Loading...
HomeMy WebLinkAbout2007 CON COPAO - CDBG 07-08SUBRECIPIENT AGREEMENT By and Between the City of National City and COPAO of San Diego County, Inc. for EITC, VITA, and TCE THIS AGREEMENT, entered this day of ,, 2007 by and between the City of National Citv (herein called the "Grantee") and Council of Philippine American Organizations of San Diego County, Inc. (COPAO) (herein called the "Subrecipient"). WHEREAS, the Grantee has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds; NOW, THEREFORE, it is agreed between the parties hereto that; SCOPE OF SERVICE A. Activities: The Subrecipient will be responsible for administering the program titled, Earned Income Tax Credit Information(EITC), Volunteer Income Tax Assistance (VITA), and Tax Counseling for the Elderly (TCE) in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. Such program will include activities eligible under the Community Development Block Grant (CDBG) program, as specified in Exhibit A, attached and incorporated herein. B. National Objectives: All activities funded with CDGB funds must meet one of the CDBG program's National Objectives: benefit low- and moderate -income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR 570.208 The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet the National Objective of serving Low Income Persons C. Levels of Accomplishment — Goals and Performance Measures: The levels of accomplishment may include such measures as units rehabbed, persons or households assisted, or meals served, and should also include time frames for performance. Refer to Exhibit A for levels of program services. D. Staffing: Subrecipient shall be responsible for staff and time to be allocated to each activity, as set forthin Exhibit A, attached hereto and incorporated herein. E. Performance Monitoring: The Grantee will monitor the performance of the Subrecipient against goals and performance standards as stated above. Substandard performance as determined by the Grantee will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME OF PERFORMANCE Services of the Subrecipient shall start on the 1st day of July 2007 and end on the 30"' day of June of 2008in the case of Public Services and in the case of Capital Improvements end on June 30, 2009. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Subrecipient remains in control of CDBG funds or other CDBG assets, including program income. III. BUDGET Any indirect costs charged must be consistent with the conditions of Paragraph VII (C)(2) of this Agreement. Subrecipient shall adhere to the budget breakdown, attached as Exhibit B Subrecipient Agreement Page 1 of 13 and incorporated herein. Any amendments to the budget must be approved in writing by both the Grantee and the Subrecipient. IV. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed Five Thousand Dollars ($5.000). Drawdowns for the payment of eligible expenses shall be made against the line item budgets specified in Paragraph III herein and in accordance with performance. Expenses for general administration shall also be paid against the line item budgets specified in Paragraph III and in accordance with performance. Payments may be contingent upon certification of the Subrecipient's financial management system in accordance with the standards specified in 24 CFR 84.21. V. NOTICES Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this contract shall be directed to the following contract representatives: Grantee, . Siibracepiient Contact Person: Janet Flores Contact Person: Rita Andrews, President Organization: City of National City Organization: COPAO of San Diego County, Inc. Address: 1243 National City Boulevard National City, CA 91950-4301 Address: 1051 Edgewood Place Chula VistaLCA 91913 Telephone: (619) 336-4563 Telephone: (619) 421-9415 Email: JFlores@ci.national-city.ca.us Email: copaosandiego@yahoo.com VI. GENERAL CONDITIONS A. General Compliance: The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. "Independent Contractor": Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Subrecipient is an independent contractor. C. Hold Harmless: The Subrecipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that Subrecipient Agreement Page 2 of 13 arise out of the Subrecipient's performance or nonperformance of the services or subject matter called for in this Agreement. D. Workers' Compensation: The Subrecipient shall provide Workers' Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. E. insurance & Bonding: The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Grantee. The Subrecipient shall comply with the bonding and insurance requirements of 24 CFR 84.31 and 84.48, Bonding and Insurance. F. Grantee Recoanition: The Subrecipient shall insure recognition of the role of the Grantee in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. G. Amendments: The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Subrecipient from its obligations under this Agreement. The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient. H. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this Agreement if the Subrecipient materially fails to comply with any terms of this Agreement, which Include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of funds provided under this Agreement; or 4. Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect. The Grantee shall have the right, in accordance with 24 C.F.R. 85.43, to terminate this Agreement immediately or withhold payment of invoice for failure of the SUB -RECIPIENT to comply with the terms and conditions of this Agreement. Should the Grantee decide to terminate this Agreement, after a full evaluation of all circumstances has been completed, the SUB -RECIPIENT shall, upon written request, have the right to an appeal process. A copy of the appeal process will be attached to any termination notice. If the Grantee finds that the SUB -RECIPIENT has violated the terms and conditions of this Agreement, the SUB -RECIPIENT may be required to: 1. Repay all monies received from the Grantee under this Agreement; and/or 2. Transfer possession of all materials and equipment purchased with grant money to the Grantee. Subrecipient Agreement Page 3 of 13 In the case of early termination, a final payment may be made to the SUB -RECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to termination. The total of all payments, including the final payment, shall not exceed the amount specified in this Agreement. I. Termination for Convenience; In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the Grantee or the Sub -recipient, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the Grantee determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Grantee may terminate the award in its entirety. Grantee and sub -recipient agree to provide written notice to the other party thirty (30) days prior to the effective date of any termination, in whole or part, for convenience. VII. ADMINISTRATIVE REOUIREMENTS A. Financial Management 1. Accounting Standards: The Subrecipient agrees to comply with 24 CFR 84.21 28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost _Principles: The Subrecipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non -Profit Organizations," or A-21, "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record Keeoinq 1. Records to be Maintained: The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall Include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; and g. