Miscellaneous 4,000.00 *Other Sources 4,000.00 Total Direct Costs $85,944.00 $85,944.00 Budget Total $10,000.00 $160,735.35 $170,735.35 Exhibit C Board of Directors By -Laws Community Youth Athletic Center Board of Directors FY 2010-2011 President (3rd Term) Clemente Casillas South Bay Business Owner Secretary (2nd Term) Greg Thompson San Diego County Sheriff Department Patt Russell Judge & Referee State of California Athletic Commission Ernie Carrillo San Diego Sheriff Department Reyes Franco San Diego County District Attorney Office International Liaison David Soliven San Diego District Attorney's Office Gang Investigator Vice President (3rd Term) Victor Nunez Assistant District Attorney Treasurer (3rd Term) Vince Lopez San Diego County District Attorney Dr. Gerald Farrow Retired Medical Physician Anibal Solis San Diego Police Department (CYAC Alumni) Salvador Rivera Sycuan Resort & Casino Lilia Garcia, Esq Office of California Attorney General BYLAWS OF COMMUNITY YOUTH ATHLETIC CENTER a California Nonprofit Public Benefit Corporation ARTICLE I NAME The name of this corporation is COMMUNITY YOUTH ATHLET C CENTER ARTICLE II OFFICES SECTION 2.01. PRINCIPAL OFFICE The principal office for the transaction of the activities and ,affairs of the corporation ("principal office") is located at 2107 Wooden St. Ste. A San Diego California. The Board of Dire to County, rs ("the Board") may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on, these Bylaws opposite this section, or this section may be amended to state the new location. SECTION 2.02. OTHER OFFICES The Board may at any time establish branch or subor- dinaie offices at any place or places where the corporation is q alified to conduct its activities. ARTICLE III PURPOSES AND LIMITATIONS S"ECTION 301. PURPOSES This corporation is a nonprofit public benefit cor- porat on and is not organized for the private gain of any perso It is organized under the California Nonprofit Publi. Benefit Corporation Law for charitable and public pur- poses This corporation is organized exclusively for chari- table purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of .ny future United State Internal Revenue Law). Notwi.hstanding any other provision of these Bylaws, this corporation shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers —1— public benefit that are not in furtherance of the purposes of this cor- poration, and the corporation shall not carry on any other acti.vitlies not permitted to be carried on (i) by a cor- po ation exempt from Federal income tax under Section 50 (c)(3) of the Internal Revenue Code of 1986 (or, the co responding provision of any future United States Internal Re enue Law); (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). SECTION 3.02. LIMITATIONS (a) Political activity, No substantial part of the activities of this corporation shall consist of carrying on pro agenda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in (in luding the publishing or distributing of statements in con ection with) any political campaign on behalf of any can- did,:te for public office. (b) Property. The property, assets, profits and net income are dedicated irrevocably to the purposes set for h in Section 3.01 above. No part of the profits or net ear'ings of this corporation shall ever inure to the benefit of anv of sts Directors, trustees, officers, members (if any), employees, or to the benefit of any private i.nd'vidual. (c) Dissolution. Upon the winding up and dissolu- tia of this corporation, after paying or adequately pro- viding for the payment of the debts, obligations and liabili- ties of the corporation, the remaining assets of this cor- poration shall be distributed to a nonprofit fund, foundation or .orporation which i.s organized and operated exclusively for charitable purposes and which has established its tax- exem.t status under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future Unit d Law -2- public benefit ARTICLE IV MEMBERSHIP This corporation shall have no members. -2(a)- public benefit ARTICLE V DIRECTORS SECTION 5.01. POWERS (a) General corporate powers. Subject to the pro- visions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and any limitations of the Articles of Incorporation and of these Byla.s, the activities and affairs of the corporation shall be anaged, and all corporate powers shall be exercised, by or u der the direction of the Board. (b) Specific Powers. Without prejudice to these gene al powers, but subject to the same limitations, the Dire tors shall have the power to: (i) Appoint and remove, at the pleasure of the Boar:, all officers, agents and employees of the corporation; pres+ribe powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Byla s; and fix their compensation and require from them secu ity for faithful performance of their duties. (ii) Change the principal office or the prin- cipa business office in the State of California from one loca.ion to another; cause the corporation to be qualified to cond ct its activities in any other state, territory, depen- dency or country and conduct its activities within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting, including annual meetings. (iii) Adopt and use a corporate seal and alter the f.rm thereof. (iv) Borrow money and incur indebtedness on behal. of the corporation and_.cause to be executed and- deli-- -- vered for the purposes of the corporation, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities. ECTION 5.02. NUMBER AND SELECTION OF DIRECTORS AND RESTRICTIONS ON DIRECTORS (a) Authorized number. The authorized number of Direc ors shall be eight (8) Directors need not be resi- dents of the State of California. folios: (b) Selection. The Board shall be selected as -3- public benefit (i) Initial Directors. The initial Board mem- ber shall be elected by the incorporator(s) named in the corporation's Articles of Incorporation. (ii) Subsequent Directors. At the expiration or :•artier termination of the terms of office of the initial Directors, their successors shall be chosen by a majority vot of the members of the Board then in office, whether or not less than a quorum, or by a sole remaining Director. (c) Restrictions on Directors. Not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. An interested person is (1) any pers.n being compensated by the corporation for services ren- dereto it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise; and (2) any brother, sister, ancestor, descen- dant, spouse, brother-in-law, sister-in-law, son-in-law, daug ter -in-law, mother-in-law or father-in-law of such per- son. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any ransaction entered into by the corporation. A Director may of participate in any vote on any proposed transaction with another organization or entity of which such Director is also an employee, principal or Director. SECTION 5.03. TERM OF OFFICE OF DIRECTORS The Directors newly appointed or selected in accor- danc: with section 5.02(b) shall hold office for a term of one (1) year. SECTION 5.04. VACANCIES (a) Events causing vacancy. A vacancy or vacancies on t e Board shall exist on the occurrence of the following: (1) he death, removal, suspension or resignation of any Direc or; or (ii) the declaration by resolution of the Board of a vacancy in the office Of.__a __Direc-tor who- has been decla'ed of unsound mind by an order of court or convicted of a fel.ny or has been found by final order or judgment of any court to have breached a duty under sections 5230 and folio ing of the California Nonprofit Public Benefit Corpo ation Law. secti ten n Presi speci tive. State porat or Di e1 (b) Resignations. Except as provided in this sub- n, any Director may resign effective upon giving writ- .tice to the Chairman of the Board, if any, or the ent or the Secretary of the Board, unless such notice ies a later time for the resignation to become effec- Except upon notice to the Attorney General of the of California, no Director may resign when the cor- on would then be left without a duly elected Director ectors in charge of its affairs. -4- public benefit notic (c) Filling vacancies. Any vacancy on the Board shall be filled by vote of the remaining Directors, whether or of less than a quorum or by a sole remaining Director. (d) No vacancy on reduction of number of Directors. No eduction of the authorized number of Directors shall have the effect of removing any Director before the Director's ter of office expires. off des ti.o cor or par suc suc meet meet purp sact may Noti ECTION 5.05. PLACE OF MEETINGS; MEETINGS BY TELEPHONE Meetings of the Board shall be held at the principal ce of the corporation or at such other place as has been gnated by the Board. In the absence of any such designa- , meetings shall be held at the principal office of the oration. Any meeting may be held by conference telephone imilar communication equipment, so long as all Directors icipating in the meeting can hear one another, and all Directors shall be deemed to be present in person at meeting. SECTION 5.06. ANNUAL, REGULAR AND SPECIAL MEETINGS (a) Annual Meeting. The Board shall hold an annual ng in conjunction with the regularly scheduled Board ng in the month of February of each year for the se of organization, election of officers and the tran- on of other business; provided, however, that the Board ix another time for the holding of its annual meeting. e of this meeting shall not be required. (b) Other Regular Meetings. The Board shall hold at 1-ast (4) regular business meetings throughout the year; said meetings shall be held without call and on a date to be fixe by resolution of the Board; provided, however, any give monthly meeting may be dispensed with by majority vote of t e Board. Such regular meetings may be held without noti..e. c) Special Meetings. (i) Authority To Call. Special meetings of the :oard for any purpose may be called at any time by the Chair an of the Board, if any, the President or any Vice Presi..ent, or the Secretary or any two Directors. (i_i) Notice. a. Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: 1. by personal delivery of written -5- public benefit be ore or after the meeting. The waiver of notice or consent nerd not specify the purpose of the meeting. All such wa vers, consents and approvals shall be filed with the cor- po ate records or made a part of the minutes of the meetings. Notice of a meeting need not be given any Director who attends the meeting without protesting before or at its com- me cement the lack of notice to such Director. a an SECTION 5.09. ADJOURNMENT A majority of the Directors present, whether or not uorum is present, may adjourn any meeting to another time place. SECTION 5.10. NOTICE OF ADJOURNED MEETING Notice of the time and place of holding an adjourned meeting need not be given, unless the original meeting is adjourned for more than twenty-four (24) hours, in which case notice of any adjournment to another time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjourn- ment. SECTION 5.11. ACTION WITHOUT MEETING Any action required or permitted to be taken by the Boafd may be taken without a meeting, if all members of the Board consent in writing to that action. Such action by wri ten consent shall have the same force and effect as any oth-r validly approved action of the Board. Such written con ent or consents shall be filed with the minutes of the pro eedings .of the Board. For the purposes of this Section 5.1 only, "all members of the Board" shall not include Di.r:ctors who have a material financial interest in a trans- act on to which the corporation is a party. —6 (b) _ public benefit ARTICLE VI COMMITTEES SECTION 6.01. COMMITTEES OF THE BOARD The Board, by resolution adopted by a majority of the Directors then in office, may create one or more commit- tees, each consisting of two or more Directors, to serve at the •leasure of the Board. Appointments to committees of the Boarshall be by majority vote of the Directors then in offi e. The Board may appoint one or more Directors as alte nate members of any such committee, who may replace an abse t member at any meeting. Any such committee, to the exte t provided in the resolution of the Board, shall have all .f the authority of the Board, except that no committee, rega dless of Board resolution, may: -7- public benefit whi for the the Dir app Cal be sio oth mee mee the of mee the gove sion the Pres corp Chaff more and wi. th be h nor eith (a) fill vacancies on the Board or In any committee ch has the authority of the Board; (b) establish or fix compensation of the Directors serving on the Board or on any committee; (c) amend or repeal Bylaws or adopt new Bylaws; (d) amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable; (e) appoint any other committees of the Board or members of these committees; (f) approve any contract or transaction to which corporation is a party and. in which one or more of its ctors has a material financial interest, except as such oval is provided for in Section 5233(d)(3) of the fornia Corporations Code. SECTION 6.02. MEETINGS AND ACTIONS OF THE COMMITTEES Meetings and action of committees of the Board shall overned by, held and taken in accordance with the provi- s of Article V of these Bylaws, concerning meetings and r action of the Board, except that the time for regular i.ngs of such committees and the calling of special ings thereof may be determined either by resolution of Board or, if there i.s no Board resolution, by resolution he committee of the Board. Minutes shall be kept of each ing of any committee of the Board and shall be filed with corporate records. The Board may adopt rules for the nment of any committee not inconsistent with the provi- of these Bylaws or in the absence of rules adopted by oard, the committee may adopt such rules. ARTICLE VII OFFICERS SECTION 7.01. OFFICERS The officers of the corporation shall include a dent, a Secretary, and a Chief Financial Officer. The ration may also have, at the Board's discretion, a man of the Board, one or more Vice Presidents, one or assistant Secretaries, one or more assistant Treasurers, uch other officers as may beappointed in accordance Section 7.03 of these Bylaws. Any number of offices may ld by the same person, except that neither the Secretary he Chief Financial Officer may serve concurrently as r the President or the Chairman of the Board. -8- public beneti[ SECTION 7.02. ELECTION OF OFFICERS The officers of the corporation, except those app inted in accordance with the provisions of Section 7.03 of this Article VII, shall be chosen by the Board of Dir ctors, and each shall serve at the pleasure of the Board, subiect to the rights, if any, of an officer under any con ract of employment. SECTION 7.03. OTHER OFFICERS The Board may appoint and may authorize the Chairman of he Board or the President or another officer to appoint any other officers that the corporation may require, each of who shall have the title, hold office for the period, have the authority and perform the duties specified in the Bylaws or .'etermined from time to time by the Board. SECTION 7.04. REMOVAL OF OFFICERS Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or ithout cause, by the Board of Directors, or, except in cas of an officer chosen by the Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors. corp corp part SECTION 7.05. RESIGNATION OF OFFICERS Any officer may resign upon written notice to the ration without prejudice to the rights, if any, of the ration under any contract to which the officer is a SECTION 7.06. VACANCIES IN OFFICE A vacancy occurring in any office because of death, resination, removal or other cause, shall be filled in the mann rprescribed in_ .theseBy1.aws for regular appointments to_ that office. Boar Boar duti is n Chie of t Byla SECTION 7.07. RESPONSIBILITIES OF OFFICERS (a) Chairman of the Board. If a Chairman of the is elected, he or she shall preside at meetings of the and shall exercise and perform such other powers and s as the Board may assign from time to time. If there President, the Chairman of the Board shall also be the Executive Officer and shall have the powers and duties e President of the corporation prescribed by these s. -9- public benefit (b) President/Chief Executive Officer. Subject to the control and supervision of the Board, the President shall be the Chief Executive Officer and general manager of the co poration and shall generally supervise, direct and control th activities and affairs and the officers of the cor- po ation. The President, in the absence of the Chairman of th_ Board, or if there be none, shall preside at all meetings of the Board. The President shall have such other powers and duties as may be prescribed by the Board or these Bylaws. (c) Vice Presidents. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank, shall perform all of the duties of the President, and, when so acting, shall have all the powers of and be sub- ject to all of the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board or the Bylaws. or pla mee Boa at the If als ber cee (d) Secretary. (i) Book of minutes. The Secretary shall keep cause to be kept, at the principal office or such other e as the Board may direct, a book of minutes of all ings and actions of the Board and of committees of the d. The Secretary shall also keep, or cause to be kept, he principal office in the State of California, a copy of Articles of Incorporation and Bylaws, as amended to date. he corporation is one having members, the Secretary shall maintain a complete and accurate record of the mem- hip of the corporation, as well as a record of the pro- ings of all meetings of the membership. (i.i) Notices, seal and other duties. The Secretary shall give, or cause to be given, notice of all mee.i.ngs of the Board and of committees of the Board required by hese Bylaws to be given. The Secretary shall keep the sea of the corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws. (e) Chief Financial Officer. (i) Books of account. The Chief Financial Offi er of the corporation shall keep or maintain, or cause to •e kept or maintained, adequate and correct books and acco nts of the properties and transactions of the cor- pora ion, and shall send or cause to be sent to the Directors such financial statements and reports as are required by law or t ese Bylaws to be given. The books of account shall be open to inspection by any Director at all reasonable times. -10- public benefit (ii) Deposit and disbursement of money and val ables. The Chief Financial Officer shall deposit all mon y and other valuables in the name and to the credit of the corporation with such depositories as may be designated by he Board, shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President or Chairman of the Board, if any, when requested, an account of all transactions as Chief Financial Officer and of the finan- cial condition of the corporation and shall have other powers and perform such other duties as may be prescribed by the Boaror the Bylaws. (iii) Bond. If required by the Board, the Chief Fine cial Officer shall give the corporation a bond in the amou t and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for rest ration to the corporation of all its books, papers, vouc ers, money and other property of every kind in the poss-ssion or under the control of the Chief Financial Offi er upon death, resignation, retirement or removal from offi e. ARTICLE VIII INDEMNIFICATION AND INSURANCE SECTION 8.01. INDEMNIFICATION (a) Right of Indemnity. To the full extent per - mitt d by law, this corporation shall indemnify its Dire tors, officers, employees and other persons described in Sect on 5238(a) of the California Corporation Code, including persons formerly occupying any such position, against all expe ses, judgments, fines, settlements and other amounts actu.11y and reasonably incurred in connection with any "pro.eeding", as that term is used in such Section and incl ding an action by or in the right of the corporation, by reas.n of the fact that such person is or was a person_ desc ibed by such Section. "Expenses' as used in this Byla , shall have the same meaning as in Section 5238(a) of the salifornia Corporation Code. (b) Approval of Indemnity. Upon written request to the :oard by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporation Code, the Board shall promptly determine in accordance with Section 5238(e) of the Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indem- nification. If the Board cannot authorize indemnification becau e the number of Directors who are parties to the pro- ceediig with respect to which indemnification is sought is such s to prevent the formation of a quorum of Directors who are n t parties to such proceeding, the Board or the attorney -11- public benefit or other person rendering services in connection with the de'ense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) ha- been met. (c) Advancement of Expenses. To the full extent pe itted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person see ing indemnification under these Bylaws in defending any pro eeding covered by these Bylaws shall be advanced by the cor.oration prior to the final disposition of the proceeding upo receipt by the corporation of an undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be 'ndemnifi.ed by the corporation therefor. SECTION 8.02. INSURANCE The corporation shall have the right to purchase and mai tain insurance to the full extent permitted by law on beh.