HomeMy Public PortalAboutBoys and Girls Clubs of CarsonSUBRECIPIENT AGREEMENT
This SUBRECIPIENT AGREEMENT (the "Agreement'), is made and entered into
on this 1s' day of July, 2017, by and between the CITY OF CARSON, a general law city
O and municipal corporation (the "City"), and BOYS AND GIRLS CLUBS OF CARSON, a
California non-profit corporation ("Subrecipient')(collectively, the "Parties").
RECITALS
WHEREAS, the City has entered into various funding agreements with the United
States Department of Housing and Urban Development ("HUD"), which funding
agreements provide Community Development Block Grant funds ("CDBG Funds") to the
City pursuant to the Federal Housing and Community Development Act of 1974, codified
at 42 U.S.C. Section 5301 et seq., as amended from time to time (the "Act'), and the
regulations promulgated thereunder, codified at 24 Code of Federal Regulations Section
570 et seq. (the "Regulations"); and
WHEREAS, the Act provides that the City may grant CDBG Funds to nonprofit
organizations for certain purposes allowed under the Act; and
WHEREAS, the Subrecipient is a nonprofit organization which operates a
program which is eligible for a grant of CDBG Funds; and
WHEREAS, the City desires to assist in the operation of the Subrecipient's
program by granting CDBG Funds to the Subrecipient in order to pay for all or a portion
of the costs incurred in operating the program, subject to the terms and conditions more
particularly set forth in this Agreement; and
WHEREAS, this Agreement is not intended to create, nor shall it be construed as
creating, any rights in any third parties not a party to the same, but rather this Agreement
is intended to assist Subrecipient in providing cost effective services to the community it
serves, as described in this Agreement; and
NOW, THEREFORE, the Parties hereto agree as follows:
1.0 SERVICES OF SUBRECIPIENT.
1.1 Scope of Services. Subrecipient agrees to provide to City all of
the services specified and detailed in both its application for CDBG Funds (the
"Application") and in the "Scope of Services" attached hereto and incorporated herein as
Exhibit "A" to this Agreement. Subrecipient represents and warrants to City that it is
able to and will use the CDBG Funds granted by the City for the purpose of providing the
services set forth in its Application and Exhibit "A", and only for that purpose.
Subrecipient further represents and warrants that it will adhere to the terms of the
Application and this Agreement in providing said services.
1.2 National Objective. Subrecipient certifies that the services
provided with the CDBG Funds will meet the CDBG program's national objective of
benefitting low and moderate income persons, as defined in 24 CFR Part 570.208.
1.3 Special Requirements. Additional terms and conditions of this
Agreement, if any, are set forth in the "Special Requirements" attached hereto and
incorporated herein as Exhibit "B" to this Agreement.
1.4 Standard of Care. Subrecipient hereby represents and warrants
to City that all services rendered pursuant to this Agreement will be performed in a
competent, professional, and satisfactory manner. As a material inducement to City to
enter into this Agreement, Subrecipient hereby further represents and warrants that it
has the experience and skills necessary to undertake the services to be provided herein.
1.5 Compliance with Laws. All services rendered by Subrecipient
pursuant to this Agreement shall be performed in accordance with all ordinances,
resolutions, statutes, rules, and regulations of City and/or any federal, state or local
governmental agency having jurisdiction at the time such services are rendered.
1.6 Licenses, Permits, Fees and Assessments. Subrecipient shall
obtain at its sole costs and expense such licenses, permits and approvals as may be
required by law for the performance of the services required by the Agreement.
1.7 Reports. No later than fifteen (15) days prior to any payment date
specified in Section 2.1 of this Agreement, within fifteen (15) days following the
termination of this Agreement, and at such other times as the Contract Officer shall
request, Subrecipient shall provide the Contract Officer with a written report describing
the services provided during the period of time since the last report and accounting for
the specific expenditures of any portion of the Contract Sum, if applicable. At the times
and in the manner required by law, the Subrecipient shall provide to the City, HUD, the
Comptroller General of the United States, and any other individual or entity, or their duly
authorized representatives, any and all reports and information required for compliance
with the Act and/or the Regulations.
1.8 Financial Reporting. Any Subrecipient receiving or due to receive
$20,000.00 or more from the City during the current fiscal year (July 1, 2017 through
June 30, 2018) (the "Fiscal Year") shall provide the City with a financial statement which
has been completed within the most recent twelve (12) months and which shows that the
Subrecipient's financial records have been kept in accordance with generally accepted
accounting standards ("Financial Statement"). This Financial Statement shall be
prepared by a recognized accounting firm that is approved by or satisfactory to City's
Chief Financial Officer, and shall include a general ledger balance sheet which identifies
revenue sources and expenses in sufficient detail to demonstrate compliance with this
Agreement and which is balanced with Subrecipient's bank statements. Any
organization receiving or due to receive less than $20,000.00 from the City in the Fiscal
Year shall provide the City with a copy of the organization's most recent charitable trust
report to the Attorney General, or other financial information satisfactory to the City's
Chief Financial Officer. The financial information that must be provided pursuant to this
paragraph shall be furnished to the City's Chief Financial Officer not later than January
315` of the current Fiscal Year.
1.9 Audits and Inspections. All Subrecipient records concerning any
matter covered by this Agreement shall be made available to the City, HUD, and the
Comptroller General of the United States, or any of their authorized representatives, at
any time during normal business hours, as often as is deemed necessary by those
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entities in order 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
thirty (30) days after receipt of such reports by the Subrecipient. Failure by the
Subrecipient to comply with these audit requirements will constitute a breach of this
Agreement and may result in the withholding of future payments thereunder. The
Subrecipient hereby agrees to have an annual agency audit conducted in accordance
with current City policy concerning Subrecipient audits and 2 CFR 200.
2.0 COMPENSATION.
2.1 Contract Sum. The City shall pay to Subrecipient for the services
to be provided hereunder, on a reimbursable basis, a sum not to exceed TEN
THOUSAND FIVE HUNDRED EIGHTY-ONE DOLLARS AND NO CENTS ($10,581.00)
(the "Contract Sum"), in accordance with the "Schedule of Compensation" attached
hereto and incorporated herein as Exhibit "C" to this Agreement, which sum shall
constitute full and complete reimbursement for the implementation of this Agreement for
the entire Term thereof. Subrecipient shall submit to the City monthly statements of
reimbursable expenditures in a form approved by City's Finance Director pursuant to the
attached "Schedule of Compensation", along with pertinent supporting documentation.
The City shall promptly review the monthly expenditure statements and, upon approval,
reimburse Subrecipient for its authorized operating costs.
2.2 Payroll Records. In cases where the Contract Sum will reimburse
payroll expenses as part of operations, Subrecipient shall establish a system for
maintaining accurate payroll records which will track daily hours charged to the project
by Subrecipient's employees, as set forth in 2 CFR 200.430.
2.3 Draw Downs. Failure by Subrecipient to request reimbursement
or encumbrance of at least 25% of the Contract Sum by the end of each Fiscal Year
quarter (i.e. by September 30, December 30, March 31, and June 30, respectively) shall
result in the immediate forfeiture of 25% of the Contract Sum, unless this requirement is
waived by the Contract Officer. The Contract Officer reserves the sole and unfettered
right to determine whether the circumstances warrant such a waiver. Any such waiver
by the Contract Officer shall not be deemed to waive or render unnecessary
Subrecipient's compliance with this provision for the remainder of the Term of this
Agreement.
2.4 Default. In the event that Subrecipient defaults under any of the
terms and conditions of this Agreement, City shall have no obligation to continue
compensating Subrecipient for any work performed after the date of such default. The
City's consent to or approval of any default by the Subrecipient shall not be deemed to
waive the City's rights under this provision with respect to any subsequent default.
2.5 Completion of Work. City reserves the right to withhold 10% of
the Contract Sum until a Certificate of Completion is issued by the City.
3.0 COORDINATION OF THE WORK.
3.1 Representative of Subrecipient. The following principal(s) and/or
representative(s) of Subrecipient are hereby designated as the person(s) authorized to
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act on Subrecipient's behalf with respect to the services specified herein and to make all
decisions in connection therewith:
Kim Richards, Executive Director/Chief Professional Officer
3.2 Contract Officer. The "Contract Officer" shall be such person as
may be designated by the City's City Manager.
3.3 Prohibition Against Subcontracting or Assignment. Subrecipient
shall not contract with any other entity to perform, in whole or in part, the services to be
provided pursuant to this Agreement without the express written approval of the City.
Neither this Agreement, nor any interest created by it, may be assigned or transferred by
Subrecipient, voluntarily or by operation of law, without the prior written approval of the
City.
3.4 Independent Contractor. Except as otherwise set forth herein,
neither the City, nor any of its agents or employees, shall have any control over the
manner, mode, or means by which Subrecipient, or its agents or employees, perform the
services to be provided pursuant to this Agreement. Subrecipient shall perform all such
services as an independent contractor of the City, and shall remain at all times as to the
City a wholly independent contractor with only such obligations as are consistent with
that role. Subrecipient shall not at any time or in any manner represent that it, or any of
its agents or employees, are agents or employees of the City.
4.0 INSURANCE AND INDEMNIFICATION.
4.1 Insurance.
(a) Subrecipient shall procure and maintain, at its sole cost and expense, in a
form and content satisfactory to City, during the entire term of this Agreement including
any extension thereof, the following policies of insurance which shall cover all elected
and appointed officers, employees and agents of City:
(i) Commercial General Liability Insurance (Occurrence Form
CG0001 or equivalent). A policy of comprehensive general liability insurance written on
a per occurrence basis for bodily injury, personal injury and property damage. The
policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or
if a general aggregate limit is used, either the general aggregate limit shall apply
separately to this contract/location, or the general aggregate limit shall be twice the
occurrence limit.
(ii) Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for the
Subrecipient against any loss, claim or damage arising from any injuries or occupational
diseases occurring to any worker employed by or any persons retained by the
Subrecipient in the course of carrying out the work or services contemplated in this
Agreement.
(iii) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any
auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile
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liability insurance written on a per occurrence for bodily injury and property damage in an
amount not less than either (i) bodily injury liability limits of $100,000 per person and
$300,000 per occurrence and property damage liability limits of $150,000 per occurrence
or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for
owned, non -owned, leased, hired cars, and any other automobile.
(iv) Professional Liability. Professional liability insurance appropriate
to the Subrecipient's profession. This coverage may be written on a "claims made"
basis, and must include coverage for contractual liability. The professional liability
insurance required by this Agreement must be endorsed to be applicable to claims
based upon, arising out of or related to services performed under this Agreement. The
insurance must be maintained for at least 5 consecutive years following the completion
of Subrecipient's services or the termination of this Agreement. During this additional 5 -
year period, Subrecipient shall annually and upon request of the City submit written
evidence of this continuous coverage.
(v) Additional Insurance. Policies of such other insurance, as may be
required in the Special Requirements in Exhibit "B".
(vi) Subcontractors. Subrecipient shall include all subcontractors as
insureds under its policies or shall furnish separate certificates and certified
endorsements for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
(b) General Insurance Requirements. All of the above policies of insurance
shall be primary insurance and shall name the City, its elected and appointed officers,
employees and agents as additional insureds and any insurance maintained by City or
its officers, employees or agents may apply in excess of, and not contribute with
Subrecipient's insurance. The insurer is deemed hereof to waive all rights of
subrogation and contribution it may have against the City, its officers, employees and
agents and their respective insurers. The insurance policy must specify that where the
primary insured does not satisfy the self-insured retention, any additional insured may
satisfy the self-insured retention. All of said policies of insurance shall provide that said
insurance may not be amended or cancelled by the insurer or any party hereto without
providing thirty (30) days prior written notice by certified mail return receipt requested to
the City. In the event any of said policies of insurance are cancelled, the Subrecipient
shall, prior to the cancellation date, submit new evidence of insurance in conformance
with this section to the Contract Officer. No work or services under this Agreement shall
commence until the Subrecipient has provided the City with Certificates of Insurance,
additional insured endorsement forms or appropriate insurance binders evidencing the
above insurance coverages and said Certificates of Insurance or binders are approved
by the City. City reserves the right to inspect complete, certified copies of and
endorsement to all required insurance policies at any time. Any failure to comply with
the reporting or other provisions of the policies including breaches or warranties shall not
affect coverage provided to City.