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. 2. Retention: The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of four (4) years. The retention period begins on the date of the submission of the Grantee's annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the four-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four- year period, whichever occurs later. 3. Client Data: The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. Subrecipient Agreement l'age 4 of 13 4. Disclosure: The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the Grantee's or Subrecipient's responsibilities with respect to services provided under this contract, is prohibited by the State and for Federal law unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Close-outs: The Subrecipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. Not withstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subrecipient has control over CDBG funds, including program income. 6. Audits & Inspections: All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning subrecipient audits and OMB Circular A-133. 7. Additional Documentation: Subrecipient agrees to provide a list of its Board of Directors, By -Laws, Exhibit C, and any additional documents, as required in Exhibit "D" and "E," attached and incorporated herein. C. Reporting and Payment Procedures 1. program Income: The Subrecipient shall report quarterly all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this contract. The use of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Subrecipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to the Grantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the Grantee. 2. Indirect Costs: If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. 3. Payment Procedures: The Grantee will pay to the Subrecipient funds available under this Agreement based upon information submitted by the Subrecipient and consistent with any approved budget and Grantee policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee In accordance with advance fund and program income balances available in Subrecipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Subrecipient. 4. progress Reports: The Subrecipient shall submit regular Progress Reports to the Grantee in the form, content, and frequency as required by the Grantee. Subrecipient Agreement Page 5 of 13 D. Procurement: 1. Compliance: The Subrecipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non - expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this Agreement. 2. OMB Standards: Unless specified otherwise within this agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR 84.40-48. 3. Travel: The Subrecipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this Agreement. E. Use and Reversion of Assets: The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. The Subrecipient shall transfer to the Grantee any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination. 2. Real property under the Subrecipient's control that was acquired or improved, in whole or In part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement [or such longer period of time as the Grantee deems appropriate]. If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the Grantee an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the Grantee deems appropriate]. 3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee [an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment]. VIII. RELOCATION. REAL PROPERTY ACOUISITION AND ONE -FOR -ONE HOUSING REPLACEMENT The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at 49 CFR Part 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing the Residential Anti -displacement and Relocation Assistance Plan under section 104(d) of the HCD Act; and (c) the requirements in 24 CFR 570.606(d) governing optional relocation policies. [The Grantee may preempt the optional policies.] The Subrecipient shall provide relocation assistance to displaced persons as defined by 24 CFR 570.606(b)(2) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG- assisted project. The Subrecipient also agrees to comply with applicable Grantee ordinances, resolutions and policies concerning the displacement of persons from their residences. Subrecipient Agreement Page 6 of 13 IX. PERSONNEL. & PARTICIPANT CONDITIONS A. civil Rights 1. Compliance: The Subrecipient agrees to comply with local and state civil rights ordinances here and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. 2. Nondiscrimination: The Subrecipient agrees to comply with the non- discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279. The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable. 4. band Covenants: This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this contract, the Subrecipient shall cause or require a covenant running with the land to be inserted In the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Grantee and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, In undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. 4. Section 504: The Subrecipient agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. The Grantee shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. B. Affirmative Action 1. Approved Plan: The Subrecipient agrees that it shall be committed to carry out pursuant to the Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1966. The Grantee shall provide Affirmative Action guidelines to the Subrecipient to assist in the formulation of such program. The Subrecipient shall submit a plan for an Affirmative Action Program for approval prior to the award of funds, consistent with the policy in Exhibit "F", attached hereto and incorporated herein. 