-lf of its officers, Directors, employees and other agents of he corporation, against any liability asserted against or inc rred by an officer, Director, employee or agent in such cap -city or arising out of the officer's, Director's, emp oyee's or agent's status as such. acco ARTICLE IX RECORDS AND REPORTS SECTION 9.01. MAINTENANCE OF CORPORATE RECORDS The corporation shall keep: (a) Adequate and correct books and records of (b) Minutes in written form of the proceedings of the :oard and committees of the Board. (c) If applicable, a record of -its members, giving thei names and addresses and the class of membership held. SECTION 9.02. INSPECTION BY DIRECTORS reas of e and insp or a to co Every Director shall have the absolute right at any nable time to insoect all books, records and documents ery kind and the physical properties of the corporation he records of each of its subsidiary corporations. This ction by a Director may be made in person or by an agent torney, and the right of inspection includes the right •y and make extracts of documents. -12- public benefit SECTION 9.03. ANNUAL REPORT Except as provided under Section 6321(c)(d) or (f) of the California Corporations Code, not later than one hundred twenty (120) days after the close of the fiscal year of the corporation, the Board shall cause an annual report to be sent to all members of the Board. Such report shall con- tai the following information in reasonable detail: (i) The assets and liabilities, including the tru_t funds, of the corporation as of the end of the fiscal yea . (ii) The principal changes in assets and liabi- lit es, including trust funds, during the fiscal year. (iii) The revenue or receipts of the corporation, bot unrestricted and restricted to particular purposes, for the fiscal year. (iv) The expenses or disbursements of the cor- por.tion, for both general and restricted purposes, during the fiscal year. (v) Any information required by Section 9.04. SECTION 9.04. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS The corporation shall prepare annually and furnish to -ach director a statement of any transaction or indem- nification of the following kind within one hundred twenty (120) days after the close of the fiscal year of the cor- poration: pare Dire sidi side fina thou acti over (a) Any transaction to which the corporation, its t or its subsidiary was a party, and in which any for or officer of the corporation, its parent or sub- ry (but mere common director -ship shall not be con- ed such an interest) had a direct or indirect material cial interest, if such transaction involved over fifty and dollars ($50,000), or was one of a number of trans- ns with the same person involving, in the aggregate, fifty thousand dollars ($50,000). (b) Any indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the fisc 1 year to any officer or Director of the corporation purs ant to Section 8.01 hereof. The statement shall include a brief description of the ransaction, the names of the Director(s) or officer(s) invo ved, their relationship to the corporation, the nature -13- public benefit of such persons interest in the transaction and, where pr.cticable, the amount of such interest; provided, that in th case of a partnership in which such person is a partner, on y the interest of the partnership need be stated. ARTICLE X CONSTRUCTION AND DEFINITIONS Unless the context otherwise requires, the general pro isi.ons, rules of construction and definitions in the California Nonprofit Public Benefit Corporation Law shall gov-rn the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular and the term "person" includes both a legal entity and a natural person. -14- public benefit ARTICLE XI AMENDMENTS SECTION 11.01. ACTION BY THE BOARD The Bylaws may be amended or repealed and new Bylaws may by adopted by a majority vote of the Board. SECTION 11.02. LIMITATIONS ON AMENDMENT OF BYLAWS Where any provision of these Bylaws requires the vot of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, ame ded or repealed except by the vote of such greater num.er. No amendment may extend the term of a Director beyo d that for which such Director was elected. SECTION 11,03. MAINTENANCE OF RECORDS true cert Byla reco corp /// /// /// The Secretary of the corporation shall see that a and correct copy of all amendments of the Bylaws, duly 'fied by the Secretary, is attached to the official is of the corporation and is maintained with the official ds of the corporation at the principal office of the ration. -15- public benefit CERTIFICATE OF SECRETARY I, the undersigned, certify that S am the presently ele zed and acting Secretary of Community Youth Ath etic Center , a California Nonprofit Pub is Benefit Corporation, and the above Bylaws, are the Eyl:ws of this corporation as adopted at a meeting of the Boat d of Directors held on November 7, , 19 97. Cal Executed on November 7, forni_a. public benefit 19 97 at San Diego , PAGE INSERTS FOR CALIFORNIA NONPROFIT CORPORATION WITH MEMBERS ARTICLE IV SECTION 4.01. QUALIFICATIONS AND RIGHTS OF MEMBERSHIP (a) C1a_ aea and Ouat,. This corporation sha 1 have one or more classes of members, consisting of per ons dedicated to the purposes of this corporation, who mee other qualifications for membership, as the Board may det_rmine shall be eligible for membership on approval of the membership application by the Board and on timely pay- ment of such dues and fees as the Board may fix from time to time. memb as s on t of t any Corp tion prof repe Cali shal Nonp 0 (b) Voting Members. The members of the classes of rship having voting rights shall be entitled to vote, t forth in these Bylaws, on the election of Directors, e disposition of all or substantially all of the assets e corporation, on any merger and its principal terms and mendment of those terms, on any election to dissolve the ration, on an amendment to the Articles of Incorpora- except as dtherwise specified in the California Non- t Corporations Law; and on the adoption, amendment or ] of these Bylaws, except as otherwise specified in the ornia Nonprofit Corporations Law. In addition, members have all rights afforded members under the California ofit Corporation Law. (c) Other Person Associated with the Corporation. The .orpo.ration may refer to persons of certain nonvoting class or other persons or entities associated with t it as "memb-rs," even though those persons or entities are not voting members as set forth in Section 4.01 of these Bylaws, but no such reference shall constitute anyone a member within the eaning of the California Nonprofit Corporations Code unlesthat person or entity shall have qualified for a voting membership under Section 4.01(b) of these Bylaws. Refer noes in these Bylaws to members shall mean members as dcfin:d in the California Nonprofit Corporations Code and as set forth in Section 4.01(b) of these Bylaws. By amendment of these Bylaws, the corporation may grant some or all the -right of a member of any class, as set forth in these Bylaw , Lo any person or entity that does not have the right to vote on any of the matters specified in Section 4.01(b) of these Bylaws, but no such person or entity shall be a member within the meaning of the California Nonprofit Corporations Code. SECTION 4.02, DUES, FEES, AND ASSESSMENTS Each member must pay, within the time and on the ccndit ons set by the Board, the dues, fees, and assessments in arno nts to be fixed from time to time by the Board. The dues, ees, and assessments shall be equal for all members of each c ass, but the Board may, in its discretion, set differ- ent du•s, fees, and assessments for each class. -- 2 (a) - MEMBERSHIP and not ter SECTION 4.03. GOOD STANDING Those members who have paid the required dues, fees, assessments in accordance with these Bylaws and who are suspended shall be members in good standing. SECTION 4.04. TERMINATION AND SUSPENSION OF MEMBERSHIP (a) Causes of Termination. A membership shall inate on occurrence of any of the following events: (i) Resignation of the member, on reasonable notice to the corporation; (ii) Expiration of the period of membership, unl:ss the membership is renewed on the renewal terms fixed by the Board; Failure of the member to pay dues, fee-, or assessments as set by the Board within the period of tim■ set by the Board after they become due and payable; (iv) Occurrence of any event that renders the member ineligible for membership, or failure to satisfy mem- ber hips qualifications; or (v) Expulsion or suspension of the member pur-cant to Sections 4.04(b) and 4.04(c) of these Bylaws. sus the per tha to eng the . (b) Suspension of Membership. A member may be ended, under Section 4.04(c) of these Bylaws, based on good faith determination by the Board, or a committee or on authorized by the Board to make such a determination, the member has failed in a material and serious degree bserve the rules of conduct of the corporation or has ged in conduct materially and seriously prejudicial to purposes and interests of the corporation. A person whose membership is suspended shall not be a member during the period of suspension. (c) Procedure for Expulsion or Suspension. If gro nds appear to exist for expulsion or suspension of a member, the procedure set forth below shall be followed: pri rea sha vid by dre r. (I) The member shall be given fifteen (15) day's r notice of the proposed expulsion or suspension and the ons for the proposed expulsion or suspension. Notice 1 be given by any method reasonably calculated to pro - actual notice. Any notice given by mail shall be sent irst-class or registered mail to the member's last ad- s as shown on the records of the corporation. -2 (b) - MEMBERSHIP (ii) The member shall be given an opportunity to be heard, either orally or In writing, at least five (5) da. 's before the effective date of the proposed expulsion or suspension. The hearing shall be held, or the written state - me t considered, by the Board or by a committee or person auuhori.zed by the Board to determine whether the expulsion or su pension should take place. (i.i.i) The Board, committee, or person shall de ide whether or not the member should be suspended, ex elled, or sanctioned in some other way. The decision of th Board, committee, or person shall be final. (iv) Any action challenging an expulsion, suspension, or termination of membership, including a claim all ging defective notice, must be commenced within one year aft-r the date of the expulsion, suspension, or termination. • . SECTION 4.05. TRANSFER OF MEMBERSHIPS A membership or any right arising from membership may be transferred to another person meeting the quali.fica- ti.os set forth in Section 4.01(a) of these Bylaws only on the approval of the Board. No member may transfer a mem- ber.hip or any right arising from it for value. The Board may by resolution impose transfer fees or other conditions on the transferring party as i.t deems fit, provided those fees and conditions are the same for similarly situated members. Sub ect to these Bylaws, all rights of membership cease on the member's death or dissolution.. SECTION 4.06. MEETINGS OF MEMBERS (a) Place of Meeting. Meetings of the members shall be held at any place within or outside California designated by the Board. In the absence of any such designa- tion, members' meetings shall be held at the principal office of t e corporation. (b) Annual Meeting. An annual meeting of members shalt be held on the first of of each year at o'clock, unless the Board fixes another date or time and so notifies members as provided in Section 4.06(d) of ■hese Bylaws. If the scheduled date falls on a legal holii;ay, the meeting shall be held the next full business day. At this meeting, Directors shall be elected and any othe proper business may be transacted, subject to the notice requirements of Section 4.06(d)(i.i) of these Bylaws. (c) Special Meetings. A special meeting of the members may be called for any lawful purpose by a majority vote of the Board or by the President or by five percent (5%) -2(c)- MEMBERSHIP or per sha nat mit or The giv dan mee Boa lea aft wit per tic ing, mem+ ore of the members. A special meeting called by any .on(s) (other than the Board) entitled to call a meeting l be called by written request, specifying the general re of the business proposed to be transacted, and sub- ed to the Chairman of the Board, if any, or the President :ny Vice President or the Secretary of the corporation. officer receiving the request shall cause notice to be n promptly to the members entitled to vote, in accor- e with Section 4..06(d) of these Bylaws, stating that a ing will be held at a special time and date fixed by the d, provided, however, that the meeting date shall be at t thirty-five (35) but no more than ninety (90) days r receipt of the request. If the notice is not given in twenty (20) days after the request is received, the on or persons requesting the meeting may give the no- . Nothing in this Section shall be construed as limit - fixing, cr affecting the time at which a meeting of ers may be held when the meeting is called by the Board. No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting. (d) Notice $Pquirements for Members' Meetings. (i) n raj Not,_c_ e.cwi m �i s . Whenever members are equired or permitted to take any action at a meeting, a writ _en notice of the meeting shall be given, in accordance with Section 4.06(d) of these Bylaws, to each member en- titl d to vote at the meeting, The notice shall specify the plat:_, date, and hour of the meeting and, (1) for a special meet ng, the general nature of the business to be trans- acte.;, and no other business may be transacted, or (2) for the .nnual meeting, those matters that the Board, at the time noti+e is given, intends to present for action by the mem- bers, but any proper matter may be presented at the meeting. The notice of any meeting at which Directors are to be elected or w itten ballots distributed for the election of Directors shal include the names of all persons who are nominees when the otice or the ballot is given. (ii) Notice of Certain Agenda Items. Ap- proval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is v-lid only if the notice or written waiver of notice statethe general nature of the proposal or proposals: a. Removing a Director without cause; b. Filling vacancies on the Board; c. Amending the Articles of In corporation; or d. Electing to wind up and dis- solve the corporation. -2 (d) - MEN.BERSHIP mee lea the son by sha add of por dee tha ten car new pri • (iii.) Manner of Giving Notice. Notice of any ing of members shall be in writing and shall be given at t ten (10) days but no rnore than ninety (90) days before meeting date. The notice shall be given either per- lly or by first-class, registered, or certified mail, or ther means of written communication, charges prepaid, and 1 be addressed to each member entitled to vote, at the ess given by the member to the corporation for purposes otice. If no address appears on the books of the cor- tion and no address has been so given, notice shall be ed to have been given if either (1) notice is sent to member by first-class mail or telegraphic or other writ - communication delivered to the principal office of the oration or (2) notice is published at least once in a paper of general circulation in the county in which the cipal office is located. (iv) Affidavit of Mailing Notice. An affida- vit of the mailing of any notice of any members' meeting, or of the giving of.such notice by other means, may be executed by :he Secretary, assistant Secretary, or any transfer agent of he corporation, and if so executed, shall be filed and maintained in the minute book of the corporation. (e) Quorum. (i) Number Required. One-third (1/3) of the voting members, present in person, shall constitute a quorum for the transaction of business at any meeting of members; pro ided, however, that the only matters that may be voted on at ..ny special or annual meeting actually attended by less than one-third (1/3) of the voting power are matters the general nature of which was disclosed in advance to the mem- bers by written notice pursuant to Article IV, Section 4.06(d) of these Bylaws. (ii) Loss of Quorum. The members present at a duly called or held meeting at which a quorum i.s presented may continue to transact business until adjourned, even if enou►h members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at leas a majority of the members required to constitute a quor m. (f) Adjournment and Notice of Adjourned Meetings. Any embers' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the embers represented at the meeting, either in person or by pLoxy. No meeting may be adjourned for more than forty- five (45) days. When a members' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting --2(e)- i4EM5ERSHIP is .,djourned are announced at the meeting at which adjourn - men i is taken. If after adjournment a new record date is fix:d for notice or voting, a notice of the adjourned meeting sha.:1 be given to each member who, on the record date for not ce of the meeting, is entitled to vote at the meeting. At the djourned meeting, the corporation may transact any business thamight have been transacted at the original meeting.' (g) Voting. (i) Eligibility to Vote. Subject to the pro isions of the California Nonprofit Corporation Law, the onl persons entitled to vote at any meeting of members shall be oting members who are in good standing as of the record date determined pursuant to Section 4,.08 of these Bylaws.. (ii) Manner. of Casting Votes. Voting may be by oice or ballot, except that any election of Directors must be by ballot if demanded by any member at the meeting before the voting begins. shal to perm (iii) Voting. Each member entitled to vote be entitled to cast one vote on each matter submitted vote of the members. Cumulative voting shall not be tted. (iv) Approval by Ndijority Vote,. If a quorum is p esent, the affirmative vote of a majority of the voting pcwe represented at the meeting, entitled to vote and vot- ing .n any matter, shall be the act of the members, unless the ote of a greater number, or voting by classes, is re- qui.r:d by the California Nonprofit Corporation Law or by the rticles of Incorporation. (h) Waiver of Notice or Consent by Absent Members. (i) Written Waiver or Qonsent. The transac- tion- of any meeting of members, however called or noticed and herever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (1) a is present either in person or by proxy, and (2) before or after the meeting, each member entitled to vote, not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the'minutes of the meeting, The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of members,except that if action is taken or proposed to be taken for approval of any of those matters specified in Sec- tion 4.06(d) (ii) the waiver of notice, consent, or approval shall state the general nature of the proposal. All such quorum either -2(f)- MEMBERSHIP wa vers, consents, or approvals shall be filed with the cor- po ate records or made a part of the minutes of the meeting. (ii) Waiver by Attendance. A member's attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting, unless the member objects at the be inning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be in- clu ed in the notice of the meeting but not so included, if that objection is expressly made at the meeting. SECTION 4.07. ACTION WITHOUT A MEETING (a) Action by Unanimous Written Consent. Any action required or permitted to be taken by the members may be aken without a meeting, if all members consent in writing to 'he action. The written consent or consents shall be filed in he corporate minute book. Any abtions taken by written consent shall have the same force and effect as the unanimous vot of the members. (b) Action by Written Ballot Without a Meeting. Any action that may be taken at any meeting of members may be tak n without a meeting by written ballot complying with Section 4.07(b) (i) and (ii) of these Bylaws. (i) Solicitation of Written Ballots. The corporation shall distribute one written ballot to each mem- ber entitled to vote on the matter. Such ballots shall be mailed or delivered in the manner required by Section 4.06(d) (iii) of these Bylaws. All solicitations of votes by written ballot shall (1) indicate the number of responses needed to meet the quorum requirement; (2) with respect to ballots other than for election of Directors, state the percentage of approvals necessary to pass the measure or measures; (3) with respect to ballots for election of Directors, state the name of each nominee; and (4) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (1) set forth the proposed action; (2) prov de the members an opportunity to specify approval or disa;►proval of each proposal; and (3) provide a reasonable time within which to return the ballot to the corporation, spec fying the address to which the ballot is to be sent. If the orporation has one hundred (100) or more members, any writ en ballot distributed to ten (10) or more members shall provide, subject to reasonable specified conditions, that if the ,erson solicited specifies a choice with respect to any such matter, the vote shall be cast in'accordance with that spec'fication. In any election of Directors, a written ballot which is marked by a member "withhold" or is otherwise marked in a manner indicating that authority to vote is with eld, shall not be voted. -2 (g) - MEMBERSHIP (ii? Number of Votes and Approvals Required. Ap- proval by written ballot shall be valid only when (1) the number of votes cast by ballot (including those ballots that are marked "withhold" cr otherwise indicate that authority to vote is withheld) and received within the time specified equals or exceeds the quorum required to be present at a mee ing authorizing the action, and (2) the number of ap- pro als equals or exceeds the number of votes that would be req fired for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by wri ten ballot without a meeting rev+ked. (iii) Revocation. A written ballot may not be (iv) Filing. All written ballots shall be filed wit the Secretary of the corporation and maintained in the corporate records for at least two (2) years. SECTION 4.08. RECORD DATE FOR NOTICE, VOTING, WRITTEN BALLOTS, AND OTHER ACTIONS (a) Record Data Determined by Boartj. For purposes of aetermining which members are entitled to receive notice of ny meeting, to vote, or to give consent to corporate action without a meeting, the Board of Directors may fix, in adv.nce, a "record date," which shall not be more than sixty (60) nor fewer than ten (10) days before the date of any such meeting, nor more than sixty (60) days before any such action without a meeting. Only members of'record on the date so fixed are entitled to notice, to vote, or to give consents, as the case may be, notwithstanding any transfer of any membership on the books of the corporation after the record day, except as otherwise provided in the Articles of Incor- pora ion, by agreement, or in the California Nonprofit Cor- pora ion Law. (b) $ecord nate__.Not Determined By Board (i) Record Date F r Notice Or Voting. If not othe wise fixed by the Board, the record date for determin- ing iembers entitled (1) to receive notice of, or to vote at, a meting of members shall be the next business day preceding the aay on which notice is given or, if notice is waived, the busi ess day preceding the day on which the meeting is held. (ii) Record Date For Actiop By Written Ballot. If not therwise fixed by the Board, the record date for deter - mini g those members entitled to vote by written ballot shall be o the day on which the first written ballot is mailed or soli ited. -2(h)- MEMBERSHIP (ill) Record Date for Written Consent to Ac- •. .