The insurance required by this Agreement shall be satisfactory only if issued by
companies qualified to do business in California, rated "A" or better in the most recent
edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only
if they are of a financial category Class VII or better, unless such requirements are
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waived by the City's Risk Manager or other designee of the City due to unique
circumstances.
4.2. Indemnification. To the full extent provided by law, Subrecipient
agrees to indemnify, defend and hold harmless the City, its officers, employees and
agents against, any and all actions, suits, claims, damages to persons or property,
losses, costs, penalties, obligations, errors, omissions or liabilities, including paying any
legal costs, attorneys fees, or paying any judgment (herein "claims or liabilities") that
may be asserted or claimed by any person, firm or entity arising out of or in connection
with the negligent performance of the work or services of Subrecipient, its officers,
agents, employees, agents, subcontractors, or invitees, provided for herein
("indemnitors"), or arising from Subrecipient's or indemnitors' negligent performance of
or failure to perform any term, provision, covenant, or condition of this Agreement,
except claims or liabilities to the extent caused by the sole negligence or willful
misconduct of the City.
5.0 DISCRIMINATION, TERMINATION, AND ENFORCEMENT.
5.1 Covenant Against Discrimination. Subrecipient covenants that, by
and for itself, its heirs, executors, assigns, and all persons claiming under or through
them, that there shall be no discrimination against or segregation of any person or group
of persons on account of race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, pregnancy, marital status, age, sexual
orientation, or any other basis pertaining to a Protected Characteristic under applicable
federal, state, or local law.
5.2 Term. Unless earlier terminated in accordance with Section 5.3 of
this Agreement, this Agreement shall continue in full force and effect until such time as
Subrecipient has completed the services set forth in Exhibit "A", but for a term not to
exceed one (1) year from the date on which this Agreement was executed by the Parties
("Term").
5.3 Termination Prior to Expiration of Term. Either party may
terminate this Agreement at any time, with or without cause, upon thirty (30) days'
written notice to the other party. Upon receipt of such notice of termination, Subrecipient
shall immediately cease all services hereunder except as may be specifically approved
by the Contract Officer. Subrecipient shall be entitled to compensation for all services
rendered prior to receipt of the notice of termination, and City shall be entitled to
reimbursement for any services that have been paid for but not rendered.
6.0 MISCELLANEOUS PROVISIONS.
6.1 Conflicts of Interest. Subrecipient, its agents and employees shall
comply with applicable federal, state, and local laws and regulations governing conflict of
interest. Subrecipient covenants that it presently has no interest and shall not acquire
any interest, direct or indirect, that may be affected by the services to be performed by it
under this Agreement, or that would conflict in any manner with the performance of its
services hereunder. Subrecipient further covenants that, in performing this Agreement,
no person having any such interest shall be employed by it. Furthermore, Subrecipient
shall avoid the appearance of having any interest that would conflict in any manner with
the performance of its services pursuant to this agreement. Subrecipient agrees not to
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accept any employment or representation during the term of this Agreement that is or
may likely make Subrecipient "financially interested" (as provided in California
Government Code Sections 1090 and 87100) in any decision made by City on any
manner in connection with which Subrecipient has been retained pursuant to this
Agreement.
6.2 Warranty and Representation of Non -Collusion. City hereby
warrants and represents that no official, officer, or employee of the City has any financial
interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of
the City participate in any decision relating to this Agreement which may affect his/her
financial interest or the financial interest of any corporation, partnership, or association in
which (s)he is directly interested, or in violation of any state or municipal statute or
regulation. The determination of "financial interest' shall be consistent with State law
and shall not include interest found to be "remote" or "non interest' pursuant to California
Government Code Sections 1091 and 1091.5. Subrecipient hereby warrants and
represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or
collusion that would result in the payment of any money, consideration, or other thing of
value to any third party including, but not limited to, any City official, officer, or employee,
as a result or consequence of obtaining or being awarded any agreement. Subrecipient
is aware of and understands that any such act(s), omission(s), or other conduct resulting
in the payment of money, consideration, or other thing of value will render this
Agreement void and of no force and effect.
Subrecipient Representative Initials �Z
6.3 Prohibited Activity. Subrecipient is prohibited from using CDBG
Funds provided herein, or personnel employed in the administration of the program for
which those funds have been granted, for any of the following activities: political
activities, activities of an inherently religious nature, lobbying, political patronage, and
nepotism activities. Religious entities may use CDBG funds for secular activities only in
accordance with the federal regulations specified in 24 CFR 570.200 (j), regarding such
activities as worship, religious instruction, or proselytization.
6.4 Non -Waiver of Terms, Rights and Remedies. Waiver by either
party of any of the conditions of performance under this Agreement shall not be a waiver
of any other condition of performance under this Agreement. In no event shall the
making by City of any payment to Subrecipient constitute or be construed as a waiver by
City of any breach of covenant, or any default that may then exist on the part of
Subrecipient, and the making of any such payment by City shall in no way impair or
prejudice any right or remedy available to City with regard to such breach or default.
Failure on the part of City to act with respect to a breach by Subrecipient shall not
constitute a waiver of City's right to act with respect to subsequent or similar breaches.
The failure of City to enforce any right or provision shall not constitute a waiver of such
right or provision.
6.5 Attorney's Fees. In the event that either party to this Agreement
shall commence any legal action or proceeding to enforce or interpret the provisions of
this Agreement, the prevailing party in such action or proceeding shall be entitled to
recover its costs of suit, including reasonable attorney's fees. The venue for any such
litigation shall be Los Angeles County.
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6.6 Notice. Any notice, demand, request, document, consent,
approval, or communication either party desires or is required to give to the other party
shall be in writing and either served personally or sent by prepaid, first class mail to the
address set forth below, or such other addressed as may from time to time be
designated by mail.
City: Keith Bennett
Community Development Department
City of Carson
701 East Carson Street
Carson, California 90745
With a Copy to: Aleshire & Wynder, LLP
Continental Park Terrace
2361 Rosecrans Avenue, Suite 475
EI Segundo, California 90245
Attention: Sunny Soltani, Esq.
Subrecipient: Kim Richards
Executive Director/Chief Professional Officer
Boys & Girls Clubs of Carson
1950 East 2201h Street, Suite 102
Carson, California 90810
6.7 Exhibits. All documents referenced as exhibits in this Agreement
are hereby incorporated into this Agreement as if set forth fully herein.
6.8 Entire Agreement. This Agreement, and any other documents
incorporated herein by specific reference, represents the entire and integrated
agreement between City and Subrecipient. This Agreement supersedes all prior oral or
written negotiations, representations, or agreements. This Agreement may not be
amended, nor any provision outreach hereof waived, except in a writing signed by the
parties that expressly refers to this Agreement.
6.9 California Law. This Agreement shall be interpreted, construed
and governed both as to validity and to performance of the parties in accordance with
the laws of the State of California. Legal actions concerning any dispute, claim or matter
arising out of or in relation to this Agreement shall be instituted in the Superior Court of
the County of Los Angeles, State of California. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
6.10 Severability. In the event that part of this Agreement shall be
declared invalid or unenforceable by a valid judgment or decree of a court of competent
jurisdiction, such invalidity or unenforceability shall not affect any of the remaining
portions of this Agreement which are hereby declared as severable and shall be
interpreted to carry out the intent of the parties hereunder unless the invalid provision is
so material that its invalidity deprives either party of the basic benefit of their bargain or
renders this Agreement meaningless.
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6.11 Waiver. No delay or omission in the exercise of any right or
remedy by non -defaulting party on any default shall impair such right or remedy or be
construed as a waiver. A party's consent to or approval of any act by the other party
requiring the party's consent or approval shall not be deemed to waive or render
unnecessary the other party's consent to or approval of any subsequent act. Any waiver
by either party of any default must be in writing and shall not be a waiver of any other
default concerning the same or any other provision of this Agreement.
6.12 Corporate Authority. The persons executing this Agreement on
behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii)
they are duly authorized to execute and deliver this Agreement on behalf of said party,
(iii) by so executing this Agreement, such party is formally bound to the provisions of this
Agreement, and (iv) the entering into this Agreement does not violate any provision of
any other Agreement to which said party is bound.
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date
first above written.
Dated: �jIvIi—
ATTEST:
Anl�
�Donesia L. Gause, City CI k
AP .SAVED AO FORM:
eshire & W n r, LLP
Su
Attorney
CITY OF CARSON, CAJIFORNIA
M
rt Robles,
SUBRECIPIENT:
BOYS AND GIRLS CLUBS OF
CARSON
By:
Name:
Title: CZZ
By: U, ,
Citla h e: � el u M 4 6" r—%,r-5 c."
Corporations require two NOTARIZED signatures by attaching a California All -Purpose
Acknowledgement; one from each of the following categories:
A. Chairman of Board, President or any Vice President; AND
B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief
Financial Officer.)
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CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES hh
iAbjAA �t 8u c Rccina to s
On 5Pj�, 2017 before me, )&5E t. Ack69-r,personally appeared �]I►n i �Eproved to me on
the basis of satisfactory evidence to be the person(ss-ywhose names(&&) is/ara subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
Wcdher/t4&4 signature(s) on the instrument the person(x,), or the entity upon behalf of which the person(,u) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
FWl'Im1' i. AROmA�, ROSE A. ACKERT
ITy fi Attd�SFfic�1 _ Commission # 2087059
•,•, a "= Notary Public California
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OPTIONAL
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prevent fraudulent reattachment of this form.
AM6A.Ti106*91WA131D)1111W)I "1010
❑
INDIVIDUAL
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CORPORATE OFFICER
TITLE(S )
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ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
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SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
S) OTHER THAN NAMED ABOVE
CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
132 '.
On o2 2017 before me, , ra T nom%
4 personally appeared �t�l �') , proved to me on
the basis of satisfactory evidence to be the persons) whose names(s) is/ar-e-subscribed to the within instrument and
acknowledged to me that 4te/she/they+ executed the same in his/her/dieir authorized capacity(), and that by
his/her/their signatures) on the instrument the person(s-), or the entity upon behalf of which the person(+acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
SANDRA J. TWWL
WITNESS myand and offici eal. Nohry Public - CaINornls
Signature:Jiilpl�WIZ.-Lot Anp*s C
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My Comm. Ex Ins Aul 28.2021
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
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CAPACITY CLAIMED BY SIGNER
DESCRIPTION OF ATTACHED DOCUMENT
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
TITLE OR TYPE OF DOCUMENT
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
NUMBER OF PAGES
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER IS REPRESENTING:
DATE OF DOCUMENT
(NAME OF PERSON(S) OR ENTITY(IES))
SIGNER(S) OTHER THAN NAMED ABOVE
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SCOPE OF SERVICES
EXHIBIT "A"
Subrecipient shall utilize the CDBG Funds provided by the City pursuant to this
Agreement to provide development programming for children and youth residing
in the City of Carson.
2. Services rendered by Subrecipient shall consist of prevention programs aimed at
youth at risk for gang activity, and other programs that will address teen issues
such as academic achievement, college preparation, researching and pursuing
careers, and job skills development.
3. Costs for which Subrecipient shall be reimbursed from the City funds granted
pursuant to this Agreement shall be limited to direct costs of personnel, including
wages, salaries, and benefits, associated with the provision of the services
described in paragraph No. 2, above, (specifically, the Unit Director); costs for
rental of Subrecipient's facility located at 21502 South Main Street, Carson.
California; costs of educational materials and printing associated with the
aforementioned services; and the subsidy of activity fees for participants who are
unable to pay such fees.
4. The primary location for services provided in accordance with this Agreement
shall be Subrecipient's facility located at 21502 South Main Street, Carson,
California, but shall also include satellite facilities operated by Subrecipient at the
following locations:
Bonita Street Elementary School, 21929 South Bonita Street, Carson,
California;
Towne Avenue Elementary School, 18924 Towne Avenue, Carson,
California;
Carson High School, 22328 South Main Street, Carson, California.
5. Subrecipient anticipates providing services to approximately 100 Carson
residents.