2. Women- and Minority -Owned Businesses (W/MBE1: The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 3. Access to Records: The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the Grantee, Subrecipient Agreement Page 7 of 13 HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 4. Notifications: The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the Subrecipient's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. Eaual Emolovment Oonortunity and Affirmative Action (EEO/AA) Statement: The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions: The Subrecipient will include the provisions of Paragraphs X.A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors. C. Employment Restrictions 1. Prohibited Activity: The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. 2. Labor Standards: The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Grantee for review upon request. The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the Grantee pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 3. "Section 3" Clause a. Compliance: Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance provided under this contract and binding upon the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors. Failure to fulfill these requirements shall subject the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is Subrecipient Agreement Page 8of13 provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements. The Subrecipient further agrees to comply with these "Section 3" requirements and to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located." The Subrecipient further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to low- and very low-income persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. b. Notifications: The Subrecipient agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. c. Subcontracts: The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. D. Conduct 1. Assignability: The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee thereto; provided, however, that claims for money due or to become due to the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee. Subrecipient Agreement. Page 9 of 13 2. Subcontracts: a. Approvals: The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the Grantee prior to the execution of such agreement. b. Monitoring: The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. c. Content: The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. d. Selection Process: The Subrecipient shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Grantee along with documentation concerning the selection process. 3. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 24 CFR 84.42 and 570.611, which include (but are not limited to) the following: a. The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged In the award and administration of contracts supported by Federal funds. b. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. c. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency. 5. Lobbying: The Subrecipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to Influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; Subrecipient Agreement Page 10 of 13 b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly: d. Lobbying Certification: This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who falls to file the required certification shall be subject to a civil penalty of not Tess than $10,000 and not more than $100,000 for each such failure. 6. Coovright: If this contract results in any copyrightable material or inventions, the Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work or materials for governmental purposes. 7. Religious Activities: The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization. X. ENVIRONMENTAL CONDITIONS A. Air and Water: The Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: • Clean Air Act, 42 U.S.C. , 7401, et seq.; • Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; • Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). C. Lead -Based Paint: The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead -Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead -based paint. Such notification shall point out the hazards of lead -based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead -based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead -based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal Subrecipient Agreement Page 11 of 13 funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. D. Historic Preservation: The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, Insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. XI. SEVERABILITY • If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XII. SECTION HEADINGS AND SUBHEADINGS The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. XIII. WAIVER The Grantee's failure to act with respect to a breach by the Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of the Grantee to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. XIV. INTERPRETATION OF THE AGREEMENT The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to the Grantee. The SUB -RECIPIENT shall be responsible for complying with all local, state, and federal laws whether or not said laws are expressly stated or referred to herein. Should any provision herein be found or deemed to be invalid, the Agreement shall be construed as not containing such revision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are severable. XV. ATTORNEY'S FEES In the event any legal action or proceeding is commenced to interpret or enforce the terms of, or obligations arising out of, this Agreement, or to recover damages for the breach thereof, the party prevailing in any such action or proceeding shall be entitled to recover from the non - prevailing party all reasonable attorney's fees, costs, and expenses Incurred by the prevailing party. XVI. ENTIRE AGREEMENT This agreement constitutes the entire agreement and the attachments referenced below between the Grantee and the Subrecipient for the use of funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the Grantee and the Subrecipient with respect to this Agreement. ATTACHMENTS Exhibit A -Scope of Services Exhibit B-Budget Exhibit C-Board of Directors and Bylaws Exhibit D-Technical Assistance Materials Exhibit E-Affirmative Action Policy Subrecipient Agreement Page 12 of 13 IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above. City of National City Ron Morrison Mayor, City of National City APPROVED AS TO FORM George Efs City Attorney COPAO of San Diego County, Inc. it:4, , Rita Andrews President Subrecipient Agreement Page 13 of 13 EXHIBIT C NORMITA ATANGAN Vice President for Finance EXECUTIVE COUNCIL OFFICERS RITA BUENCAMINO ANDREWS President MERLY FERRER FRED GALLARDO Executive Vice President Vice President for Operations ALICE PODSCHUN CYNTHIA FRENCH ERNESTO