• u �',. Unless fixed by the Board, the record date for determining those members entitled to vote by ritten consent on corporate action without a meeting, whe no prior action by the Board has been taken, shall be the day on which the first written consent is given. When prior action of the Board has been taken, it shall be the day on hich the Board adopts the resolution relating to that act on, (iv) Record Date For Other Artinn5.. If not otherwise fixed by the Board, the record date for determin- ing members entitled to exercise any rights with respect to any other lawful action shall be on the date on which the Board adopts the resolution relating to that action, or the six.ieth (60th) day before the date of that action, which - eve • is later. (c) Definition of "Members of Record" For pur- pos..s of this Section 4.08, a person holding a voting member- shiat the close of business on the record date shall be a member of record. shal more pers prox on t tran atto has dist oppo prov matt cond with acco rect othe vote vote SECTION 4.09. PROXIES (a) Right of Members. Each member entitled to vote have the right to do so either in person oz by one or agents authorized by a written proxy, signed by the n and filed with the Secretary of the corporation. A shall be deemed signed if the member's name is placed e proxy (whether by manual signature, typewriting, telegraphic mission, or otherwise) by the member or the member's ney-in-fact. (b) Form of Solicited Proxies. If the corporation one hundred (100) or more members, any form of proxy ibuted to ten (i0) or more members shall afford an tunity on the proxy to specify a choice between ap- 1 and disapproval of each matter or group of related rs, and shall provide, subject to reasonable specified tions, that when the person solicited specifies a choice respect to any such matter, the vote shall be cast in dance with that specification. In any election of Di- rs, any form of proxy that a member marks "withhold," or wise marks in a manner indicating that authority or for the election of Directors is withheld, shall not be either for or against the election of a Director. (c) Reauiremerlt That General Nature of Subject of S - •. Any proxy covering matters for which a vote of t e members is required, including amendments of the Ar- ticles of Incorporation or Bylaws changing voting rights; remo al of Directors without cause; filling vacancies on the -2(i)- MEMBERSHIP Bo-rd of Directors; the sale, lease, exchange, conveyance, tr-nsfer, or other disposition of all or substantially all of the corporate assets, unless the transaction is in the usual and regular course of the activities of the corpora- tion; the principal terms of a merger or the amendment of a merger agreement; or the election to dissolve the corpora- tion, shall not be valid unless the proxy sets forth the gen-ral nature of the matter to be voted on or, with respect to an election of Directors, the proxy lists those who have bee, nominated at the time the notice of the election is giv-n to the members. (d) Bevocability. A validly executed proxy shall con inue in full force and effect until: (i.) revoked by the member executing it, before the vot is cast under that proxy, (A) by a writing delivered to the corporation sta ing that the proxy is revoked, or (B) by a subsequent proxy executed by that mem er and presented to the meeting, or (C) as to any meeting, by that member's per- sonal attendance and voting at the meeting; or (ii) written notice of death or incapacity of the mak r of the proxy is received by the corporation before the vot under that proxy is counted, provided, however, that no pro y shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy, except that the maximum term of a proxy shall be three (3) years from the date of execution. A proxy may not •e irrevocable. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the California Nonprofit Corporations Code. SECTION 4.10. ELECTION OF DIRECTORS (a) Nominations by Committee. The Chairman of the Boar•, or the President if there is no Chairman, shall ap- poin a committee to select qualified candidates for elec- tion to the Board at least ninety (90) days before the date of a y election of Directors. This nominating committee shall make its report at least sixty (60) days before the date of the lection or at such other time as the Board of Directors may et and the Secretary shall forward to each member, with the otice of meeting required by these Bylaws, a list of all cand dates nominated by committee under this Section. MEMBERSHIP pal 111 2. by first-class mail, postage ore- 3. by telephone, either directly to the Director or to a person at the Director's office who wou d reasonably be expected to communicate that notice pro ptly to the Director; or 4. by telegram, charges prepaid. All such notices shall be given or sent to the Director's address and/or telephone \number as shown on the records of the corporation. b. Time Requirements. Notices sent by first-class mail shall be deposited in the United States mails at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or tele raph shall be delivered, telephoned, or given to the tele raph company at least forty-eight (48) hours before the time set for the meeting. • c. Notice Contents. The notice shall stat- the time of the meeting, and the place if the place is othe than the principal office of the corporation. It need not .pecify the purpose of the meeting. -o- public benefit SECTION 5.07. QUORUM A majority of the authorized number of Directors sha 1 constitute a quorum for the transaction of business, exc-pt to adjourn as provided in section 5.09. Subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limita- tio , those provisions relating to (i) approval of contracts or transactions in which a Director has a direct or indirect mat-rial financial interest, (1i) approval of certain tran- sactions between corporations having common directorship, (ii ) creation of an appointment of committees of the Board and (iv) indemnification of Directors, every act or decision don- or made by a majority of the Directors present at a mee ing duly held at which a quorum is present shall be regarded as the act of the Board. A meeting at which a quo um is initially present may continue to transact busi- nes., notwithstanding the withdrawal of Directors, if any act on taken is approved by at least a majority of the req ired quorum for that meeting. who the SECTION 5.08. WAIVER OF NOTICE Notice of a meeting need not be given any Director signs a waiver of notice or a written consent to holding meeting or an approval of the minutes thereof, whether -6 (a) - pubic benefit (A) Inspect and copy the records of members' names, addresses, and voting rights during usual business hou s on five (5) days' prior written demand on the corpora- tio , which demand must state the purpose for which the inspection rights are requested; or (B) Obtain from the Secretary of the corpora- tion, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of Directors as of the most recent record date for which that list has been com- piled, or as of a date specified by the member, after the date of demand. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to the member on or before the latter of ten (10) days after (i) the demand is received or (ii) the date speci- fied in the demand as the date as of which the list is to be compiled. The corporation may, within ten (10) business days afte receiving a demand under this Section, make a written offe of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without pro- vidi g access to or a copy of the membership list. Any rejec- tion of this offer must be in writing and must state the reas.ns that the proposed alternative does not meet the proper purpose of the demand. If the corporation believes that the information requ-sted will be used for a purpose other than one reason- ably related to a person's interest as a member, or if the corporation provides a reasonable alternative under this Sect on 4 .11 (b) , it may deny the member access to the member- ship list. Any inspection and copying under this section may be made in person or by the member's agent or attorney. The righ of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any .ubsidiary of the corporation. (ii) Accounting Records and Minutes. On written dema d presented to the corporation, any member may inspect, copy and make extracts of the accounting booksand records and he minutes of the proceedings of the members, the Board, and ommittees of the Board at any reasonable time for a purp se reasonably related to the member's interest as a memb r. Any such inspection and copying may be made in person or by the member's agent or attorney. Any right of inspection extends to the records of any subsidiary of the corporation. -2(1)- MEMBERSHIP (iii) Maintenance and Tnanection of Articles Bylaws. The corporation shall keep at its principal off ce, or if its principal office is not in California, at its principal business office in this state, the original or a c py of its Articles of Incorporation and Bylaws, as amended to ate, which shall be open to inspection by the members at all reasonable times during office hours. If the principal off ce of the corporation is outside California and the cor- por tion has no principal business office in this state, the Sec etary shall, on the written request of any member, fur- nis to that member a copy of the Articles of Incorporation and Bylaws, as amended to date. SECTION 4.12. ANNUAL REPORT (a) Anne Reports. If required, the Board shall cau e an annual report to be sent to the members within one hundred twenty (120) days after the end of the fiscal year of the corporation. That report shall contain the information spe.ified in Article IX Section 9.03 of these Bylaws. (b) Annual Statement of Certain Transactions and . As part of the annual report to all mem- ber-, or as a separate document if no annual report is is- sue., the corporation shall annually prepare and mail or del ver to each member and furnish to each Director a state - men of any transaction or indemnification of the following kin.' within one hundred twenty (120) days after the end of the fiscal year of the corporation: (i) Any transaction to which the corporation, its parent, or its subsidiary was a party, and to which an interested person" had a direct or indirect material finan- cial interest, which involved more than fifty thousand dol- lars ($50,000) or was one of a number of transactions with the .ame interested person involving, in the aggregate, more than fifty thousand dollars ($50,000). For this purpose, an "interested person" is either of the following: (A) Any