6. Recognizing Subrecipient's acknowledgement in Section 1.2 of this Agreement
that the activities carried out with the City funds granted pursuant to this
Agreement shall meet the CDBG program's national objective of benefitting low
and moderate income individuals, Subrecipient shall ensure that at least fifty-one
per cent (51%) of clients meet the standard of low and moderate income, as
determined by the City. Subrecipient shall verify participants' total household
income by requesting to see documentation that shows income information for all
household members, and shall keep records reflecting the verification of such
income on file and available for inspection by the Contract Officer or his or her
authorized representatives. Subrecipient shall also, to the extent practicable,
obtain information regarding the racial, ethnic, and female -headed household
status of participants. Subrecipient shall report the income, race, ethnicity, and
female -headed household status of participants to City in accordance with
Section 2, Program Evaluation and Review, and Section 3, Reporting
Requirements, of the attached Exhibit "B", "Special Requirements".
13
7. City will monitor Subrecipient's performance pursuant to this Agreement against
goals and performance standards including, but not limited to, those stated
above. Substandard performance as determined by the Contract Officer in his or
her sole and unfettered discretion will constitute noncompliance with this
Agreement. If action to correct such substandard performance is not taken by
Subrecipient within a reasonable period of time after being notified by the
Contract Officer, procedures to suspend or terminate this Agreement will be
initiated.
[END OF EXHIBIT "A"]
14
EXHIBIT "B"
SPECIAL REQUIREMENTS
The following is hereby added to this Agreement:
This Agreement is subject to and incorporates the terms of the Housing and Community
Development Act of 1974, as amended; 24 Code of Federal Regulations ("CFR")
Chapter V, Part 570; City's CDBG Program Guidelines; and all amendments or
successor regulations or guidelines thereto.
1. Federal Contracting Provisions. Subrecipient agrees to comply with the following
federal requirements in the performance of this Agreement:
A. Subrecipient shall comply with Executive Order 11246, as amended by
Executive Orders 11375 and 12086, and implementing regulations at 41 CFR
Chapter 60, which requires that during the performance of this Agreement,
Subrecipient agrees not to discriminate against any employee or applicant for
employment because of race, religion, sex, color, or national origin.
Subrecipient shall consider all applicants without respect to their race,
religion, sex, or national origin with respect to the following without limitation:
employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation;
and selection for training, including apprenticeship. Subrecipient agrees to
post in conspicuous places, available to employees and employment
applicants, notices setting forth the provisions of this nondiscrimination
clause.
B. In its solicitations or advertisements for employees, Subrecipient shall state
that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, or national origin.
C. Subrecipient shall comply with all restrictions against discrimination, as
required by Executive Order 11063, as amended by Executive Order 12259
and implementing regulations at 24 CFR Part 107.
D. Subrecipient shall comply with Section 3 of the Housing and Urban
Development Act of 1968, as amended, 12 U.S.C. 1701 et seq., which
requires that to the greatest extent feasible, opportunities for training and
employment be given to lower income residents of the project area and
contracts for work in connection with the project be awarded to business
concerns that are located in, or owned in substantial part by, persons residing
in the project area.
E. Subrecipient shall comply with Title VI of the Civil Rights Act of 1964, and
Section 109 of the Housing and Community Development Act of 1974, which
provides that no person shall, on the grounds of race, color, national origin, or
sex, be excluded from participation in, be denied the benefits of, or be
15
subjected to discrimination under any program or activity receiving federal
financial assistance.
F. Subrecipient shall comply with Section 504 of the Rehabilitation Act of 1973
(P.L. 93-112), as amended, and implementing regulations.
G. Subrecipient shall comply with the Age Discrimination Act of 1975 (P.L. 94-
135), as amended, and implementing regulations.
H. Subrecipient shall comply with the relocation requirements of Title II and the
acquisition requirements of Title III of the Uniform Relocation Assistance and
Real Property Acquisition Policies Act at 24 CFR Part 42.
I. Subrecipient shall comply with the restrictions prohibiting the use of funds for
the benefit of a religious organization or activity as set forth in 24 CFR
570.2000).
J. Subrecipient shall comply with the labor standard requirements as set forth in
24 CFR Part 570, Subpart K and HUD regulations issued to implement said
requirements.
K. Subrecipient shall comply with the Program Income requirements as set forth
in 24 CFR 570.504(c) and 570.503(b)(8).
L. Subrecipient shall comply with all federal laws and regulations described in
24 CFR 570, Subpart K, except that the Subrecipient does not assume the
City's environmental responsibilities as described at 24 CFR 570.604, nor
does the Subrecipient assume the City's responsibility for initiating the review
process under the provisions of 24 CFR Part 52.
M. Subrecipient shall comply with Executive Order 11988 relating to the
evaluation of flood hazards and Executive Order 11988 relating to the
prevention, control, and abatement of water pollution.
N. Subrecipient shall comply with the flood insurance purchase requirement of
Section 102(a) of the Flood Disaster Protection Act of 1978 (P.L. 93-234).
O. Subrecipient shall comply with the regulations, policies, guidelines and
requirements of 24 CFR 570; the "Common Rule," 24 CFR Part 85 and
Subpart J; and 2 CFR 200 (which revises and supersedes OMB Circulars No.
A-87, A-102, Revised, A-110, and A-122) as they relate to the acceptance
and use of federal funds under the federally assisted program.
P. Subrecipient shall comply with Title VII of the Civil Rights Act of 1968 (P. L.
90-284), as amended.
Q. Subrecipient shall comply with the lead-based paint requirements of 24 CFR
Part 35 issued pursuant to the Lead -Based Paint Poisoning Prevention Act
(42 U.S.C. 4801 et seq.).
16
R. Subrecipient shall comply with current City 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. Unless specified otherwise within this Agreement,
Subrecipient shall procure all materials, property, or services in accordance
with the provisions and requirements of 24 CFR 84.40-48.
S. Subrecipient shall maintain a property inventory system to numerically
identify HUD purchased property and document its acquisition date, as set
forth in 2 CFR 200.312 Federally -Owned and Exempt Property.
T. The use and disposition of real property and equipment by Subrecipient
under this Agreement shall be in accordance with the provisions and
requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504.
Upon expiration of the Agreement, the Subrecipient shall transfer to the City
any CDBG Funds on hand at the time of expiration and any accounts
receivable attributable to the use of CDBG Funds. Additionally, any real
property under the Subrecipient's control that was acquired or improved in
whole or in part with CDBG Funds (including CDBG Funds provided to the
Subrecipient in the form of a loan) in excess of $25,000 is either:
L Used to meet one of the national objectives in Section 570.208
(formerly Section 570.901) until five years after expiration of the
agreement, or for such longer period of time as determined to be
appropriate by the City; or
ii. Not used in accordance with paragraph (T)(i) above, in which event
the Subrecipient shall pay to the City an amount equal to the current
market value of the property less any portion of the value attributable
to expenditures of non-CDBG funds for the acquisition of, or
improvement to, the property. The payment is program income to the
City. (No payment is required after the period of time specified in
paragraph (s) of this section.)
U. Subrecipient shall comply with such other City, County, State, or Federal
laws, rules and regulations, executive orders or similar requirements which
might be applicable.
V. As City will use federal funds to pay Subrecipient for the services to be
performed under this Agreement, Subrecipient shall comply with 31 U.S.C.
Section 1352, which prohibits any recipient or subrecipient of federal funds
from: using such funds. to influence or attempt to influence an officer or
employee of any federal agency, a Member of Congress or an officer or
employee of Congress, or any employee of a Member of Congress in
connection with the awarding of any federal contract; making any federal
grant; making any federal loan; entering into any cooperative agreement;
and/or the extending, continuing, renewing, amending or modifying any
federal contract, grant, loan or cooperative agreement.
W. Every person who requests or receives a federal contract, grant, loan or
cooperative agreement from a federal agency or receives or requests from a
17
federal agency a commitment that would provide for the United States to
insure or guarantee a loan must file with that agency a written declaration and
certify that he or she has not made and will not make any prohibited
expenditure. Further, any person who requests or receives from a person
referred to above, a subcontract under a federal contract, a subgrant or
contract under a federal grant, a contract or subcontract to carry out any
purpose for which a particular federal loan is made, or contract under a
federal cooperative agreement, is required to file a written declaration with
the person who received the federal contract, grant, loan or commitment to
insure or guarantee a loan.
X. Subrecipient shall not receive any program income as defined in 24 CFR
Section 570.500(a).
2. Program Evaluation and Review. Subrecipient shall make performance, financial,
and all other records pertaining to this Agreement available to all City and HUD
personnel. City and HUD personnel may inspect and monitor Subrecipient's facilities
and program operations, including the interview of Subrecipient's staff and program
participants. Subrecipient agrees to submit to City or HUD all data necessary to
complete the Annual Grantee Performance Report in accordance with HUD
requirements and in the format and at the time designated by City or HUD Project
Directors or their designees.
3. Reporting Requirement. Subrecipient shall submit to City a monthly statistical
status report, using the forms shown in Exhibit "D" ("CDBG Monthly Activity
Reports") attached hereto, setting forth its activities for each reportable month. Such
reports shall be filed with City not later than the 15th day of the month following the
reportable month. The monthly activity reports shall contain without limitation ethnic
group, income level, female -headed household status and any other data as may be
requested by City, of each person assisted and the result of such assistance. In
addition to the monthly statistical status report, Subrecipient shall, on or before July
15, 2018, furnish City with a summary of Subrecipient's activities for the fiscal year
commencing July 1, 2017. Such summary shall include an annual statistical report.
4. Documentation and Record Keeping. 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 documenting all CDBG funds received from the City;
E. Records documenting expenses as identified in the monthly activity reports
and reimbursement requests submitted to the City, as well as the relationship
of these expenses to the CDBG-funded program;
F. Records required to document the acquisition, improvement, use, or
disposition of real property acquired or improved with CDBG assistance;
G. Records documenting compliance with the fair housing and equal opportunity
components of the CDBG program;
H. Financial records as required by 24 CFR 570.502 and 24 CFR 84.21-28, and
as otherwise stated within this Agreement; and
I. Other records necessary to document compliance with Subpart K of 24 CFR
Part 570.
Subrecipient shall maintain separate accounting records for the CDBG Funds provided
by the City. The City, HUD, Comptroller General of the United States, or any of their
duly authorized representatives shall have access to all books, documents, papers, and
records maintained by Subrecipient, as well as any of its own subrecipients or
subcontractors, which directly relate to the project that is the subject of this Agreement
for the purpose of audit, examination, excerpts, and transcriptions. Subrecipient shall
also 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
available to City or HUD monitors or their designees for review upon request.
5. Disclosure Requirement. Subrecipient shall make available all books and records
pertaining to each project or business activity that is funded by CDBG funds under
this Agreement for inspection and audit by HUD's representatives, upon request, at
any time during the term of this Agreement and for a period of five (5) years
thereafter. All such books and records shall be maintained by Subrecipient at a
location in Los Angeles County. Failure by Subrecipient to comply with the
requirements of this section shall constitute a material breach for which City may
terminate or suspend this Agreement.
Subrecipient understands that client information collected under this Agreement is
private and the use or disclosure of such information, when not directly connected
with the administration of City's or Subrecipient's responsibilities with respect to
services provided under this Agreement, is prohibited by applicable State and
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.
6. Project Close -Out. The Subrecipient's obligation to the City shall not end until all
close-out requirements are completed. Activities during this close-out period shall
include, but are not limited to: submission of final requests for payment, making final
payments, disposing of program assets in accordance with other provisions of this
Agreement, and determining the custodianship of records. Notwithstanding the
foregoing, the terms and conditions of this Agreement shall remain in full force and
effect during any period that the Subrecipient has control over the CDBG Funds,
including program income.
7. Suspension, Recovery of Funds.
A. In accordance with 24 CFR Section 85.43, suspension or termination may
occur if Subrecipient materially fails to comply with any term of the award.
B. If the funding source demands reimbursement for prior payments to
Subrecipient due to Subrecipient's failure to comply with any applicable term
of this Agreement, regulation or statute, Subrecipient shall reimburse City in
the amount of such disallowed payments.
C. The award may be terminated for convenience in accordance with 24 CFR
Section 85.44.
19
D. Upon expiration of this Agreement, Subrecipient shall transfer to City any
funds paid pursuant to this Agreement that are on hand at the time of
expiration and any accounts receivable attributable to the use of such funds.