SINGSON Secretary Treasurer Assistant Treasurer MYRA LOPEZ ARLITO RECLOSADO JUUO DE GUZMAN Auditor Sergeant -al -Arms Assistant Sergeant -at -Arms Z9 COPAO BYLAWS Amendments Ratified on April 10, 2006 Article 1. NAME AND GENERAL NATURE The name of the organization shall be COUNCIL OF PHILIPPINE AMERICAN ORGANIZATIONS OF SAN DIEGO COUNTY, INC. (COPAO). It shall be a non-profit public benefit organization incorporated under the laws of the State of California. Article II. OFFICE The office of COPAO shall be located at 8321/2 "E" Avenue, National City, California 91950, and other offices which it may establish in the future. Article III. MISSION, OBJECTIVES AND POWERS Section A. Mission Statement — COPAO is dedicated to promoting mutual respect and harmony and mobilizing the Filipino -American community to work together for their collective benefit and the preservation of their cultural heritage through education, advocacy and service, so as to provide positive contributions to the greater community. Section B. Objectives 1. To foster harmony and mutual cooperation among the members of the Filipino -American community, and its organizations. 2. To promote an understanding and appreciation of Filipino cultural heritage. 3. To protect and further the legitimate interests of Filipinos and Filipino -Americans. 4. To expand opportunities for education, health, business, employment and social services for the Filipino - American community. 5. To collaborate with and become valued participants in the improvement of the greater community. Section C. Powers 1. COPAO is empowered to exercise ail the rights and privileges granted to it under California Corporation Laws and these Bylaws. Article IV. MEMBERSHIP Section A. Types and Eligibility 1. Member Organizations - Any Filipino -American organization with a minimum of 20 members based in San Diego County is qualified to become a member, provided that its Bylaws support the interests and welfare of Filipinos and Filipino -Americans, and be in accord with these Bylaws. Membership shall require a majority vote of the Executive Council, after receipt of a completed membership application, a copy of the organization's bylaws and roster of members, and membership dues. 2. Members -at -large - Any Filipino American who has demonstrated a continuing interest in issues affecting Filipinos and the Filipino -American community, and is willing to support the objectives and activities of COPAO may apply to become a member. Membership shall require a majority vote of the Council. 3. Honorary Members - A member of the Executive Council may nominate any individual as an Honorary Member, based on his/her exemplary service to Filipinos and the Filipino -American community, and his/her support of the objectives of COPAO. The nomination, as an Honorary Member requires confirmation by the Executive Council. Page 1 of 9 Section B. Rights and Responsibilities of Members 1. Each member organization, through its president or duly designated representative, shall have the right to speak on issues on the floor, introduce any business, make a motion, vote, and field candidates to run for office in accordance with other provisions of these Bylaws. A newly admitted member organization shall have the same rights, except that it shall have no right to vote on any amendments to the Bylaws or Manual of Rules and Procedures, or to run for office or vote during the biennial election of officers, until after one full year of membership. 2. Members -at -large and honorary members have the right to speak on issues on the floor, but shall have no right to introduce any business or amendments, make a motion, vote or run for office during elections. 3. If an officer or member organization is designated to implement a program developed by COPAO, that program shall remain as the property of COPAO regardless of the affiliation of the officer or member in charge of the implementation of the program. If the program is developed by an officer, member or member organization in collaboration with COPAO, and with COPAO as the fiscal agent, that program shall remain as the property of the officer, member or member organization. If requested by either party, the arrangement shall be formalized through a written memorandum of agreement between COPAO and the officer, member or member organization. 4. Dues: a. The annual membership dues for organizations shall be fifty (50) dollars for yearly (January to December) members and two hundred (200) dollars for lifetime members; b. The annual membership dues for members -at -large shall be twenty-five (25) dollars for yearly (January to December) members and one hundred (100) dollars for lifetime members. c. Membership ducs shall be paid on or before the fifteenth (15h) day of January each year or before approval of the application for membership. d. Honorary members are exempt from the payment of dues. Section C. Resignation of Members 1. Any officer, member or member organization may resign by submitting a letter of notification to the Executive Council for appropriate action. 2. Any individual or member organization that resigns shall not be relieved of the obligation to pay dues, assessments, or any other financial responsibilities, which may have been accrued before or during resignation. Section D. Termination of Membership - Membership may be terminated by the Executive Council, only for cause, and after due process, in accordance with the provisions of Robert's Rules of Order (Article XIII -Legal Rights of Assemblies and Trial of their Members) and the Manual of Rules and Procedures. Expulsion, Suspension and Removal - Any Officer, Council Member or member of COPAO may be expelled, suspended or removed from office for grave misconduct, dereliction of duties and responsibilities or willful violation of the Bylaws, by two-thirds (2/3) vote of the quorum of the Executive Council during a special meeting called for that purpose. Notice of the meeting and the charges against the accused officer or member shall be given to the Executive Council and the accused individual at least fifteen (15) calendar days before the meeting. 