Director or officer of the orporation, its parent, or subsidiary (but mere common dire torship shall not be considered such an interest); or (B) Any holder of more than ten perc-nt (10%) of the voting power of the corporation, its pare t, or its subsidiary. The statement shall include a brief description of the ransaction, the names of interested persons involved, thei relationship to the corporation, the nature of their inte est in the transaction and, if practicable, the amount of t'at interest, provided that if the transaction was with a pa tnership in which the interested person is a partner, only the interest of the partnership need be stated. -2 (m) - MEMBERSHIP (ii) Any indemnifications or advances aggre- gating more than ten thousand dollars ($10,000) paid during th fiscal year to any officer or Director of the corporation under Article VIII of these Bylaws, unless that indem- ni ication has already been approved by the members under th- California Nonprofit Corporations Code. //. // // // // // // // // // /// // // /// /// /// /// /// /// /// -2(n)- SCBERSHIP ARTICLE V DIRECTORS SECTION 5.01. POWERS (a) General corporate powers. Subject to the pro-- vi ions and limitations of the California Nonprofit Co poration Law and any other applicable laws, and any limi- ta ions of the Articles of Incorporation and of these Bylaws, th- activiti.es and affairs of the corporation shall be ma aged, and all corporate powers shall be exercised, by or un.er the direction of the Board. (b) Specific Powers. Without prejudice to these ge eral powers, but subject to the same limitations, the Di actors shall have the power to: (i) Appoint and remove, at the pleasure of the Board, all officers, agents and employees of the corporation; pr:scribe powers and duties for them that are consistent with la , with the Articles of Incorporation and with these By aws; and fi.x their compensation and require from them se.urity for faithful performance of their duties. ci to co de th ou mee (i.i.) Change the principal office or the prin- al business office in the State of California from one ation to another; cause the corporation to be qualified to duct its activities in any other state, territory, depen- cy or country and conduct its activities within or outside State of California; and designate any place within or side the State of California for the holding of any ting, including annual meetings. (ii.i) Adopt and use a corporate seal and alter the form thereof. (iv) Borrow money and incur indebtedness on beh=1f of the corporation and cause to be executed and deli- ver-d for the purposes of the corporation, in the corporate nam , promissory notes, bonds, debentures, deeds of trust, mor gages, pledges, hypothecations and other evidences of deb and securities. SECTION 5.02. NUMBER AND ELECTION OF DIRECTORS AND RESTRICTIONS ON DIRECTORS (a) Authorized number. The authorized number of Di.r:ctors shall be . Directors need not be resi.- denis of the State of California. -3- MEMBERSHIP ele unt ing ann men Dir mem ter and . (b) Election of Directors. Directors shall be ted at each annual meeting of the members to hold office 1 the next annual meeting; however, if any annual meet - is not held or the Directors are not elected at any al meeting, they may be elected at any special member's ing held for that purpose. Each Director, including a ctor elected to fill a vacancy or elected at a special er's meeting, shall hold office until expiration of the for which elected and until a successor has been elected qualified. (c) Restrictions on Directors. Not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. An int•ere•st•ed person is (1) any person being compensated by the corporation for services rend -red to it within the previous twelve (12) months, whether as - full-time or part-time employee, independent contrac- tor, or otherwise; and (2) any brother, :sister, ancestor, desc-ndant, spouse, brother-in-law, sister-in-law, son-in- law, daughter-in-law, mother --in-law or father-in-law of such person. However, any violation of the provisions of this para;raph shall not affect the validity or enforceability of any ransaction entered into by the, corporation. A Director may of participate in any vote on any proposed transaction with another organization or entity of which such Director is a so an employee, principal or director. SECTION 5.03. TERM OF OFFICE OF DIRECTORS The Directors newly appointed or selected in accor- danc with section 5. 02 (b) shall hold office for a term of one 1) year. SECTION 5.04. VACANCIES (a) Even.G ass nn va ncv. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (i) 'he death, removal, suspension or resignation of any Director; or (ii) the declaration by resolution of the Board of a vacancy in the office of a Director who has been de- clare. 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 the California Nonprofit Corporation Law. (b) Resignations. Except as provided in this sub- secti.n, any Director may resign effective upon giving writ- ten notice to the Chairman of the Board, if any, or the Presiient or the Secretary, of the Board, unless such notice speci ies a later time for the resignation to become effec- tive. Except upon notice to the Attorney General of the State of Ca ifornia, no Director may resign when the corporation would then be left without a duly elected Director or Direc- tors n charge of its affairs. -4- MEMBERSHIP public benefit (b) Election of Directors. Directors shall be elected at each annual meeting of the members to hold office unt'1 the next annual meeting; however, if any annual meet- ing is not held or the Directors are not elected at any ann al meeting, they may be elected at any special member's meeting held for that purpose. Each Director, including a Director elected to fill a vacancy or elected at a special member's meeting, shall hold office until expiration of the ter for which elected and until a successor has been elected and qualified. SECTION 5.03. TERM OF OFFICE OF DIRECTORS The Directors newly appointed or selected in accor- danc with section 5.02(b) shall hold office for a term of one (1) year. SECTION 5.04. VACANCIES (a) Events causing vacancy. A vacancy or vacancies on t e Board shall exist on the occurrence of the following: (i) the death, removal, suspension or resignation of any Dire tor; or (ii) the declaration by resolution of the Board of a vacancy in the office of a Director who has been de- clar d of unsound mind by an order of court or convicted of a fe ony or has been found by final order or judgment of any court to have breached a duty under the California Nonprofit Corporation Law. sect ten Pres spec tive. of C woul. tors (b) Resignations.. Except as provided in this sub - on, any Director may resign effective upon giving writ- otice to the Chairman of the Board, if any, or the dent or the Secretary of the Board, unless such notice fies a later time for the resignation to become effec- Except upon notice to the Attorney General of the State lifornia, no Director may resign when the corporation then be left without a duly elected Director or Direc- in charge of its affairs. -4- MEMBERSHIP (c) Filling vacancies. Any vacancy on the Board sh;11 be filled by vote of the remaining Directors, whether or not less than a quorum, or by a sole remaining Director. (d) No vacancy on reduction of number of Directors. No reduction of the authorized number of Directors shall have th effect of removing any Director before the Di.rector's to m of office expires. SECTION 5.05. PLACE OF MEETINGS; MEETINGS BY TELEPHONE Meetings of the Board shall be held at the principal office of the corporation or at such other place as has been de ignated by the Board. In the absence of any such designa- ti..n, meetings shall be held at the principal office of the co poration. Any meeting may be held by conference telephone or similar communication equipment, so long as all Directors pa ti.ci.pating in the meeting can hear one another, and all suc Directors shall be deemed to be present in person at such meeting. SECTION 5.06. ANNUAL, REGULAR AND SPECIAL MEETINGS (a) Annual Meeting. The Board shall hold an annual mee ing immediately following the annual meeti.ng of the mem- ber hip, or in conjunction with its regularly scheduled mee i.ng for the month of of each year for the purpose of organization, election of officers and the tra sacti.on of other business; provided, however, that the Boa d may fix another ti.me for the holding of its annual meeting. Notice of this meeting shall not be required. (b) Other Regular Meetings. Other regular meetings sha 1 be held on the of each month at (a.p.)m., at the principal office of the cor- por.ti.on, or at any other place designated from time to time by esolution of the Board. Said meetings shall be held wit out noti.ce; provided, however, any given monthly meeting may be dispensed with by majority vote of the Board. (c) Speci.al Meetings. (1) Authority To Call. Special meetings of the Board for any purpose may be called at any time by the Chai man of the Board, if any, the President or any Vice Presdent, or the Secretary or any two Directors. (ii) Notice. a. Manner of Giving Notice. Notice of the ime and place of special meetings shall be given to each Dire tor by one of the following methods: -5- ME! BERSHIP not pal ce; 1. by personal delivery of written 2. by first-class mail, postage pre- 3. by telephone, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate that notice promptly to the Director; or 4. by telegram, charges prepaid. All such notices shall be given or sent to the Director's address to telephone number as shown on the records of the corporation. b. Time Requirements. Notices sent by first-class mail shall be deposited in the United States mails at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least forty-eight (48) hours before the time set for the meeting. c. Notice Contents. The notice shall state the time of the meeti.ng, and the place if the place is other than the principal office of the corporation. It need not specify the purpose of the meeting. -6- MEMBERSHIP amen of t a ARTICLE XI AMENDMENTS SECTION 11.01. ADOPTION OR AMENDMENT BY MEMBERS New Bylaws may be adopted or these Bylaws may be ed or repealed by approval of a majority of the members e corporation. The term "majority," as used in this section, is as defi ed in the California Nonprofit Corporation Law. here auth numb affe be a Boar SECTION 11.02. AMENDMENT BY BOARD OF DIRECTORS Subject to the right of members under Section 11.01 nabove, Bylaws other than a Bylaw fixing or changing the rized number of Directors, or the minimum and maximum r of Directors, or a Bylaw materially and adversely ting the rights of members as to voting or transfer, may opted, amended, or repealed by a majority vote of the of Directors. SECTION 11.03. MAINTENANCE OF RECORDS The Secretary of the corporation shall see that a true and correct copy of all amendments of the Bylaws, duly certified by the Secretary, is attached to the official Byla s of the corporation and is maintained with the official records of the corporation at the principal office of the corporation. -15- MEMBERS NIP EXHIBIT D TECHNICAL ASSISTANCE MATERIALS