[END OF EXHIBIT "B"]
Pic
BUDGET
(SCHEDULE OF COMPENSATION)
EXHIBIT "C"
For the services rendered pursuant to this Agreement, Subrecipient shall be reimbursed
in an amount not to exceed the Contract Sum of TEN THOUSAND FIVE HUNDRED
EIGHTY-ONE DOLLARS AND NO CENTS ($10,581.00) during the term of this
Agreement.
City shall reimburse Subrecipient for expenses that are documented to the satisfaction of
the City and are incurred by Subrecipient in the expense categories as detailed in Exhibit
"A" to this Agreement. City shall have the right to disapprove reimbursement for specific
expenditures and expense categories that the City finds to be ineligible under the CDBG
guidelines. There shall be no changes to the Scope of Services set forth in Exhibit "A" to
this Agreement unless the same is requested in writing by Subrecipient, and approved in
writing by the City.
Provided that Subrecipient is not in default hereunder, the Subrecipient shall be
reimbursed in accordance with the terms of this Agreement within thirty (30) days after
the City's receipt of an invoice from Subrecipient.
[END OF EXHIBIT "C"]
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a
ACOR!?® CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
10/24/2017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
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).
PRODUCER
Arthur J. Gallagher & Co.
Insurance Brokers of CA. LIC. # 0726293
505 N Brand Blvd, Suite 600
ONTACT
NAME: Brenda Aldape
PHONE 818-539-2300 IFAC a .818-539-2301
E-MAIL
. Brenda_Aldape@ajg.com
INSURERS AFFORDING COVERAGE NAIC #
Glendale CA 91203
INSURER A:Great American Insurance Company 16691
PAC 1918567 00
INSURED BOYS&GI-16
INSURERB:New York Marine And General Insurance 16608
Boys & Girls Club of Carson
1950 E 220th Street Suite 207
INSURER C :
CLAIMS -MADE X OCCUR
Long Beach, CA 90810
INSURER D
INSURER E:
INSURER F:
MED EXP (Any one person) $20,000
rnVFRAr.FC rFRTIFIrATF NIIMRFR• 1000114816
RFVI.glnM NI IMRFR-
THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
ITR
TYPE OF INSURANCE
INSD
WVD
POLICY NUMBER
MM/DDY�
MM/DDY�
LIMITS
A
X COMMERCIAL GENERAL LIABILITY
Y
Y
PAC 1918567 00
5/4/2017
5/4/2018
EACH OCCURRENCE $1,000,000
CLAIMS -MADE X OCCUR
DAMAGE T RENTED
PREMISES Ea occurrence $500,000
MED EXP (Any one person) $20,000
X Prof $1 M/$3M
PERSONAL &ADV INJURY $1,000,000
GENERAL AGGREGATE $3,000,000
GEML AGGREGATE LIMIT APPL ES PER
POLICY 1-1PRO-
JECT X LOC
PRODUCTS -COMP/OPAGG $3,000,000
$
OTHER:
A
AUTOMOBILE
LIABILITY
CAP 1918568 00
5/4/2017
5/4/2018
COMBINED SINGLE IrgIr—
Ea accident $1,000,000
BODILY INJURY (Per person) $
X
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
BODILY INJURY (Per accident) $
X
HIRED NON -OWNED
AUTOS ONLY X AUTOS ONLY
PR PERTY DAMAGE
Per accident)$
b
A
X
UMBRELLA UAB
X
OCCUR
UMB 1918569 00
5/4/2017
5/4/2018
EACH OCCURRENCE $2,000,000
AGGREGATE $2,000,000
EXCESS LIAB
CLAIMS -MADE
DED X RETENTION $10,000
$
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
WC201700005385
4/1/2017
4/1/2018PER
OTH-
X STATUTE ER
ANY PROPRIETOR/PARTNER/EXECUTIVE
EL EACH ACCIDENT $1,000,000
OFFICER/MEMBER EXCLUDED? ❑
N / A
E L DISEASE - EA EMPLOYEE $1,000,000
(Mandatory In NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
E L DISEASE - POLICY LIMIT $1,000,000
A
Improper Sexual Conduct
PAC 1918567 00
5/4/2017
5/4/2018
Per Occurrence $ 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required)
City of Carson is named additional insured with respect to the operations of the named insured. Workers Compensation coverage excluded,
evidence only. Waiver of Subrogation for General Liability applies in favor of certificate holder. Such insurance is Primary and Non -Contributory
CERTIFICATE HOLDER CANCELLATION
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Carson
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
701 E. Carson Street
ACCORDANCE WITH THE POLICY PROVISIONS.
Carson CA 90745
AUUTTHAO�R.IZE�D' REP ESENTATIVE
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
1
C S1*05/10/17*PAC 1918567-00 972298066 *D/B ORIG IMAGE COPY
0694804 GREAT AMERICAN INSURANCE CO
CG 89 70 (Ed. 11/14)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
SIGNATURE GENERAL LIABILITY BROADENING ENDORSEMENT
This Endorsement modifies and is subject to the insurance provided under the following form:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
The following extension only applies in the event that no other specific coverage for the indicated loss
exposure is provided under this Policy. If other specific coverage applies, the terms, conditions and
limits of that Coverage are the exclusive coverage applicable under this Policy, unless otherwise noted in
this Endorsement. This is a summary of the various additional coverages and coverage modifications
provided by this Endorsement. For complete details on specific coverages, consult the actual policy
wording .
Coverage Description
Limit of Insurance
Page
Non -Owned Aircraft
Included
2
Non -Owned Watercraft
Included
2
Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock
Included
3
Medical Payments
$ 20,000
3
Damage to Premises Rented to You
$ 1,000,000
3
Supplementary Payments - Bail Bonds
$ 3,000
4
Supplementary Payments - Loss of Earnings
$ 1,000 per day
4
Newly Formed or Acquired Organizations
Included
4
Unintentional Failure to Disclose Hazards
Included
5
Knowledge of Occurrence, Claim or Suit
Included
5
Property Damage Liability - Elevators
Included
5
Property Damage Liability - Borrowed Equipment
Included
5
Liberalization Clause
Included
6
Amendment of Pollution Exclusion (Premises)
Included
6
Limited Property Damage to Property of Others
$ 5,000
6
Additional Insured - Manager or Lessor of Premises
Included
7
CG 89 70 (Ed. 11/14) (Page 1 of 12)
C * S1 *05/10/17*PAC1 91 8567-00 972298066 *D/B ORIG IMAGE COPY
0694804 GREAT AMERICAN INSURANCE CO
Coverage Description
Limit of Insurance
Page
Additional Insured - Funding Sources
Included
7
Additional Insured - By Contract
Included
8
Primary and Non -Contributory Additional Insured Extension
Included
10
Additional Insureds - Protection of Your Limits
Included
10
Blanket Waiver of Transfer of Rights of Recovery Against Others
to Us (Subrogation)
Included
11
Property Damage Extension With Voluntary Payments
$ 1,000/$ 5,000
11
Who Is An Insured - Fellow Employee Extension - Management
Employees
Included
12
Broadened Personal and Advertising Injury
Included
12
A. Non -Owned Aircraft
Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property
Damage Liability, exclusion g. Aircraft, Auto or Watercraft does not apply to an aircraft provided:
1. it is not owned by any insured;
2. it is hired, chartered or loaned with a trained paid crew;
3. the pilot in command holds a currently effective certificate, issued by the duly constituted
authority of the United States of America or Canada, designating him or her a commercial or
airline pilot; and
4. it is not being used to carry persons or property for a charge.
However, the insurance afforded by this provision does not apply if there is available to the Insured
other valid and collectible insurance, whether primary, excess (other than insurance written to apply
specifically in excess of this Policy), contingent or on any other basis, that would also apply to the
loss covered under this provision.
B. Non -Owned Watercraft
Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property
Damage Liability, subparagraph (2) of exclusion g. Aircraft, Auto or Watercraft is replaced by the
following:
This exclusion does not apply to:
(2) A watercraft you do not own that is:
(a) less than 60 feet long; and
CG 89 70 (Ed. 11/14) (Page 2 of 12)
C S1'05/10/17'PAC 1918567-00 972298066 'D/B ORIG IMAGE COPY
0694804 GREAT AMERICAN INSURANCE CO !
(b) not being used to carry persons or property for a charge.
C. Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock
Under SECTION V - DEFINITIONS, Definition 3. is replaced by the following:
3. "Bodily Injury" means physical injury, sickness, or disease, including death of a person. 'Bodily
Injury" also means mental injury, mental anguish, humiliation, or shock if directly resulting from
physical injury, sickness, or disease to that person.
D. Medical Payments
If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by
this Policy are amended as follows:
The Medical Expense Limit in paragraph 7, of SECTION III - LIMITS OF INSURANCE is replaced by
the following Medical expense Limit:
The Medical Expense Limit provided by this Policy shall be the greater of:
a. $ 20,000, or
b. the amount shown in the Declarations for Medical Expense Limit
This provision 7. is subject to all the terms of SECTION III - LIMITS OF INSURANCE.
E. Damage to Premises Rented to You
If Damage to Premises Rented to You is not otherwise excluded from this Coverage Part:
1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property
Damage Liability.-
3.
iability:3. The last paragraph of paragraph 2. Exclusions is deleted in its entirety and replaced by the
following:
Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke,
leakage from an automatic fire protection system or water to premises while rented to you
or temporarily occupied by you with permission of the owner. A separate Limit of
Insurance applies to this coverage as described in SECTION III - LIMITS OF INSURANCE.
However, this insurance does not apply to damage to premises while rented to you, or
temporarily occupied by you with the permission of the owner, caused by:
I. rupture, bursting, or operation of pressure relief devices;
ii. rupture or bursting due to expansion or swelling of the contents of any building or
structure, caused by or resulting from water;
iii. explosion of steam boilers, steam pipes, steam engines, or steam turbines, or
iv. flood
2. Paragraph 6. Under SECTION III - LIMITS OF INSURANCE is deleted in its entirety and
replaced with the following:
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6. Subject to paragraph 5. above, the most we will pay under Coverage A for damages
because of "property damage" to any one premises, while rented to you, or in the case of
damage caused by fire, lightning, explosion, smoke, leakage from automatic fire protection
system or water while rented to you or temporarily occupied by you with the permission
of the owner, for all such damage caused by fire, lightning, explosion, smoke, leakage from
automatic fire protection systems or water proximately caused by the same event, whether
such damage results from fire, lightning, explosion, smoke, leakage from automatic fire
protection systems or water or any combination of the six, is the higher of $ 1,000,000 or
the amount shown in the Declarations for the Damage to Premises Rented to You Limit.
3. Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, subsection 4. Other
Insurance, paragraph b. Excess Insurance where the words "Fire insurance" appear they are
changed to "insurance for fire, lightning, explosion, smoke, leakage from an automatic fire
protection system or water."
4. As regards coverage provided by this provision I. Damage to Premises Rented to You -
paragraph 9.a. of Definitions is replaced with the following:
9. a. a contract for a lease of premises. However, that portion of the contract for a lease of
premises that indemnifies any person or organization for damage by fire, lightning,
explosion, smoke, leakage from automatic fire protection systems or water to
premises while rented to you or temporarily occupied by you with the permission of
the owner is not an "insured contract";
F. Supplementary Payments
1. In the Supplementary Payments - Coverages A and B provision, paragraph 1.b. is replaced
with:
b. Up to $ 3,000 for the cost of bail bonds required because of accidents or traffic law
violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage
applies. We do not have to furnish these bonds.
2. Paragraph 1.d. is replaced by the following:
d. All reasonable expenses incurred by the Insured at our request to assist us in the
investigation or defense of the claim or "suit," including actual loss of earnings up to $
1,000 a day because of time off work.
G. Newly Formed or Acquired Organizations
Paragraph 3. of SECTION II - WHO IS AN INSURED is replaced by the following:
3. Any organization you newly acquire or form and over which you maintain ownership or majority
interest, will qualify as a named insured if there is no other similar insurance available to that
organization. However:
a. coverage under this provision is afforded only until the expiration of the policy period in
which the entity was acquired or formed by you;
b. coverage A does not apply to "bodily injury" or property damage that occurred before you
acquired or formed the organization; and
c. coverage B does not apply to "personal and advertising injury" arising out of an offense
committed before you acquired or formed the organization.