1. Removal for Absenteeism - Any Officer, Council Member or member of COPAO may be removed from COPAO for absenteeism by a majority vote of the quorum of the Executive Council after documented and unexcused absences, as specified in the Manual of Rules and Procedures. Section E, Reinstatement 1. A former member or member organization may be reinstated by filing a written request addressed to the Executive Council, provided it meets all the requirements for membership. Section F. Non -Liability of Members 1. Non -liability of officers, members and member organizations for the debts and obligations incurred by this organization shall be in accordance with the applicable provisions of the California Corporation Code. Page 2 of 9 Section G. Conflict of interest Whenever an officer or council member has a financial or personal interest in any matter coming before the Executive Council, the affected person shall a) fully disclose the nature of the interest and b) withdraw from voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested members determine that it is in the best interest of COPAO to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval. Article V. EXECUTIVE COUNCIL (EC) Section A. Composition 1. The Executive Council (EC) shall be composed of the President, three (3) Vice Presidents, a Secretary, an Assistant Secretary, a Treasurer, an Assistant Treasurer, an Auditor, a Sergeants -at -Arms, an Assistant Sergeant -at -Arms, and Council Members, who are the presidents or the duly designated representatives of active member organizations 2. Member organizations may designate in writing one representative each who shall serve as Council Members in the Executive Council whenever their president is unable to attend; provided that the total number of Council Members shall not be less than thirty (30) nor more than one hundred (100), with the exact number to be fixed once annually by majority vote of the Executive Council, based on the number of active member organizations of COPAO, as specified in the Manual of Rules and Procedures. Section B. Functions 1. The Executive Council is the Board of Directors of COPAO. As such, it is both the administrative and the legislative body of COPAO. All activities and affairs of COPAO shall be conducted and all corporate powers shall be exercised by or under the direction of the Executive Council. a.. Administrative Functions (1) Formulate administrative policies and guidelines for the smooth functioning of COPAO. (2) Exercise control, supervision, and management of COPAO and all its assets. (3) Prepare and approve the annual budget. (4) Oversee the disbursement of funds. b. Legislative Functions (1) Legislate rules and regulations. 2. Delegation of Authority — The Executive Council may delegate the management of any activity to committees, boards or individuals, provided that all activities and affairs shall be managed and all corporate powers shall be exercised under the ultimate direction of the Executive Council. Section C. Terms of Office 1. The Officers of the Executive Council shall serve for a term of two (2) years, commencing January 1' of the year following their election. 2. Officers of the Executive Council are eligible for re-election. However, no officer shall serve more than two consecutive two-year terms in the same office 3. A Council Member representing a member organization shall hold office for one year commencing on January 1 of each year, unless sooner replaced by another duly designated representative of that organization. A Council Member may be re -designated as the representative of a member organization for as many times as that organization deems appropriate. Article VI. OFFICERS OF THE EXECUTIVE COUNCIL Section A: Powers, Duties and Responsibilities of the Officers Page 3 of 9 1. The President is the Chief Executive Officer (CEO) and shall: a. Supervise and oversee COPAO's programs b. Preside over the meetings of the Executive Council and shall only vote in case of a tie. c. Sign all papers and documents relative to any official function as approved by the Executive Council. d. Be the primary spokesperson of COPAO and represent it at all functions. He/she shall designate the appropriate member of the Executive Council to take his/her place when needed. e. Serve as ex-officio member of all boards and standing and special committees. f. Exercise the power to veto any legislative or administrative action of the Executive Council. Such veto can only be overridden by the two-thirds (2/3) vote of the Executive Council. g. Designate any individual to a specific task. Such designation shall be reported to the Executive Council at the next Executive Council regular meeting. h. Exercise such other powers as prescribed in the Bylaws. 2. The Executive Vice President is the Executive Officer (EO) of COPAO and shall: a. Assume the powers and duties of the President in his/her absence, or in case of illness or disability. b. Coordinate the activities of the Membership and Awards, Bylaws and Rules, and the Nominations and Elections Committees, and the activities of the Community Liaison Officers. 3. The Vice President for Finance is the Chief Financial Officer (CFO) of COPAO, and shall: a. Coordinate the activities of the Committees on Finance and Budget, and Ways and Means, including the activities of the Treasurer, Auditor of the Executive Council and any Auditor retained by COPAO, and submit a written report to the President at the end of each quarter. b. Ensure that a proper financial audit of COPAO is conducted, in accordance with these Bylaws. c. Submit required financial statements to local, state and federal agencies. d. At the end of each quarter, submit a written progress report to the President on matters such as budget, grants and other financial activities of the organization 4. The Vice President for Operations is the Chief Operations Officer (COO) of COPAO, and shall: a. Coordinate all social, cultural, recreational and sporting events. b. Coordinate the activities of the Programs and Projects, Public Relations, and Youth Leadership Development Committees. c. At the end of each quarter, submit a written progress reports to the CFO on matters such as butigets-; projects, services and other activities undertaken. 5. The Secretary shall: a. Record the proceedings of all meetings. b. Assist the president in preparing the agenda for Council meetings. c. Maintain a current register of officers and members. d. Compile, maintain and preserve all minutes, documents and correspondence. e. Be responsible for all COPAO correspondence and assist in the preparation and mailing of newsletters/notices to the officers, members, and the member organizations. 6. The Assistant Secretary shall assist the Secretary in the performance of the duties listed above. 