The Sub -recipient attended the Community Development Block Grant (CDBG) Technical Assistance Non -Profit Workshop held on May 26, 2010 and received the following items: 1. Playing by the Rules, A Handbook for CDBG Sub -recipients on Administrative Systems 2. OMB Circular No. A-122: Cost Principals for Non -Profit Organizations 3. Quarterly/Annual Performance Reporting Form (updated format) 4. A Comprehensive Compliance and Performance Monitoring Checklist 5. Expenditure Reimbursement Claim Form (updated format) 6. Qualifying Beneficiary Intake Data Form (updated format) 7. Sample Sub -recipient Agreement and Exhibits (Scope of Services, Budget, Board of Directors and By-laws, Affirmative Action Policy and Insurance Requirements) 8. Orientation on meeting CDBG National Objectives The workshop and reference documents will assist the Sub -recipient to understand U.S Department of Housing and Urban Development and City of National City rules, regulations, and reporting requirements. The Grantee also reviewed CDBG regulations under Title 24 and the CDBG webpage on the HUD website: http://www.hud.gov/offices/cpd/communitydevelopment/programs/entitlement EXHIBIT E AFFIRMATIVE ACTION POLICY 1. Provision of Program Services a. Subrecipient 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. Subrecipient 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. Subrecipient 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. Subrecipient, 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 Subrecipient has previously discriminated against persons on the grounds of race, religion, color, national origin, sex, sexual preference or handicap, the Subrecipient must take affirmative action to overcome the effects of prior discrimination. f. Even in the absence of such prior discrimination, a Subrecipient 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 Subrecipient 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 Subrecipient 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 Subrecipient 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. Subrecipient shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, or handicap. Subrecipient shall take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rate -of -pay or other forms of compensation and selection for training including apprenticeship. Subrecipient agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. b. Subrecipient shall, in all solicitations or advertisements for employees placed by or on behalf of Subrecipient, state that all qualified applications will receive consideration for employment without regard to race, color, religion, sex, national origin, age, or handicap. c. Subrecipient 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 Subrecipient'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. Subrecipient 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. Subrecipient 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 Subrecipient'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 Subrecipient 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. Subrecipient 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. Subrecipient 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 Subrecipient becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CDC, Subrecipient may request the United States to enter into such litigation to protect the interests of the United States. h. Subrecipient 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). Subrecipient 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 Subrecipient'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 Subrecipient may be declared ineligible for further government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. Exhibit F Insurance Requirements CERTIFICATE OF INSURANCE AGENCY: Entertainment & Sports Insurance eXperts (ESIX) 5660 New Northside Drive. Suite 640 Atlanta, Georgia 30328 Phone: 678-324-3300 Fax 678-324-3303 NAMED INSURED: USA Boxing One Olympic Plaza Colorado Springs, Colorado 80909 EVENT INFORMATION: Training (- ) POLICY/COVERAGE INFORMATION: Community Youth Athletic Center 1018 National City Blvd. National City, California 91950 9/15/2010 CERTIFICATE NUMBER: 20100617010380 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: INSURER A. Philadelphia Indemnity Ins. Co. 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. INS TYPE OF INSURANCE: POLICY NUMBE R(S): EFFECTIVE: i EXPIRES: LIMITS: A GENERAL LIABILITY X Occurrence X Participant Legal Liability PHPK475861 10/1/2009 10/1/2010 'i GENERAL AGGREGATE $5,000,000 12:01 AM 12:01 AM EACH OCCURRENCE $1,000,000 ' DAMAGE TO RENTED PREMISES (Each Occ.) $300 000 ' MED EXP (Any one person) EXCLUDED PERSONAL & ADV INJURY $1,000,000 PRODUCTS-COMP/OP AGG $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS: The certificate holder is an Additional Insured with respect to liability arising out of the negligence of the Named Insured, but only where required by written contract and as per the following endorsement - Additional Insured - Designated Person or Organization (Form CG 20 26). Coverage is excluded for ANY martial arts or kick -boxing activities, regardless of whether they are part of the USA Boxing sanctioned activity or dub activity. CERTIFICATE HOLDER: City of National City 1243 National City Blvd. National City, California 91950 NOTICE OF CANCELLATION: Should any of the above described policies be cancelled before the expiration date thereo notice will be delivered in accordance with the policy provisions. AUTHORIZED REPRESENTATIVE: POLICY NUMBER: PHPK475861 COMMERCIAL GENERAL LIABILITY CG20260704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) City of National City it's elected officials, officers, agents and employees Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property dam- age" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG20260704 © ISO Properties, Inc., 2004 Page 1 of 1 0 ACORD PRODUCER NPU VIP c/o Marsh Risk & Insurance Services 345 California Street - Sutie 1300 San Francisco, CA 94014 California License No, 0437153 398879-$1 M-AUTO-10-11 1586 CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 07/02/2010 THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Community Youth Athleteic Center (1586) 1018 National City Blvd. National City, CA 91950 INSURER A: NonProfits United Ins Vehicle Pool INSURER B: INSURER C: INSURER D: INSURER E: 4 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTR ADD'4 IINSRC TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE CATEIMWDDM'YY) POLICY EXPIRATION DA7EIMMIDDTYYYY) LIMITS GENERAL LIABILITY GENERAL LIABILITY EACH OCCURRENCE $ REMI ES( RENTED P DCOMMERCIAL AEAGETO occurrence) S CLAIMS MADE OCCUR MED EXP (Any one person) $ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ GENERAL AGGREGATE LIMIT APPLIES PER PRO - POLICY ECT [1 LOC PRODUCTS - COMP/OP AGG $ A AUTOMOBILE X LIABILITY ANY AUTO NPU1000-10 07/01/2010 07/01/2011 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) S GARAGE 1 LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC S AUTO ONLY: AGG S EXCESS! _J — UMBRELLA LIABILITY OCCUR P1 CLAIMS MADE DEDUCTIBLE RETENTIONS EACH OCCURRENCE S AGGREGATE 5 S S S _.....EMPLOYERS' WORKERS ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER (Mandatory SPECIAL COMPENSATION AND LIABILITY _.... Y) N .._.... _. _... IWC STATU- I OTH. TORY IWITS i ER _ EL. EACH ACCIDENT _.. $ _ $ EXCLUDED? [ N I I EL. DISEASE - EA EMPLOYEE in NH) S yes. oescnbe under PROVISIONS below EL. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS1LOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Any Auto means any covered auto under the NPU Vehicle Insurance Program. The City of National City, its elected officials, officers, agents and employees are Included as additional insured per the attached endorsement. CERTIFICATE HOLDER SEA-001565820-02 CANCELLATION City Attorney's Office 1243 National City Blvd. National City, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 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. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Lee Warburton ACORD 25 (2009/01) ©1998-2009 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. Acord 25 (2009/01) STATE IMPORTANT -FISIS NOT A BILL. SENO NO MONEY UNLESS STATEMENT IS ENCLOEED. • COMPENSATION INSURANCE FUND HOME OFFICE SAN FRANCISCO POLICY DECLARATIONS CALIFORNIA WORKERS COMPENSATION AND EMPLOYER'S LIABILITY POLICY !HESE DECLARATIONS ARE A PART OF THE WORKERSCOMPENSATION policy INDICATED HEREON. THIS INSURANCE IS EFFECTIVE FROM 12:01 A.M., PACIFIC STANDARD TIME 7-30-10 TO 7-01-11 AND SHALL AUTOMATICALLY RENEW EACH 7-01 UNTIL CANCELLED 410801,MINMINIMINIMIk COMMUNITY YOUTH ATHLETIC CENTER 1018 NATIONAL CITY BLVD NATIONAL CITY, CALIF 91950 CONTINUOUS POLICY 1944859-10 DEPOSIT PREMIUM $875.00 MINIMUM PREMIUM $300.00 PREMIUM ADJUSTMENT PERIOD QUARTERLY N SD NAME OF EMPLOYER- COMMUNITY YOUTH ATHLETIC CENTER (A NON-PROFIT CORP.) TRADE NAMES COMMUNITY YOUTH ATHLETIC CENTER LOCATIONS- 001 1018 NATIONAL CITY BLVD NATIONAL CITY CA 91950 1. WORKERSL COMPENSATION INSURANCE - PART ONE OF THIS POLICY APPLIES TO THE WORKERS' COMPENSATION LAWS OF THE STATE OF CALIFORNIA. 2. EMPLOYER'S LIABILITY INSURANCE - PART TWO OF 1H1S POLICY APPLIESTO LIABILITY UNDER THE LAWS OF THE STATE OF CALIFORNIA. THE LIMIT OF OUR LIABILITY INCLUDING DEFENSE COSTS UNDER PART TWO IS, 51,000,000 CODE NO. PRINCIPAL WORK AND RATES EFFECTIVE FROM 07-30-10 TO 07 Ot II INTERIM PREMIUM BASE BILLING BASIS RATE RATE 9067-2 CLUBS --BOYS AND GIRLS --ALL EMPLOYEES 50000 5.83 5.83 INCLUDING TEACHERS AND INSTRUCTORS ***BUREAU NOTE INFORMATION FEIN 330779893 TOTAL ESTIMATED ANNUAL PREMIUM $2,915 colmymmmw,fljssuED AT SAN FRANCWE.cl FURST 4, 2010 POLICY L PAGE 1 OF 3 RESOLUTION 2010 — 88 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CI AUTHORIZING THE REALLOCATION OF $236,080 IN UNEXPENDED COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) ENTITLEMENT FUNDS, AND AUTHORIZING THE SUBMISSION OF THE 2010/2015 FIVE YEAR CONSOLIDATED PLAN AND THE 2010/2011 ANNUAL ACTION PLAN TO THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD) WHEREAS, as an entitlement community, the City of National City adn the Community Development Block Grant (CDBG) and the Home Investment Partnes' (HOME) Program for the Federal Government under the United States Department of and Urban Development (HUD); and WHEREAS, HUD requires that all CDBG and HOME Program entitleme communities, such as the City of National City, hold at least two Public Hearings and public comment period to solicit input on the draft Five -Year Consolidated Plan, Annu.' Plan, and for the reallocation of entitlement funds; and WHEREAS, the City Council of the City of National City conducted a advertised public hearing on March 16, 2010 and May 4, 2010 to receive input from € and WHEREAS, the City placed the draft Five Year Consolidated Plan, the ,A ) Action Plan, and the intent to reallocate CDBG funds for a duly advertised 30-day put: comment period on the City's website and in various City locations from March 29, 2t 28, 2010; and WHEREAS, the City will incorporate any comment received during the public comment period in the final submission of said Plans; and WHEREAS, staff recommends the reallocation of unused CDBG funds attached hereto as Exhibit "A," to supplement the funding of CDBG and HOME Progr activities listed in the FY 2010-2011 Annual Action Plan, attached hereto as Exhibit "t WHEREAS, the FY 2011-2015 Five -Year Consolidated Plan outlines ih City's housing and non -housing community development needs and priorities over th.' five years; and WHEREAS, the Annual Action Plan for FY 2010-2011 outlines how the Ci; National City plans to expend $1,188,660 in CDBG, and $636,617 in HOME Program fui' ' meet the needs and priorities established in the Five -Year Consolidated Plan; and WHEREAS, in accordance with the federal regulations at 24 CFR, Part 9' City of National City is required to prepare and submit a Five -Year Consolidated Plan and Annual Action Plan for its Housing and Community Development Programs. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the CA!, National City hereby authorizes the reallocation of $236,080 in CBDG funds toward activ',-° included in the FY 2010-2011 Annual Action Plan. Resolution No. 2010 — 88 Page 2 BE IT FURTHER RESOLVED, that the City Council of the City of National City authorizes the submission of FY 2011-2015 Ave Year Consolidated Plan and the FY 2010-2011 Annual Action Plan for the expenditure of said funds to the U.S. Department of Housing and Urban Development (HUD). PASSED and ADOPTED this 4th day ofy, 2010. Ron Morrison, Mayor ATTEST: .d./ itC Michel R. Della, Clerk APPROVED AS TO FORM: George H. Eiser, Ill City Attorney Exhibit A Final Reallocation to FY2010-2011 from Previous Year CDBG Activities HUD IDIS Fiscal Activity Year Number Activity Name 200 .... . 302 Re nstallatiort of Sreet Lights 2001 335 Reinstallation of Sreet Lights* 2004 446 Code Enforcement'Palot Program 2004 489 Street Lights 2005 491. Fiausing inspection:Progra ; 2005 497 Fire Apparatus -Radios and Equipment 20f}6 517 Hroustng Inspection Program 2007 538 National City Library Literacy Services 20t 7 ..... 540 Hvusirut lspection. Program 2007 541 Code Enforcement 20f17 44 fl+ltscelfaneotts Storrrt Dratrt;l prone ents 2007 545 Beck Fire Truck 2007 548 Rescue Eq ttpmern .. . 2008 554 Neighborhood Councils Program 2008 557 Community Food Bank 2008 558 Tiny Tots .................. ...................... 20(l8 . 2008 562 Nationaf City Librarytiteracy Sereto. 566 Seagraves Fire Truck -Fifth Payment 2t?[}9 1582 i,i1Vrrtas.irs July Mean Up '>.... . Wai k 583 Community Food Bank- in Cooler Total Funded Drawn Amount 50,000<00 42;320 00 ............ 50,000.00 35,000.00 50,000 00 43,354 00 25 000.00 - 68,938: 4 . 62,115,25 47,000.00 40,161.05 ;75,000 00 3'1,950 50 47,250.00 44,447.79 120,928.98 42,435 4 120, 928.97 100,188.13 50, 000.00 .49,275.44 . 78,453.00 78,452.88 2000 (0 1,9228? 103,232 00 100,530.89 10,000<00 .....53 24,736.50 22,953.05 47,250.00 44,.871;3? 60,116.00 60,115.56 50,000;00 42,031,00 13, 000.00 Reallocable Funds 7,68fl[lQ : 15,000.00 <,6,65646 25 000.00 6,8,23 09 ' 6,838.95 1,190,0 2,802.21 78,493 4. 20,740.84 724.56 0.12 2,701.11 ................................... 7,119 47 1,783.45 2T378.63 0.44 7,069 Ott 13,000.00 TOTAL AMOUNT FOR REALLOCATION FOR FISCAL YEAR 2010-2011 236,079.50 Page 1 of 1 Fiscal Year 2010-2011 National City CDBG and HOME Final Allocation Exhibit B amxEntttlement of;$1,188,66 ter. oro previous year'CDBG fitinR ,424,740.00 .................._... "< z CDBti PUBLICSERYICES„ ; u w `. 1 Burn Institute Senior Fire & Burn Prevention Program/ Smoke Alarm Installation Program $ 8,000.00 2 Community Youth Athletic Center Champs For Life Youth Diversion Program $ 10,000.00 3 City of National City Community Services Department At Risk Youth Afterschool Program "Supreme Teens" $ 20,000.00 4 City of National City Community Services Department Learn to Swim $ 10,023.00 5 City of National City Community Services Department Tiny Tots $ 29,337.00 6 City of National City Public Library National City Public Library Literacy Services $ 49,600.00 7 Meals -on -Wheels Greater San Diego, Inc. Meals -on -Wheels National City $ 10,000.00 8 South Bay Community Services National City Police Department Support Services - Juvenile Diversion Program $ 20,000.00 $ 8,000.00 9 Trauma Intervention Programs of San Diego County, Inc. Crisis Intervention Team Tota 'Public Seivtce Activities ' $ 164,960.00 CDBG CODE ENFORCEMENT, ECONOMIC DEVELOPMENT, HOUSING REHABILITATION, INTERIM ASSISTANCE, PUBLIC'FACILITY AND INFRASTRUCTURE IMPROVEMENTS----' Code Enforcement $ 94,000.00 10 City of National City- Community Development Department National City Housing Inspection Program 00 $ 94,000.00 Economic Development $ 35,000.00 11 Southwestern Community College District (SCCD) Small Business Development & International Trade Center (SBDITC) National City Economic Development Funds Program $ 35,000.00 Housing Rehabilitation $ 66,908.00 12 Environmental Health Coalition Making National City's "Healthy Homes" Energy Efficient $ 66,908.00 Interim Assistance $ 30,000.00 13 Christmas in July * National City City Clean -Ups $ 30,000.00 Public Facility Improvements $ 538,925.00 14 City of National City- Development Services Department Soccer Field at El Toyon Park $ 238,925.00 15 International Community Foundation National City School Gardens and Urban Agriculture Initiative $ 50,000.00 16 La Maestra Clinic -National City La Maestra Dental Clinic, National City $ 25,000.00 17 National City Living History Farm Preserve, Inc. Structural Engineering Report for the Preservation of the Stein Farm Barn $ 25,000.00 18 Sweetwater High Joint -Use Athletic Field Sweetwater Union High School District $ 200,000.00 Public Infrastructure Improvements $ 275,000.00 19 City of National City -Development Services Department ADA Park Improvements $ 75,000.00 20 City of National City -Development Services Department Upgrade Substandard Pedestrian Ramps, Sidewalk, Curb, and Gutters $ 200,000.00 Total of Non -Public Service Activities - $ 1,039,833.00 Page 1 of 2 Exhibit B NMINGAMD'i4DMTNi5, £, � s .;� �� r s; x ; w Planning $ 26,339.00 21 Boys & Girls Club of Inland North County Boys & Girls Club Expansion Site Feasibility Study $ 11,339.00 22 City of National City- Community Services Department Neighborhood Councils Program $ 15 000.00 Administration $ 193,608.00 23 Fair Housing Council of San Diego Fair Housing and Tenant -Landlord Education Services $ 38,000.00 24 City of National City - Community Development Department CDBG Program Administration $ 155,608.00 Total Planning and Administration rt= $ ,219,947.00, FY 2O1O ?, � HO E p"t Partnerships (HOME) Program � ement nvesti ° � 636,d17_oo 1 City of National City - Community Development Department First Time Homebuyer Program $ 296,989.00 2 City of National City- Community Development Department National City Community Housing Rehabilitation Program $ 148,645.00 3 Community HousingWorks CHDO Predevelopment Loan for Paradise Creek Affordable Housing Project $ 9,549.00 4 Community HousingWorks CHDO Set -aside Development Loan for Paradise Creek Affordable Housing Project $ 85,943.00 5 Community HousingWorks CHDO Operating Assistance to Community HousingWorks for Paradise Creek Affordable Housing Project $ 31,830.00 6 City of National City - Community Development Department HOME Program Administration $ 63,661.00 Total HOME Program $ 636,617.00 Page2of2 Passed and adopted by the Council of the City of National City, California, on May 4, 2010 by the following vote, to -wit: Ayes: Councilmembers Morrison, Sotelo-Solis, Van Deventer, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2010-88 of the City of National City, California, passed and adopted by the Council of said City on May 4, 2010. C erk of the City of ation By: Deputy City al City, California CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: May 4, 2010 AGENDA ITEM NO. 16 M TITLE: Resolution of the City Council of the City of National City authorizing the reallocation of $236,080 in unexpended Community Development Block Grant (CDBG) entitlement funds, and authorizing the submission of the 2010-2015 Five -Year Consolidated Plan and the 2010-2011 Annual Action Plan to the United States Department of Housing and Urban Development (HUD). (Community Development, Housing and Grants) PREPARED BY: Carlos J. Aguirr PHONE: (619) 336-4391 EXPLANATION: DEPARTMENT: Community Development APPROVED BY: The City has prepared a draft Fiscal Year 2011-2015 Consolidated Plan and Fiscal Year 2010-2011 Annual Action Plan. The Five Year Plan outlines the City's housing and non -housing community development needs and priorities over the next five years. The Consolidated Annual Action Plan for FY 2010-2011 outlines how the City plans to expend $1,188,660 in federal Community Development Block Grant funds (CDBG) and $636,617 in HOME Investment Partnerships (HOME) Program funds. In addition to the funding sources noted above, the City will also reallocate $236,080 of CDBG funds that remain from previous year activities. In accordance with the federal regulations at 24 CFR, Part 91, the City of National City is required to prepare and submit a Five -Year Consolidated Plan and Annual Action Plan for its Housing and Community Development Programs. In order to obtain the views of residents, public agencies, and other interested parties, the City of National City placed its proposed FY 2011-2015 Five -Year Consolidated Plan and Annual Action Plan for FY 2010-2011 for public comment on the City website and on public display at various National City locations beginning on Monday, March 29, 2010 and ending April 28, 2010. No public comments have been received to date. The purpose of the final public hearing held before consideration of the resolution is to review any comments received during the 30-day public review and comment period. In addition, interested persons and community groups will be provided with one last opportunity to share their thoughts and comments regarding these plans. All comments received will be incorporated into the final plan that will be submitted to HUD, no later than May 15, 2010. Following the lic hearing, after all public comment has been considered, the City will take final action on the Five Year Consolidated Plan and ival Action Plan by adopting the resolution. FINANCIAL STATEMENT: APPROVED: Finance ACCOUNT NO. APPROVED: MIS The City received $1,188,660 in CDBG Program and $636,617 in HOME Program allocations for FY2011. The City is also reallocating ,$236,080 from previously funded CDBG activities that will carryover to FY2011 listed activities. ENVIRONMENTAL REVIEW: Not applicable. ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt the resolution. BOARD f COMMISSION RECOMMENDATION: Not applicable to this report. ATTACHMENTS: OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone • 619-336-4229 fax November 10, 2010 Mr. Carlos Barragan Community Youth Athletic Center 1018 National City Blvd. National City, CA 91950 Dear Mr. Barragan, On July 1st, 2010, a Subrecipient Agreement was entered between the City of National City and Community Youth Athletic Center. We are enclosing for your records a fully executed original Agreement. Michael R. Daila, CMC City Clerk Enclosure cc: Housing & Grants Dept.