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d. records and descriptions of operations must be maintained by the first named insured.
No person or organization is an insured with respect to the conduct of any current or past
partnership, joint venture or limited liability company that is not shown as a named insured in the
Declarations or qualifies as an insured under this provision.
H. Unintentional Failure to Disclose Hazards
Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to
Condition 6. Representations:
Failure of the Insured to disclose all hazards existing as of the inception date of this Policy shall not
prejudice the insurance with respect to the coverage afforded by this Policy, provided such failure
or omission is not intentional on the part of the Insured.
I. Knowledge of Occurrence, Claim or Suit
Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to
Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit:
Knowledge of any occurrence, claim, or suit by any agent, servant or employee of the Named
Insured does not in itself constitute knowledge by the Insured unless notice of such injury, claim or
suit shall have been received by:
a. you, if you are an individual;
b. a partner, if you are a partnership
c. an executive officer or insurance manager, if you are a corporation.
J. Property Damage Liability - Elevators
1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property
Damage Liability, subparagraphs (3), (4) and (6) of exclusion j. Damage to Property do not
apply if such property damage results from the use of elevators.
2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS,
Condition 4. Other Insurance, paragraph b. Excess Insurance:
The insurance afforded by this provision of this Endorsement is excess over any property
insurance, whether primary, excess, contingent or on any other basis.
K. Property Damage Liability - Borrowed Equipment
1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property
Damage Liability, subparagraph (4) of exclusion j. Damage to Property does not apply to
"property damage" to borrowed equipment while not being used to perform operations at a job
site.
2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY Conditions,
Condition 4. Other Insurance, paragraph b. Excess Insurance:
The insurance afforded by this provision of this Endorsement is excess over any property
insurance, whether primary, excess, contingent or on any other basis.
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L. Liberalization Clause
If we revise this Signature General Liability Broadening Endorsement to provide more coverage
without additional premium charge, your policy will automatically provide the coverage as of the
date the revision is effective in your state.
M. Amendment of Pollution Exclusion (Premises)
1. The following is added to paragraph (1)(a) of Exclusion f. of SECTION I - COVERAGE A -
Bodily Injury and Property Damage Liability:
(iv) "Bodily injury" or "property damage" arising out of the actual discharge, dispersal, seepage,
migration, release or escape of "pollutants."
As used in this Endorsement, the actual discharge, dispersal, seepage, migration, release or
escape of pollutants must:
(aa) commence on a clearly identifiable day during the policy period; and
(bb) end, in its entirety, within seventy-two (72) hours of the commencement of the
discharge, dispersal, seepage, migration, release or escape of "pollutants"; and
(cc) be discovered and reported to us within fifteen (15) days of the clearly identifiable day
that the discharge, dispersal, seepage, migration, release or escape of "pollutants"
commences; and
(dd) be neither expected nor intended from the standpoint of any insured; and
(ee) be unrelated to any previous discharge, dispersal, seepage, migration, release or
escape; and
(ff) not originate at or from a storage tank or other container, duct or piping which:
a. is below the surface of the ground or water; or
b. at any time has been buried under the surface of the ground or water and then is
subsequently exposed.
2. For the purposes of this coverage, the following is added to the definition of "property
damage" of SECTION V - DEFINITIONS and applies only as respects this coverage:
Land or water, whether below ground level or not, is not tangible property.
3. Coverage provided hereunder does not apply to any discharge, dispersal, seepage, migration,
release or escape that is merely threatened or alleged rather than shown to have actually
occurred.
N. Limited Property Damage to Property of Others
The following is added under SECTION I - SUPPLEMENTARY PAYMENTS - COVERAGES A and B:
3. We will pay up to $ 5,000 for loss to personal property of others while in the temporary care,
custody or control of an insured caused by any person participating in your organized activities.
For the purpose of this supplementary payment, loss shall mean damage or destruction but
does not include mysterious disappearance or loss of use. In the event of a theft, a police
report must be filed. This supplementary payment does not apply if:
a. coverage is otherwise provided by the Property Coverage part (if any) of this Policy; or
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b. the loss is covered by any other insurance you have or by any insurance of such person
who causes such loss.
These payments will not reduce the Limits of Insurance.
O. Additional Insured - Manager or Lessor of Premises
1. SECTION II - WHO IS AN INSURED is amended to include as an additional insured any person
or organization from whom you lease or rent property and which requires you to add such
person or organization as an additional insured on this Policy under:
(a) a written contract; or
(b) an oral agreement or contract where a Certificate of Insurance showing that person or
organization as an additional insured has been issued;
but the written or oral contract or agreement must be an "insured contract," and,
(i) currently in effect or become effective during the term of this Policy; and
(ii) executed prior to the "bodily injury," "property damage," "personal and advertising injury."
2. With respect to the insurance afforded to the Additional Insured identified in paragraph 1.
above, the following additional provisions apply:
(a) This insurance applies only with respect to the liability arising out of the ownership,
maintenance or use of that part of the premises leased to you.
(b) The Limits of Insurance applicable to the Additional Insured are the lesser of those
specified in the written contract or agreement or in the Declarations for this Policy and
subject to all the terms, conditions and exclusions for this Policy. The Limits of Insurance
applicable to the Additional Insured are inclusive of and not in addition to the Limits of
Insurance shown in the Declarations.
(c) In no event shall the coverages or Limits of Insurance in this Coverage Form be increased
by such contract.
(d) Coverage provided herein is excess over any other valid and collectible insurance available
to the Additional Insured whether the other insurance is primary, excess, contingent or on
any other basis unless a written contractual arrangement specifically requires this insurance
to be primary.
(e) This insurance applies only to the extent permitted by law.
3. This insurance does not apply to:
(a) Any "occurrence" or offense which takes place after you cease to be a tenant in that
premises.
(b) Structural alterations, new construction or demolition operations performed by or on behalf
of the Additional Insured.
P. Additional Insured - Funding Sources
1. SECTION II - WHO IS AN INSURED is amended to include as an additional insured any Funding
Source which requires you in a written contract to name the Funding Source as an additional
insured but only with respect to liability arising out of:
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a. your premises; or
b. "your work" for such additional insured; or
c. acts or omissions of such additional insured in connection with the general supervision of
"your work"
and only to the extent set forth as follows,
a. The Limits of Insurance applicable to the Additional Insured are the lesser of those
specified in the written contract or agreement or in the Declarations for this Policy and
subject to all the terms, conditions and exclusions for this Policy. The Limits of Insurance
applicable to the Additional Insured are inclusive of and not in addition to the Limits of
Insurance shown in the Declarations.
b. The insurance afforded to the Additional Insured only applies to the extent permitted by law
c. If coverage provided to the Additional Insured is required by a contract or agreement, the
insurance afforded to such additional insured will not be broader than that which you are
required by the contract or agreement to provide for such additional insured.
d. In no event shall the coverages or Limits of Insurance in this Coverage Form be increased
by such contract.
Q. Additional Insureds - By Contract
1. SECTION II - WHO IS AN INSURED is amended to include as an insured any person or
organization whom you have agreed to add as an additional insured in a written contract, written
agreement or permit. Such person or organization is an additional insured but only with respect
to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out
of:
a. your acts or omissions, or the acts or omissions of those acting on your behalf, in the
performance of your ongoing operations for the Additional Insured that are subject of the
written contract or written agreement provided that the "bodily injury" or "property damage
occurs, or the "personal and advertising injury" is committed, subsequent to the signing of
such written contract or written agreement; or
b. the maintenance, operation or use by you of equipment rented or leased to you by such
person or organization; or
c. the Additional Insureds financial control of you; or
d. operations performed by you or on your behalf for which the state or political subdivision
has issued a permit
However:
1. the insurance afforded to such additional insured only applies to the extent permitted by
law; and
2. if coverage provided to the Additional Insured is required by contract or agreement, the
insurance afforded to such additional insured will not be broader than that which you are
required by the contract or agreement to provide such additional insured.
With respect to paragraph 1.a. above, a person's or organization's status as an additional insured
under this Endorsement ends when:
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(1) all work, including materials, parts or equipment furnished in connection with such work, on
the project (other than service, maintenance or repairs) to be performed for or on behalf
of the Additional Insured(s) at the location of the covered operations has been completed;
or
(2) that portion of "your work" out of which the injury or damage arises has been put to its
intended use by any person or organization other than another contractor or subcontractor
engaged in performing operations for a principal as a part of the same project.
With respect to paragraph 1.b. above, this insurance does not apply to any "occurrence" which
takes place after the equipment rental or lease agreement has expired or you have returned
such equipment to the lessor.
The insurance provided by this Endorsement applies only if the written contract or written
agreement is signed prior to the "bodily injury" or "property damage "
We have no duty to defend an additional insured under this Endorsement until we receive
written notice of a "suit' by the Additional Insured as required in paragraph b. of Condition 2.
Duties in the Event of Occurrence, Offense, Claim or Suit under SECTION IV -
COMMERCIAL GENERAL LIABILITY CONDITION.
2. With respect to the insurance provided by this Endorsement, the following are added to
paragraph 2. Exclusions under SECTION I - COVERAGE A - Bodily Injury and Property
Damage Liability:
This insurance does not apply to:
a. "Bodily injury" or "property damage" that occurs prior to your commencing operations at
the location where such "bodily injury" or "property damage" occurs.
b. "Bodily injury," "property damage" or "personal and advertising injury" arising out of the
rendering of, or failure to render, any professional architectural, engineering or surveying
services, including:
(1) the preparing, approving, or failing to prepare or approve, maps, shop drawings,
opinions, reports, surveys, field orders, change orders or drawings and specifications;
or
(2) supervisory, inspection, architectural or engineering activities.
This exclusion applies even if the claims against any insured allege negligence or other
wrongdoing in the supervision, hiring, employment, training or monitoring of others by that
Insured, if the "occurrence" which caused the "bodily injury" or "property damage," or the
offense which caused the "personal and advertising injury," involved the rendering of, or failure
to render, any professional architectural, engineering or surveying services.
c. "Bodily injury" or "property damage" occurring after:
(1) all work, including materials, parts or equipment furnished in connection with such
work, on the project (other than service, maintenance or repairs) to be performed for
or on behalf of the Additional Insured(s) at the location of the covered operations has
been completed; or
(2) that portion of "your work" out of which the injury or damage arises has been put to its
intended use by any person or organization other than another contractor or
subcontractor engaged in performing operations for a principal as a part of the same
project.
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d. Any person or organization specifically designated as an additional insured for ongoing
operations by a separate additional insured endorsement issued by us and made part of this
Policy.
3. With respect to the insurance afforded to these Additional Insureds, the following is added to
SECTION III - LIMITS OF INSURANCE:
If coverage provided to the Additional Insured is required by a contract or agreement, the most
we will pay on behalf of the Additional Insured is the amount of insurance:
a. required by the contract or agreement; or
b. available under the applicable Limits of Insurance shown in the Declarations;
whichever is less.
This Endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.
R. Primary and Non -Contributory Additional Insured Extension
This provision applies to any person or organization who qualifies as an additional insured under any
form or endorsement under this Policy.
Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS
Is amended as follows:
a. The following is added to paragraph a. Primary Insurance:
This insurance is primary to and will not seek contribution from any other insurance available to
an additional insured under your policy provided that:
(1) the Additional Insured is a named insured under such other insurance; and
(2) you have agreed in writing in a contract or agreement that this insurance would be primary
and would not seek contribution from any other insurance available to the Additional
Insured.
b. The following is added to paragraph b. Excess Insurance:
When a written contract or written agreement, other than a premises lease, facilities rental
contract or agreement, an equipment rental or lease contract or agreement or permit issued by
a state or political subdivision between you and an additional insured does not require this
insurance to be primary or primary and non-contributory, this insurance is excess over any
other insurance for which the Additional Insured is designated as a named insured.
Regardless of the written agreement between you and an additional insured, this insurance is
excess over any other insurance whether primary, excess, contingent or on any other basis for
which the Additional Insured has been added as an additional insured on other policies.
S. Additional Insureds - Protection of Your Limits
This provision applies to any person or organization who qualifies as an additional insured under any
form or endorsement under this Policy.