7. The Treasurer shall: a. Keep and maintain accurate accounts of all receipts, disbursements, capital, liabilities, and surplus, and all properties. b. Receive and deposit all monies and other valuables in the name of COPAO in a depository or accredited banking facility designated by the Executive Council. c. Prepare the financial records for audit. d. Submit an audited financial statement to the Executive Council, monthly, annually, and upon relief. Page 4 of 9 e. Perform other duties in accordance with the financial guidelines under Article X of these Bylaws and those approved by the Executive Council and recorded in the Manual of Rules and Procedures (MRP). f. Maintain a running balance of no less than five hundred ($500) of petty cash. 8. The Assistant Treasurer shall assist the Treasurer in the performance of the duties listed above. 9. The Auditor shall: a. Audit all the books of accounts periodically and as required by the Executive Council. b. Conduct a quarterly and annual audit of the financial statements prepared by the Treasurer. c. Together with the Treasurer and the Chairperson of the Committee on Property Management, take an annual inventory of all properties, supplies and other assets owned by COPAO. d: At the first regular meeting in January of each year, submit to the Executive Council a written annual inventory report, signed jointly with the Treasurer, the Chairperson of the Committee on Property Management, and the Vice President for Finance. 10. The Sergeant -at -Arms shall a. Enforce compliance with all rules and regulations at all meetings and assemblies, under the direction of the Presiding Office. b. Arrange the meeting room before the meeting begins. c. Ensure that meetings start on time. d. Collect ballots and tally votes whenever secret ballot voting is done, except at the biennial election of officers, where the Nominations and Elections Committee takes charge. e. Greet members and guests and take charge of sitting arrangements. f. Record the attendance of members at meetings; the forms for this purpose shall be provided by the Secretary. 11. The Assistant Sergeant -at -Arms shall assist the Sergeant -at -Arms in the performance of the duties listed above. Article VII. ELECTION OF OFFICERS Section A. The Officers of the Executive Council shall be elected by the general membership through secret ballot and in accordance with these Bylaws and the Manual of Rules and Procedures for a term of two (2) years. Section B. Each member organization, represented by its president or his/her designee and one other representative, shall be entitled to cast two (2) votes for each elective position during the election of officers. Member organizations with limited voting rights may not vote during elections. Section C. All elected Officers shall assume their respective offices effective the first day of the month following the election. Section D. Candidates for any position on the Executive Council must be bona fide members of member organizations which have voting rights, as specified in Article IV, Section B. No more than two (2) members per organization may run for office at the same time. Likewise, no more than one (1) member of an immediate family (i.e., spouse or domestic partner, child, sibling, parent, grandparent, or grandchild) may run for office in the Executive Council at the same time. The qualifications of candidates for any position on the Executive Council may be established by the Committee on Nominations and Elections, subject to the approval of the Executive Council. Section E. Members -at -Large and Honorary Members are not eligible to run for office or to vote for any elective positions. Section E The election of officers shall be held on the Second Monday of December of every even -numbered year at a time and place designated by the Executive Council. Page 5 of 9 Section F. The rules and procedures for the election of officers shall be determined by the Executive Council and embodied in the Manual of Rules and Procedures. Article VIII. VACANCY Section A. If the Office of the President is vacated or the President is unable to perform his/her duties, one of the Vice Presidents, in the following order: Executive Vice President, Vice President for Finance, and Vice President for Operations, will assume the duties of the President until the next election. If all of the Vice Presidents are unable to assume the duties and responsibilities of President, the Executive Council will appoint an interim President, who will serve the remainder of the original term. Section 13. If a vacancy exists among the other elected officers, the President will appoint a qualified Council Member to fill the vacancy, subject to the approval of the Executive Council. The appointee will serve the remainder of the term of the vacated office. Article IX. MANAGEMENT OF FINANCES Section A. All financial transactions of this organisation shall be conducted in accordance with generally accepted fiscal principles and practices to ensure that all revenues and expenditures are authorized and accounted for, and all financial obligations are paid in a timely manner. Section B. All monies and valuables of COPAO shall be deposited in the name of COPAO in an accredited banking facility designated by the Executive Council. Funds shall be divided into a General Fund for the regular administrative and operating expenses of COPAO, and a Special Fund for such purposes as shall be designated by the Executive Council. Section C. The authorized signatories for General Fund account bank drafts are the President, Executive Vice - President, Treasurer, and Vice President for Finance. All check disbursements for General Funds authorized by the Executive Council shall be co -signed by at least two (2) of four (4) signatories, which must include the President or the Executive Vice President and the Treasurer or the Vice President for Finance. Section D. The authorized signatories for Special Fund account bank drafts are the President, Executive Vice President, Treasurer, and Vice President for Finance. All check disbursements for Special Funds authorized by the Executive Council shall be countersigned by at least three (3) of four (4) signatories, which must include the President and the Executive Vice President; and the Treasurer or the Vice President for Finance. 