I. The following is added to Condition 2. Duties in the Event of Occurrence, Offense, Claim or
Suit:
An additional insured under this Endorsement will as soon as practicable:
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a. give written notice of an "occurrence" or an offense that may result in a claim or "suit"
under this insurance to us;
b. tender the defense and indemnity of any claim or "suit" to all insurers whom also have
insurance available to the Additional Insured; and
c. agree to make available any other insurance which the Additional Insured has for a loss we
cover under this Coverage Part.
d. we have no duty to defend or indemnify an additional insured under this Endorsement until
we receive written notice of a "suit" by the Additional Insured.
2. The Limits of Insurance applicable to the Additional Insured are those specified in a written
contract or written agreement or the Limits of Insurance stated in the Declarations of this Policy
and defined in SECTION III - LIMITS OF INSURANCE of this Policy, whichever are less. These
limits are inclusive of and not in addition to the Limits of Insurance available under this Policy.
T. Blanket Waiver of Transfer of Rights of Recovery Against Others to Us (Subrogation)
Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to
Condition 8. Transfer of Rights of Recovery Against Others to Us:
If required by a written contract or written agreement, we waive any right of recovery we may
have against a person or organization because of payment we make for injury or damage arising out
of your ongoing operations or "your work" done under a contract for that person or organization
and included in the "products -completed operations hazard" provided that the injury or damage
occurs subsequent to the execution of the written contract or written agreement.
U. Property Damage Extension with Voluntary Payments
1. The following is added to paragraph 1. Insuring Agreement of SECTION I - COVERAGE A -
Bodily Injury and Property Damage Liability.
At your request we will pay for "loss" to property of others caused by your business
operations for which this Policy provides liability insurance. Such payment will be made without
regard to your legal obligation to do so. The "loss" must occur during the policy period and
must take place in the "coverage territory."
2. With respect to the coverage afforded under paragraph 1. above, paragraph 2. Exclusions of
SECTION I - COVERAGES A - Bodily Injury and Property Damage Liability is amended as
follows:
Exclusions j.(3), j.(4), j.(5) and j.(6) are deleted.
3. As respects coverage afforded by this coverage, SECTION III - LIMITS OF INSURANCE is
replaced by the following:
Regardless of the number of insureds, claims made or "suits" brought or persons or
organizations making claims or bring "suits
1. Subject to 2. Below, the most we will pay for one or more "loss" arising out of any one
"occurrence" is $ 1,000.
2. The aggregate amount we will pay for the sum of all "loss" in an annual period is $ 5,000.
This aggregate amount is part of and not in addition to the General Aggregate Limit
described in paragraph 2. of SECTION III - LIMITS OF INSURANCE.
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V. Who Is an Insured - Fellow Employee Extension - Management Employees
1. The following is added to paragraph 2.a.(1) of SECTION it - WHO IS AN INSURED:
Paragraph (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury"
caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity
as used herein means the "employee's" job responsibilities assigned by you, including the direct
supervision of other "employee" of yours. However, none of these "employees" are insureds
for "bodily injury" or "personal and advertising injury" arising out of their willful conduct, which
is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising
injury," caused in whole or in part by their intoxication by liquor or controlled substances.
This coverage is excess over any other valid and collectable insurance available to your
"employee."
W. Broadened Personal and Advertising Injury
1. Unless "Personal and Advertising Injury" is excluded from this Policy, the following is added to
SECTION V - DEFINITIONS Item 14.:
h. mental injury, mental anguish, humiliation, or shock, if directly resulting from Items 14.a.
through 14.e.
CG 89 70 (Ed. 11/14) (Page 12 of 12)
Named Insured: Boys 8 Girls Club of Carson
Policy No. PAC 1918567 00 CG 20 10 (Ed. 04 13)
Effective Date: 5/4/2017
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED 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)
Location(s) of Covered Operations
City of Carson
A i insured premises and operatirns
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. SECTION II - WHO IS AN INSURED Is amended to include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage"
or "personal and advertising injury" caused, in whole or in part, by:
1. your acts or omissions; or
2. the acts or omissions of those acting on your behalf;
in the performance of your ongoing operations for the Additional Insured(s) at the location(s) designated
above.
However;
1. the insurance afforded to such additional insured only applies to the extent permitted by law; and
2. if coverage provided to the Additional Insured is required by a contract or agreement. the insurance
afforded to such additional insured will not be broader than that which you are required by the contract
or agreement to provide for such additional insured.
B. With respect to the insurance afforded to these Additional Insureds, the following additional exclusions apply:
This insurance does not apply to "bodily injury" or "property damage" occurring after:
1. all work, including materials, parts or equipment furnished in connection with such work, on the project
(other than service, maintenance or repairs) to be performed by or on behalf of the Additional Insured(s)
at the location of the covered operations has been completed; or
Copyright, ISO Properties, Inc., 2012
CG 20 10 (Ed. 04/13) (Page 1 of 2)
2. that portion of "your work" out of which the injury or damage arises has been put to its intended use by
any person or organization other than another contractor or subcontractor engaged in performing
operations for a principal as a part of the same project.
C. With respect to the insurance afforded to these Additional Insureds, the following is added to SECTION III -
LIMITS Of.INSURANCE:
If coverage provided to the Additional Insured is required by a contract or agreement, the most we will pay
on behalf of the Additional Insured is the amount of insurance:
1. required by the contract or agreement; or
2. available under the applicable Limits of Insurance shown in the Declarations;
whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.
Copyright, ISO Properties, Inc., 2012
CG 20 10 (Ed. 04/13) (Page 2 of 2)
SECOND AMENDED AND RESTATED BYLAWS
OF
BOYS & GIRLS CLUBS OF CARSON
a California Nonprofit Public Benefit Corporation
ARTICLE I. Name
The name of this corporation is Boys & Girls Clubs of Carson (the "Corporation"), a
California nonprofit public benefit corporation, which was formerly known as Boys and Girls
Club of Carson.
ARTICLE II. Offices and Purpose
Section 1. PRINCIPAL OFFICE. The Corporation's principal office is located at
2255 East 220th Street, Suite 175, Carson, California 90810. The Board of Directors (herein
called the "Board") is granted full power and authority to change the location of the principal
office from time to time.
Section 2. PURPOSE. The Corporation is a nonprofit public benefit Corporation and
is not organized for the private gain of any person. The Corporation is organized under the
Nonprofit Public Benefit Corporation Law for charitable purposes. The specific purpose of the
Corporation is to promote the physical, mental and moral well being of youth by providing such
means of education, recreation and guidance as may seem most likely to achieve the desired
ends.
Section 3. INTERNAL REVENUE CODE RESTRICTIONS.
(a) No part of the net earnings of the Corporation shall inure to the benefit of, or
be distributable to, its directors, officers or other private persons, except that the Corporation
shall be authorized and empowered to pay reasonable compensation for services rendered
and to make payments and distributions in furtherance of the purposes set forth herein.
(b) No substantial part of the activities of the Corporation shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and the Corporation shall not
participate in or intervene in (including the publishing or distribution of statements) any
political campaign on behalf of or in opposition to any candidate for public office.
(c) Notwithstanding any provision of these Second Amended and Restated
Bylaws of Boys & Girls Clubs of Carson (these "Bylaws") or the Corporation's Articles of
Incorporation (the "Articles") to the contrary, the Corporation shall not carry on any activities
not permitted to be carried on (i) by a corporation exempt from federal income tax under
Section 501(c)(3) of the Internal Revenue Code, or (ii) by a corporation, contributions to
which are deductible under Section 170(c)(2) of the Internal Revenue Code.
ARTICLE III. Membership
Section 1. MEMBERS. The Corporation shall have no members. Any action which
would otherwise require approval by a majority of all members or approval by the members shall
require only approval of the Board. All rights which would otherwise vest in the members shall
vest in the directors.
Section 2. ASSOCIATES. Nothing in this Article III shall be construed as limiting
the right of the Corporation to refer to contributors (such as Regents) or other persons associated
with the Corporation as "associates" or "members" even though such persons are not members of
the Corporation, and no such reference shall constitute anyone a member within the meaning of
Section 5056 of the Nonprofit Corporation Law. The Corporation may confer, by amendment of
its Articles of Incorporation or of these Bylaws, some or all of the rights of a member, as set forth
in the California Nonprofit Corporation Law, upon any person or persons who do not have the
right to vote for the election of directors or on a disposition of substantially all of the assets of the
Corporation or on a merger or on a dissolution or on changes to the Corporation's Articles or
these Bylaws, but no such person shall be a member within the meaning of said Section 5056.
Section 3. REGENTS. The Corporation may designate certain contributors to the
Corporation as "Regents," depending upon the classifications or levels of financial contributions
to the Corporation as determined by the Board. Regents shall be an honorary designation
conferred upon the financial contributors as designated by the Board from time to time and shall
have no executive, management, administrative or other operational role in the Corporation.
ARTICLE IV. Board of Directors
Section 1. POWERS. Subject to the provisions and limitations of the Nonprofit
Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of
the Articles or these Bylaws, the activities and affairs of the Corporation shall be conducted and
all corporate powers shall be exercised by or under the direction of the Board. The Board may
delegate the management of the activities of the Corporation to any person or persons, a
management company or committees however composed, provided that the activities and affairs
of the Corporation shall be managed and all corporate powers shall be exercised under the
ultimate direction of the Board. Without prejudice to such general powers, but subject to the
same limitations, it is hereby expressly declared that, in addition to the other powers enumerated
in these Bylaws, the Board shall have the following powers (including, without limitation, the
authority to delegate the exercise of its powers subject to the supervision by the Board):
(a) To select and remove, at the pleasure of the Board, all officers, agents, and
employees of the Corporation; prescribe powers and duties for them as may not be inconsistent
with law, the Corporation's Articles or these Bylaws; and fix their compensation.
(b) To change the principal office or the principal business office of the Corporation
as set forth in Article II, Section 1; conduct, manage and control the affairs and activities of the
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Corporation and to make such policies, rules and regulations therefor not inconsistent with law,
the Articles or these Bylaws, as they may deem best.
(c) To adopt, make and use a corporate seal and to alter the form of such seal from
time to time as they may deem best.
(d) To borrow money and incur indebtedness for the purposes of the Corporation, and
to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and
securities therefor.
(e) To carry on a business at a profit and apply any profit that results from the
business activity to any activity in which it may lawfully engage.
Section 2. NUMBER OF DIRECTORS. The number of directors on the Board shall
be not less than fourteen (14) and not more than thirty-five (35). The exact number of directors
on the Board shall be fixed from time to time by resolution of the Board. The Board is granted
full power to change the number of directors subject to the limitations of the first sentence in this
Section 2 of Article IV.
Section 3. RESTRICTION ON INTERESTED PERSONS AS DIRECTORS. No
more than forty-nine percent (49%) of the persons serving as directors may be interested
persons. As of any particular date, an "interested person" is (a) any person being
compensated by the Corporation for services rendered to it within the previous twelve (12)
months, whether as a full-time or part-time employee, independent contractor, or otherwise,
excluding any reasonable compensation paid to a director as director; and (b) any brother,
sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-
law, mother-in-law, or father-in-law of such person. However, no violation of this Article
IV, Section 3 shall affect the validity or enforceability of any transaction entered into by the
Corporation.
Section 4. SELECTION AND TERM OF OFFICE.
(a) At the meeting of the Board at which these Bylaws are adopted, the terms of all
previously elected directors shall be deemed to expire at the conclusion of the meeting, and new
directors shall be elected by the Board during such meeting for such terms as set forth by the
Board. In the event that the Board expands the number of directors, the Board shall elect each
such additional director to a term of three (3) years.
(b) At the expiration of the applicable initial term for each director as established for
each such director pursuant to Section 4(a) of Article IV, an election shall be held at the annual
meeting to elect a director to each such seat for a three (3) year term, and each newly elected or
re-elected director shall serve until the third (3rd) annual meeting of the Board following the
meeting in which such director was elected and until a successor has been elected and qualified.
(c) To support the Corporation's purpose, directors will be identified from the
community at large and the composition of the Board will strive to represent the diversity of the
community. However, to retain the Corporation's non-political purpose, individuals who hold
elected positions in government may not be directors.
Section 5. VACANCIES.
(a) Subject to the provisions of Section 5226 of the Nonprofit Public Benefit
Corporation Law, any director may resign effective upon giving written notice to the
President/Chief Volunteer Officer, unless the notice specified a later time for the effectiveness of
such resignation. If the resignation is effective at a future time, a successor may be selected
before such time, to take office when the resignation becomes effective.
(b) Vacancies in the Board shall be filled by approval of the Board, provided that
vacancies to be filled by election by directors may be filled by a majority of the remaining
directors, although less than a quorum, or by a sole remaining director. Each director so selected
shall hold office until the expiration of the term of the replaced director and until a successor has
been selected and qualified.
(c) A vacancy or vacancies in the Board shall be deemed to exist in the case of the
death, resignation or removal of any director, or if the fixed number of directors is increased.
The Board may remove, and declare vacant the office of, a director who is absent from three (3)
or more consecutive regular meetings of the Board, been declared of unsound mind by a final
order of court, or convicted of a felony, or been found by a final order or judgment of any court
to have breached any duty arising under Article 3 of Chapter 2 of the Nonprofit Public Benefit
Corporation Law. Additionally, the Board may remove at any time, and declare vacant the office
of, a director who fails to meet certain commitments, financial or otherwise (including, without
limitation, the failure to pay Board dues), as prescribed by the Board.
(d) No reduction of the fixed number of directors shall have the effect of removing
any director prior to the expiration of the director's term of office. In the event that the Board
has less than the fixed number of directors set forth in Section 2 of Article IV, then additional
directors may be elected at any time during the year until the Board membership reaches such
fixed number.
Section 6. BOARD DUES. The Board shall determine the amount of Board dues to
be paid by each director and the manner of payment. The Board may remove a director at any
time for failure to submit the payment of his or her Board dues pursuant to Section 5(c) of Article
IV, above. Additionally, in the event that a director fails to submit the payment of his or her
Board dues to the Corporation within 90 days of receipt of the first invoice therefor (and
provided that such director has not already been removed), such director's entitlement to vote on
any matter at any Board meeting, Executive Committee meeting, Subcommittee meeting, or
other meeting at which such director is otherwise entitled to cast his or her vote shall be
suspended until such director submits the payment of his or her Board dues to the Corporation.
Notwithstanding the foregoing, during the period in which a director's entitlement to vote is
suspended, such director may (unless and until he or she has been removed from office pursuant
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to Section 5(c) of Article IV, above) continue to attend and participate in any Board meeting,
Executive Committee meeting, Subcommittee meeting, or other meeting that such director is
otherwise entitled to attend, but without the entitlement to vote.
Section 7. PLACE OF MEETING. Meetings of the Board shall be held at any place
within or without the State of California which has been designated from time to time by the
Board. In the absence of such designation, regular meetings shall be held at the principal office
of the Corporation.
Section 8. ANNUAL MEETINGS. The Board shall hold an annual meeting for the
purpose of organization, selection of directors and officers and the transaction of other business
on the second (2nd) Monday of June at 3:30 P.M., local time; provided, however, should said day
fall upon a holiday observed by the Corporation at its principal office, then said meeting shall be
held at the same time on the following Monday.
Section 9. REGULAR MEETINGS. At the first meeting of each fiscal year, the
Board shall determine the number of regular meetings to be held in such fiscal year. The Board
shall, at a minimum, meet quarterly without call or notice on the second (2nd) Monday of the
months of March, June, September and December at 3:30 P.M., local time. Should any regularly
scheduled meeting day fall upon a holiday observed by the Corporation at its principal office,
then said meeting shall be held at the same time on the following Monday.
Section 10. SPECIAL MEETINGS.
(a) Special meetings of the Board for any purpose or purposes may be called at any
time by the President/Chief Volunteer Officer, any Vice President, the Secretary, or any five (5)
directors.
(b) Special meetings of the Board shall be held upon four (4) days' prior written
notice, which may be delivered personally, by United States mail, postage prepaid, by a
nationally recognized overnight courier service, or by e-mail or facsimile to each director at such
director's address as it is shown upon the records of the Corporation or as may have been given
to the Corporation by the director for purposes of notice. All notices shall be deemed effective
upon delivery.
Section 11. QUORUM. One-fifth (1 /5th) of the current number of directors then
serving on the Board shall constitute a quorum of the Board for the transaction of business,
except to adjourn as provided in Section 14 of this Article IV. Every action taken or decision
made by a majority of the directors present at a meeting duly held at which a quorum is present
shall be regarded as the action or decision of the Board, unless a greater number be required by
law or by the Articles, except as provided in the next sentence. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the withdrawal of directors, if
any action taken is approved by at least a majority of the required quorum for such meeting.
Section 12. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Directors of the Board may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all directors participating in such meeting can
hear one another.
Section 13. WAIVER OF NOTICE. Notice of a meeting need not be given to any
director who signs a waiver of notice or a written consent to holding the meeting or an approval
of the minutes thereof, whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement. All such waivers, consents and approvals shall
be filed with the corporate records or made a part of the minutes of the meetings.
Section 14. ADJOURNMENT. A majority of the directors present, whether or not a
quorum is present, may adjourn any Board meeting to another time and place. Notice of the time
and place of holding an adjourned meeting need not be given to absent directors if the time and
place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting
is adjourned for more than forty-eight (48) hours, notice of any adjournment to another time or
place shall be given prior to the time of the adjourned meeting to the directors who were not
present at the time of the adjournment.
Section 15. ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the Board may be taken without a meeting if all directors shall individually or
collectively consent in writing to such action. Such consent or consents shall be filed with the
minutes of the proceedings of the Board.
Section 16. RIGHTS OF INSPECTION. Every director shall have the absolute right,
upon reasonable prior notice and during regular business hours, to inspect and copy all books,
records and documents of any kind and to inspect the physical properties of the Corporation.
Section 17. COMMITTEES. There shall be two (2) different types of committees of
the Board: (i) the Executive Committee with legal authority to act for the Corporation as
provided for in paragraph (a), below; and (ii) one or more of the Subcommittees as provided in
paragraph (b), below.
(a) Executive Committee. The Board may, by resolution adopted by a majority of the
authorized number of directors, designate the Executive Committee with legal authority to act for
the Corporation to the extent specified in the resolution creating such committee. The Executive
Committee shall consist of no fewer than five (5) directors to serve at the pleasure of the Board.
The Board may designate one or more directors as alternate members of the Executive
Committee, who may replace any absent member at any meeting of the Executive Committee.
The appointment of members or alternate members of the Executive Committee requires the vote
of a majority of the Board. Sections of these Bylaws, with appropriate adaptations to the
circumstances, apply to the procedures of the Executive Committee. The Executive Committee,
to the extent provided in the resolution of the Board, shall have all the authority of the Board,
except with respect to:
(1) The filling of vacancies on the Board or in any committee;
(2) The amendment or repeal of bylaws or the adoption of new bylaws;
(3) The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable;
(4) The appointment of other committees of the Board or the members
thereof,
(5) The expenditure of corporate funds to support a nominee for director after
there are more people nominated for a director's seat than can be elected; and
(6) The approval of any self-dealing transaction, as such transactions are
defined in Section 5233(a) of the Nonprofit Public Benefit Corporation Law.
(b) Subcommittees. One or more of the Subcommittees may be appointed by the
Board and shall consist of directors only or both directors and nondirectors or nondirectors only.
Subcommittees have no legal authority to act for the Corporation, but shall report their findings
and recommendations to the Board. The following Subcommittees shall be established as
standing Subcommittees:
(1) Board Development Subcommittee, which shall be charged with assessing
board member performance, determining expertise needed, targeting new
members, processing nominations, providing new member orientations, and
providing on-going board member training, evaluation and recognition;
(2) Building Development Subcommittee, which shall be charged with
monitoring facility for safety and capital improvements, making recommendations
for major repairs, and oversight of new construction;
(3) Finance Subcommittee, which shall be charged with monitoring budget
and accounting accuracy, assisting in the preparation and oversight of audits, and
managing and recommending investments;
(4) Operations Subcommittee, which shall be charged with assessing the
Corporation's daily operations such as operational methods, service to clientele,
and major program expansion;
(5) Personnel/Legal/Insurance Subcommittee, which shall be charged with
recommending personnel policies, reviewing policies annually, monitoring of
personnel performance, evaluations and records, ensuring compliance with all
state and federal regulations, oversight of legal needs, and reviewing insurance
policies annually; and
(6) Resource Subcommittee, which shall be charged with planning and
oversight of fundraisers, and setting of fundraising goals.
Any Subcommittee must be created, and the members thereof appointed, by resolution
adopted by a majority of directors then in office, provided a quorum is present, and any such
committee may be designated by such other name as the Board shall specify. The Board may
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appoint, in the same manner, alternate members of any Subcommittee who may replace any
absent member at any meeting of such Subcommittee. The Board shall have the power to
prescribe the manner in which proceedings of any such Subcommittee shall be conducted. In the
absence of any such prescription, such Subcommittee shall have the power to prescribe the
manner in which its proceedings shall be conducted. Unless the Board or such Subcommittee
shall otherwise provide, the regular and special meetings and other actions of any such
Subcommittee shall be governed by the provisions of this Article IV applicable to meetings and
actions of the Board. Minutes shall be kept of each meeting of each committee.
Section 18. ASSOCIATE BOARD. There shall be an Associate Board of the
Corporation created to work with and provide assistance to the Board. The purpose of the
Associate Board is to serve as a resource for the Board and the Corporation's staff, to act as a
liaison to the community, and to assist in strategic planning, fund development, public relations
and advocacy on behalf of the Corporation and the community and for such other purposes as
designated by the Board from time to time at the invitation of the Board. The Associate Board
shall consist of individuals (not to exceed a total of thirty-five (35) individuals) who are not
directors serving on the Board and who shall be appointed and approved by the Board. The
Associate Board shall be subject to the rules and regulations as designated by the Board from
time to time. Associate Board members may attend meetings of the Board, but will have no vote.
Associate Board members may participate on the Executive Committee or on any one or more of
the Subcommittees at the invitation of the Board, but will have no vote. The Associate Board
members shall have quarterly meetings, which may, at the option of the Board, occur
concurrently with the meetings of the Board. The term of service for each member of the
Associate Board shall be three (3) years, with reappointment in the discretion of the Board. The
terms may be staggered, as determined by the Board in its sole discretion.
Section 19. FEES AND COMPENSATION. Directors, members of any
subcommittees, and members of the Associate Board may receive reimbursement for expenses,
as may be fixed or determined by the Board, but shall not receive compensation for their service
to the clubs.
ARTICLE V. Officers
Section 1. OFFICERS. The officers of the Corporation shall be a President/Chief
Volunteer Officer, one or more Vice Presidents, a Secretary, a Chief Financial Officer/Treasurer
and a Chief Professional Officer/Executive Director, and such other officers as may be elected or
appointed in accordance with the provisions of Section 3 of this Article V. Any number of
offices may be held by the same person except as provided in the Articles or in these Bylaws and
except that neither the Secretary nor the Chief Financial Officer/Treasurer may serve
concurrently as the President/Chief Volunteer Officer or the Chief Professional Officer/Executive
Director.
Section 2. ELECTION. The officers of the Corporation, except such officers as may
be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article
V, shall be chosen once every two years by, and shall serve at the pleasure of, the Board, and
8
shall hold their respective offices until their resignation, removal, or other disqualification from
service, or until their respective successors shall be elected.
Section 3. SUBORDINATE OFFICERS. The Board may elect, and may empower
the President/Chief Volunteer Officer to appoint, such other subordinate officers as the business
of the Corporation may require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in these Bylaws or as the Board may from time
to time determine.
Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either
with or without cause, by the Board at any time or, except in the case of an officer chosen by the
Board, by any officer upon whom such power of removal may be conferred by the Board. Any
officer may resign at any time by giving written notice to the Corporation, but without prejudice
to the rights, if any, of the Corporation under any contract to which the officer is a party. Any
such resignation shall take effect at the date of the receipt of such notice or at any later time
specified therein and, unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 5. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner prescribed in these
Bylaws for regular election or appointment to such office, provided that such vacancies shall be
filled as they occur and not on a biennial basis.
Section 6. PRESIDENT/CHIEF VOLUNTEER OFFICER. The members of the
Board shall elect the President/Chief Volunteer Officer who shall be the chairman of the Board.