1. In the event of the prolonged absence of any one of the authorized signatories for Special Account bank drafts, the Executive Council may, by resolution, authorize one of its members to countersign for a specifically designated transaction only. Article X. MEETINGS Section A. Regular Meeting The regular meeting of the Executive Council shall be held every first Tuesday of the month at such time and place designated by the President. If the regular meeting cannot be held on that day, the Executive Council, by a two-thirds (2/3) vote, may set another day as an alternate day for that month only. Section B. Special Meetings The President may call an emergency meeting by a written or electronic notice specifying the time, place, date, and subject matter to be transacted. Notice shall be given to all concerned at least four (4) calendar days prior to the meeting. Section C. Quorum Section 10.00 One-fourth of the total active members of the Executive Council, as defined in the Manual of Rules and Procedures, present and eligible to vote shall constitute a quorum for the transaction of any business. Every Page 6 of 9 decision shall be valid as a corporate act by a majority of the quorum duly assembled at these meetings, except as otherwise provided in these bylaws. Section D. Rules of Order At all meetings of the Executive Council and its boards and committees, Robert's Rules of Order (latest edition) shall be the applicable authority on matters of parliamentary procedure to the extent that they are consistent with these Bylaws, the Articles of Incorporation, or applicable law. Article XI. BOARD OF ADVISERS Section A. The Board of Advisers is hereby established. Section B. The Board of Advisers will be composed of all the past Presidents of COPAO who are willing to serve as members of this Board. The members of the Board of Advisers shall elect one among themselves to serve as their Chairperson for a term of two (2) years. Article XII. COMMITTEES Section A. Standing Committees — COPAO shall have ten (10) standing committees as listed below. The President shall appoint the Chairpersons of the committees, subject to the approval of the Executive Council. 1. Bylaws and Rules Committee 2. Ethics and Grievance Committee 3. Finance and Budget Committee 4. Membership and Awards Committee 5. Nominations and Elections Committee 6. Programs and Projects Committee 7. Property Management Committee 8. Public Relations Committee 9. Ways and Means Committee 10. Youth Leadership Development Committee Section B. Special Committees - Special committees may be created by the Executive Council from time to time as needed, and they shall serve until the completion of their specified task(s), after which the committee(s) shall be automatically discharged. Their chairs shall be appointed by the President. Section C: Responsibilities of Committees 1. To develop and recommend policy guidelines and resolutions to accomplish the mission and objectives of COPAO relative to their respective functional domains, for appropriate action by the Executive Council; 2. '1'o establish and implement a plan of action to carry out their responsibilities; 3. To study, evaluate, deliberate, and provide information on issues and developments in their respective areas of responsibility; 4. To perform such other related tasks which the President or respective coordinating Vice Presidents may prescribe. 5. General, specific, and special duties and responsibilities of Committees and Chairpersons shall be incorporated in the Manual of Rules and Procedures. Article XIII. MANUAL OF RULES AND PROCEDURES (MRP) Section A. A Manual of Rules and Procedures (MRP) may supplement these Bylaws and provide guidelines to assist the Executive Council in the implementation and interpretation of these Bylaws. The MRP, as proposed by the Bylaws and Rules Committee, may be adopted and/or revised by a 2/3 vote of the quorum at a special meeting of the Executive Council called for the purpose following a 15-calendar day notification to the members. Page 7 of 9 Section B. 'These Bylaws shall take precedence over the Manual of Rules and Procedures, should any conflicts or inconsistencies arise between the two documents. Article XIV. MAINTENANCE OF RECORDS Section A. The Council shall keep at its principal office the original of the Bylaws; MRP; books and records of accounts; minutes of its Council, board and committee meetings; incorporation papers and other official documents and records of its activities and contributors. All records shall be made available to Council officers and members for review at all reasonable times during office hours. Section B. Requests for any record must be in writing and must indicate the reason for the request. The cost for reproducing any records may be charged to the requesting individual/agency. Section C. All other requests, except by the government and its agencies, shall be referred to the Executive Council for action. Article XV. INDEMNIFICATION OF OFFICERS AND MEMBERS Every Officer and member of COPAO shall be indemnified against all expenses reasonably and legitimately incurred in the performance of his/her duties. The right to indemnification shall be in addition to and not exclusive of all other rights to which an officer or member may be entitled. Article XVI. AMENDMENTS OF BYLAWS & ARTICLES OF INCORPORATION Section A. Amendments proposed by the Bylaws and Rules Committee may be adopted and/or revised by a 2/3 vote of the quorum of the Executive Council at a meeting called for this purpose, following a notification and the provision of the proposed amendments to the members of the Executive Council no less than 30 calendar days prior to the meeting. Section B. The Bylaws and Rules Committee shall be composed of no less than seven (7) members, two (2) of whom are not Members of the Executive Council. These two (2) may be members or non-members of COPAO. Section C. The Articles of Incorporation may likewise be amended or repealed. Copies of amendments or changes shall be forwarded to the Secretary of State of the State of California. Section D. Effective Date. The amended Bylaws and/or Articles of Incorporation shall take effect upon adoption. Article XVII. DISSOLUTION Section A. Upon the written agreement of three -fourths (3/4) of the currently active member organizations, the Council of Philippine American Organizations of San Diego County, Inc., will be dissolved. The term "currently active member organizations" is defined as those member organizations which have paid their prescribed annual dues, and which are listed in the general roll of active members in good standing. Section B. No Officer or member shall be entitled to share in the distribution or receive any of the corporate assets upon dissolution. Section C. Any COPAO assets remaining after payment of outstanding obligations shall be distributed in accordance with the Articles of Incorporation of this organization. Bylaws of COPAO — Amended and Ratified on December 5, 2000 Amended and Ratified on November 1, 2004 Amended and Ratified on April 10, 2006 by Unanimous Vote Page 8 of 9 Amendments 2006 Final 041006 Page 9 of 9 RESOLUTION 2007 — 89 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY APPROVING THE 2007-08 ANNUAL ACTION PLAN FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AND HOME INVESTMENT PARTNERSHIP ACT (HOME) PROGRAMS WHEREAS, as an entitlement community, the City of National City administers the Community Development Block Grant (CDBG) and the Horne Investment Partnership Act (HOME) Programs for the Federal Government under the United States Department of Housing and Urban Development (HUD); and WHEREAS, HUD requires that all CDBG & HOME Program entitlement communities, such as the City of National City, hold a Public Hearing to solicit input on the Annual Action Plan; arid WHEREAS, the City Council of the City of National City conducted a duly advertised public hearing on March 6 and March 27, and WHEREAS, the Annual Action Plan addresses the housing and community development needs assessed in the 5-Year Consolidated Plan and adopted by the City Council in May of 2005. The Annual Action Plan includes a listing of all proposed projects/programs for Fiscal Year 2007-08 (July 1, 2007 — June 30, 2008) utilizing Community Development Block Grant (CDBG), Home Investment Partnership Act (HOME) funds and Section 108 Loan Program; and NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of National City that the Annual Action Plan (2007-08) for the CDBG and HOME funds are approved as shown on the attached Exhibit "A", and the Mayor is hereby authorized, on behalf of the City Council, to submit the 2007-08 Annual Plan dated May 1, 2007, for the expenditure of said funds to the U.S. Department of Housing and Urban Development (HUD). PASSED and ADOPTED this 1st day of May, 20 on Morrison, Mayo ATTEST: A Mich. -I Dafla, City r lerk APPROVED AS TO FORM: George H. Eiser, 111 City Attorney Passed and adopted by the Council of the City of National City, California, on May 1, 2007 by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Parra, Ungab, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California /+ City Ierk of the Cit /•f National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2007-89 of the City of National City, California, passed and adopted by the Council of said City on May 1, 2007. City Clerk of the City of National City, California By. Deputy EXHIBIT 'A' City of National City FY 2007-2008 Annual Action Plan U.S. Department of Housing and Urban Development (HUD) Draft Executive Summary Table 3C Consolidated Plan Listing of Projects jurisdiction's Name: City of National City Name of Organization: Council of Philippine American Organization of San Diego County, Inc. Contact Person: Rita Andrews- President Telephone: • (619) 477-4090 Site Address: 832 1/2 "E" Avenue, National City, CA, 91950 Priority Need: FY 2007-2008 CDBG FUNDING .s S i r, -; �4.. FE^, +��-� ,cr, 1? a• cjiyV , ?• .r�„y4< +'it` ah'ai. jet .a �4 y 1.t-.A r� .` K :,y ri+Y f� w>.ZK tti .ti f {�IYTM , 3 ; �t 6+t•` L� . ri. i 4 {'steal✓{y ♦tn' i.. }+H 3{.M`' f � i t, t J 4 rt �T�3 CS". {I 4 to rYi .< -. 'F+. t, i ...Y... Ba. -. Aggk�°,1=�.[ e -li .e -.Fit �.' .� y�,`?ffl 1 .s r X -C'. E.I.T.C., V.1. T.A., and'I'.C.E. Support stipend pay expenses for program volunteers and general_program operating costs. 500 Individuals $5,000 Assist low income persons, including those that are disabled, elderly, and limited English proficient, in meeting their tax obligations by providing educational outreach. Assist low income persons, including those that are disabled, elderly and limited English proficient, in Free tax preparation and Free electronic filling. of tax returns. Provide and disseminate information on the Earned Income Tax Credit, Child Tax Credit to low moderate income families eligible to receive these benefits. Objective Number Project ID 2007-8 HUD Matrix Code 05- Public Services CDBG Citation 570.201(e) Type of Recipient Non-profit Start Date 7/1/2007 CDBG Funding Sources h:SG CDBG National Objective Low Moderate Area HOME $5,000 $0 IIOPW A Completion Date - 6/30/2008 Performance Indicator Individuals Annual Units 500 Total Formula $0 $0 Prior Year Funds Assisted Housing PHA Local ID Units Upon Completion Tab #15 500 The primary purpose the project is to help: Homeless: No Persons with HIV/AIDS: No 1'ersons with Disabilities: No Public Housing Needs: No Objective category: ® Suitable Living Environment Outcome category: ® Availability/Accessibility Q Affordability Other Funding Total ❑ Decent Housing Li Economic Opportunity ❑ Sustainability $0 $o $0 $0 $0 $5,000 12 MEETING DATE: May 1, 2007 City of National City COUNCIL AGENDA STATEMENT AGENDA ITEM NO. ✓yo+6-'-a C aoo‘.t • 3y 20 ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF TIIE CITY' OF NATIONAL CITY APPROVING THE FISCAL. YEAR 2007-08 ANNUAL ACTION PLAN FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT (C I)BG) AND HOME INVESTMENT PARTNERSHIP ACT (HOME) PROGRAMS PREPARED BY: RUDY LOPEZIP DEPARTMENT COMMUNITY SERVICES EXPLANATION: Upon the conclusion of the duly advertised linal Public I Iearing, the ('ity Council will consider the adoption of the attached Resolution approving the Fiscal Year (FY) 2007-08 Annual Action Plan. The Annual Action Plan addresses the housing and community development needs assessed in the City's 5-Year Consoli- dated Plan lur FY's 2005-06 through 2009-10, adopted by the City Council in May of 2005. The Annual Action Plan in- cludes a listing of all proposed projects/programs to be undertaken in FY 2007-08 (July 1, 2007 - June 30, 2008) utilizing Community Development Block Grant (CUBCi) and Homc'Investment Partnership Act (1 IOME) funds. The attached Executive Summary of the FY 2007-08 Annual Action Plan is noted as a draft to allow all public comments/ input received during the 30-Day Public Review Period set from March 29. 2007 to May I, 2007, to he incorporated into the final version to be submitted to HI ID by May 15, 2007. Environmental Review Not applicable to this report. Financial Statement The City will receive CDRG and I TOME program funds from IIUD in FY 2007-08. The City Council's adopted alloca- tions will then be incorporated into the City and CDC 2007-08 Fiscal Year Budgets. STAFF RECOMMENDATION Adopt attached Resolution. BOARD/COMMISSION RECOMMENDATION Not applicahle to this report. ATTACHMENTS (Listed Below) 1. DRAFT Executive Summary of the PY 2007-08 Annual Action Plan 2. Resolution Resolution No. City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Dalla, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 November 13, 2007 Ms. Rita Andrews President COPAO of San Diego County, Inc. 1051 Edgewood Place Chula Vista, CA 91913 Dear Ms. Andrews, On October 25h, 2007 an Agreement was entered between the City of National City and COPAO of San Diego County, Inc. We are enclosing for your records a fully executed original agreement. Michael R. Dalla, CMC City Clerk Enclosure cc: Grants Department ® Recycled Paper