The President/Chief Volunteer Officer is the general manager of the Corporation and shall have
the general powers and duties of management usually vested in the office of chairman of the
board and such other powers and duties as may be prescribed by the Board from time to time.
Section 7. CHIEF PROFESSIONAL OFFICER/EXECUTIVE DIRECTOR. The
Chief Professional Officer/Executive Director shall be the chief executive officer of the
Corporation and shall have executive and administrative control of the activities and personnel of
the Corporation in accordance with policies and procedures established by the Board. Each
newly appointed Chief Professional Officer/Executive Director who has not been a Chief
Professional Officer/Executive Director of another Boys & Girls Club shall attend a new Chief
Professional Officer/Executive Director orientation sponsored by Boys & Girls Clubs of America
within the first eight months of appointment as Chief Professional Officer/Executive Director.
Section 8. VICE PRESIDENT. In the absence or disability of the President/Chief
Volunteer Officer, the Vice President shall perform all the duties of the President/Chief
Volunteer Officer and, when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the President/Chief Volunteer Officer. The Vice President shall have such
other powers and perform such other duties as from time to time may be prescribed for them
respectively by the Board. If multiple Vice Presidents have been elected the order of succession
shall be in the order of designation of the Vice Presidents (i.e., First Vice President, then Second
Vice President and so on).
E
Section 9. SECRETARY. The Secretary shall keep or cause to be kept, at the
principal office or such other place as the Board may order, a book of minutes of all meetings of
the Board and its committees, with the time and place of holding, whether regular or special, and
if special, how authorized, the notice thereof given, the names of those present at the Board and
committee meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept,
at the principal office of the Corporation in the State of California the original or a copy of the
Corporation's Articles and Bylaws, as amended to date. The Secretary shall give, or cause to be
given, notice of all meetings of the Board and any committees or subcommittees thereof required
by these Bylaws or by law to be given, shall keep the seal of the Corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed by the Board.
Section 10. CHIEF FINANCIAL OFFICER/TREASURER. The Chief Financial
Officer/Treasurer is the chief financial officer of the Corporation and shall keep and maintain or
cause to be kept and maintained, adequate and convect accounts of the properties and business
transactions of the Corporation. The books of account shall, upon reasonable notice and at
reasonable times, be open to inspection by any director. The Chief Financial Officer/Treasurer
shall deposit all moneys and other valuables in the name and to the credit of the Corporation with
such depositories as may be designated by the Board. The Chief Financial Officer/Treasurer
shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the
President/Chief Volunteer Officer and the directors, whenever they request it, an account of all
transactions and of the financial condition of the Corporation, and shall have such other powers
and perform such other duties as may be prescribed by the Board.
ARTICLE VI. Other Provisions
Section 1. ENDORSEMENT OF DOCUMENTS; CONTRACTS. Subject to the
provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance
or other instrument in writing except for checks, drafts or other orders for the payment of money,
and any assignment or endorsement thereof executed or entered into between the Corporation
and any other person, when signed by any two (2) of the officers of the Corporation shall be valid
and binding on the Corporation in the absence of actual knowledge on the part of the other
person that the signing officers had no authority to execute the same. Checks, drafts or other
orders for the payment of money shall be signed or endorsed by any two (2) of the officers of the
Corporation. Any such instruments may be signed by any other person or persons and in such
manner as from time to time shall be determined by the Board. No officer, agent or employee
shall have any power of authority to bind the Corporation by any contract or engagement or to
pledge its credit or to render it liable for any purpose or amount.
Section 2. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
President/Chief Volunteer Officer or any other officer or officers authorized by the Board or the
President/Chief Volunteer Officer are each authorized to vote, represent and exercise on behalf
of the Corporation all rights incident to any and all shares of any other corporation or
corporations standing in the name of the Corporation. The authority herein granted may be
exercised either by any such officer in person or by any other person authorized so to do by proxy
or power of attorney duly executed by said officer.
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Section 3. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise
requires, the general provisions, rules of construction and definitions contained in the General
Provisions of the Nonprofit Corporation Law and in the Nonprofit Public Benefit Corporation
Law shall govern the construction of these Bylaws.
Section 4. AMENDMENTS. These Bylaws may be amended or repealed by the
approval of the Board.
Section 5. INTERESTED DIRECTOR TRANSACTIONS. No director of the
Corporation, nor any corporation, firm, association, or other entity in which any director of
the Corporation is a director or has any material financial interest, shall be interested,
directly or indirectly, in any contract or transaction with the Corporation, unless: (a) the
material facts regarding such director's financial interests in such contract or transaction or
regarding such common directorship, officership, or financial interest are fully disclosed in
good faith and noted in the minutes of the Board, or are otherwise known to all directors
serving on the Board prior to the Board's consideration of such contract or transaction; (b)
such contract or transaction is authorized in good faith by a majority of the directors then in
office without counting the votes of the interested director or directors; (c) before
authorizing or approving the transaction, the Board considers and in good faith decides, after
reasonable investigation, that the Corporation could not obtain a more advantageous
arrangement with reasonable effort under the circumstances; and (d) the Corporation, for its
own benefit enters into the transaction, which is fair and reasonable to the Corporation at the
time the transaction is entered into. This Section 5 of Article VI, shall not apply to any
transaction that is part of an educational or charitable program of the Corporation if such
transaction (i) is approved or authorized by the Corporation in good faith and without
unjustified favoritism and (ii) results in a benefit to one or more directors or their families
solely because they are in the class of persons intended to be benefited by such educational
or charitable program.
ARTICLE VII. Indemnification
Section 1. DEFINITIONS. For the purposes of this Article VII, "agent" means any
person who is or was a director, officer, employee or other agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a
director, officer, employee or agent of a foreign or domestic corporation which was a predecessor
corporation of the Corporation or of another enterprise at the request of such predecessor
corporation; "proceeding" means any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative; and "expenses" includes without
limitation attorneys' fees and any expenses of establishing a right to indemnification under
Sections 4 or 5(b) of this Article VII.
Section 2. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. The
Corporation shall have power to indemnify any person who was or is a party or is threatened to
be made a party to any proceeding (other than an action by or in the right of the Corporation to
procure a judgment in its favor, an action brought under Section 5233 of the Nonprofit Public
11
Benefit Corporation Law, or an action brought by the Attorney General or a person granted
relater status by the Attorney General for any breach of duty relating to assets held in charitable
trust) by reason of the fact that such person is or was an agent of the Corporation, against
expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in
connection with such proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in the best interests of the Corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which the person reasonably believed to be in the best interests of the
Corporation or that the person had reasonable cause to believe that the person's conduct was
unlawful.
Section 3. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall have the power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or completed action by or
in the right of the Corporation, or brought under Section 5233 of the Nonprofit Public Benefit
Corporation Law, or brought by the Attorney General or a person granted relater status by the
Attorney General for breach of duty relating to assets held in charitable trust, to procure a
judgment in its favor by reason of the fact that such person is or was an agent of the Corporation,
against expenses actually and reasonably incurred by such person in connection with the defense
or settlement of such action if such person acted in good faith, in a manner such person believed
to be in the best interests of the Corporation and with such care, including reasonable inquiry, as
an ordinarily prudent person in a like position would use under similar circumstances. No
indemnification shall be made under this Section 3:
(a) In respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation in the performance of such person's duty to the
Corporation, unless and only to the extent that the court in which such proceeding is or was
pending shall determine upon application that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnify for the expenses which such court shall
determine;
(b) Of amounts paid in settling or otherwise disposing of a threatened or pending
action, with or without court approval; or
(c) Of expenses incurred in defending a threatened or pending action which is settled
or otherwise disposed of without court approval, unless it is settled with the approval of the
Attorney General.
Section 4. INDEMNIFICATION AGAINST EXPENSES. To the extent that an
agent of the Corporation has been successful on the merits in defense of any proceeding referred
to in Sections 2 or 3 of this Article VII, or in defense of any claim, issue or matter therein, the
agent shall be indemnified against expenses actually and reasonably incurred by the agent in
connection therewith.
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Section 5. REQUIRED DETERMINATIONS. Except as provided in Section 4 of
this Article VII any indemnification under this Article VII shall be made by the Corporation only
if authorized in the specific case, upon a determination that indemnification of the agent is proper
in the circumstances because the agent has met the applicable standard of conduct set forth in
Sections 2 or 3 of this Article VII, by:
(a) A majority vote of a quorum consisting of directors who are not parties to such
proceeding; or
(b) The court in which such proceeding is or was pending upon application made by
the Corporation or the agent or the attorney or other person rendering services in connection with
the defense, whether or not such application by the agent, attorney or other person is opposed by
the Corporation.
Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by the Corporation prior to the final disposition of such proceeding
upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall
be determined ultimately that the agent is entitled to be indemnified as authorized in this Article
VII.
Section 7. OTHER INDEMNIFICATION. No provision made by the Corporation to
indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether
contained in the Articles, these Bylaws, a resolution of the Board, an agreement or otherwise,
shall be valid unless consistent with this Article VII. Nothing contained in this Article VII shall
affect any right to indemnification to which persons other than such directors and officers may be
entitled by contract or otherwise.
Section 8. FORMS OF INDEMNIFICATION NOT PERMITTED. No
indemnification or advance shall be made under this Article VII, except as provided in Sections 4
or 5(b), in any circumstances where it appears:
(a) That it would be inconsistent with a provision of the Articles, these Bylaws, or an
agreement in effect at the time of the accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly imposed by a court in
approving a settlement.
Section 9. INSURANCE. The Corporation shall have power to purchase and
maintain insurance on behalf of any agent of the Corporation against any liability asserted against
or incurred by the agent in such capacity or arising out of the agent's status as such whether or
not the Corporation would have the power to indemnify the agent against such liability under the
provisions of this Article VII, provided, however, that the Corporation shall have no power to
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purchase and maintain such insurance to indemnify any agent of the Corporation for a violation
of Section 5233 of the Nonprofit Public Benefit Corporation Law.
Section 10. NONAPPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT
PLANS. This Article VII does not apply to any proceeding against any trustee, investment
manager or other fiduciary of an employee benefit plan in such person's capacity as such, even
though such person may also be an agent of the Corporation as defined in Section 1 of this
Article VII. The Corporation shall have power to indemnify such trustee, investment manager or
other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General
Corporation Law.
ARTICLE VIII. Emergency Provisions
(a) During any emergency resulting from an attack on the United States or on a
locality in which the Corporation conducts its activities or customarily holds meetings of its
Board, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or
other similar emergency condition, as a result of which a quorum of the Board or of the
Executive Committee, if any, cannot readily be convened for action, a meeting of the Board or of
the Executive Committee may be called by any officer or director. Such notice need be given
only to such of the directors or members of the Executive Committee, as the case may be, as it
may be feasible to reach at the time and by such means as may be feasible at the time including,
without limitation, publication or radio.
(b) The director or directors in attendance at the meeting of the Board, and the
member or members of the Executive Committee, if any, in attendance at the meeting of the
committee, shall constitute a quorum. If none is in attendance at the meeting, the officers or
other persons designated on a list approved by the Board before the emergency, all in such order
of priority and subject to such conditions and for such period of time (not longer than reasonably
necessary after the termination of the emergency) as may be provided in the resolution approving
the list, shall, to the extent required to provide a quorum at any meeting of the Board or the
Executive Committee, be deemed directors or members of the committee, as the case may be, for
such meeting.
(c) The Board, either before or during any such emergency, may provide, and from
time to time modify, lines of succession in the event that during such emergency any or all
officers or agents of the Corporation shall for any reason be rendered incapable of discharging
their duties. The Board, either before or during any such emergency, may, if necessitated by the
emergency, change the principal office or designate several alternative offices or authorize the
officers so to do.
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CERTIFICATE OF SECRETARY OF ADOPTION OF
SECOND AMENDED AND RESTATED BYLAWS
of
BOYS & GIRLS CLUBS OF CARSON
a California Nonprofit Public Benefit Corporation
I hereby certify that I am the duly elected and acting Secretary of said Corporation and
that the foregoing Second Amended and Restated Bylaws, comprising 14 pages, constitute the
Bylaws of said Corporation as duly adopted at a meeting of the Board of Directors of said
Corporation duly held on September 9, 2010.
Kenneth Johnson, Secretary
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