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HomeMy WebLinkAbout2007 CON Trauma Intervention Programs - CDBG 07-08SUBRECIPIENT AGREEMENT By and Between the City of National City and Trauma Intervention Programs for Crisis Intervention Team THIS AGREEMENT, entered this day of tt , 2007 by and between the City of National City (herein called the "Grantee") and Trauma Intervention Programs (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, Crisis Intervention Team in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. Such program will include activities eligible under the Community Development Block Grant (CDBG) program, as specified in Exhibit A, attached and incorporated herein. B. National Obiectives: All activities funded with CDGB funds must meet one of the CDBG program's National Objectives: benefit low- and moderate -income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR 570.208 The Subrecipient certifies that the activity(ies) carried out under thls 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`h day of June of 2008 in 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 and incorporated herein. Any amendments to the budget must be approved in writing by both the Grantee and the Subrecipient. Suhrecipient Agreement Page I of 13 IV. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed Eight Thousand Dollars ($8.000). 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 - ". .'Stibi•ecipi;nt - Contact Person: Janet Flores Contact Person: Jae Marciano, Executive Director Organization: City of National City Organization: Trauma Intervention Programs Address: 1243 National City Boulevard National City, CA 91950-4301 Address: 2560 Orion Way Carlsbad, CA 92010 _ Telephone: (619) 336-4563 Telephone: (760) 931-2104 Email: ]Flores@ci.national-city.ca.us Email: tipsandiego@sbcglobal.net VI. GENERAL CONDITIONS A. General Compliance: The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. "Independent Contractor": Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Subrecipient is an independent contractor. C. Hold Harmless: The Subrecipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Subrecipient's performance or nonperformance of the services or subject matter called for in this Agreement. Subrecipient Agreement Page 2 of 13 D. Workers' Comuensation: The Subrecipient shall provide Workers' Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. E. Insurance & Bonding: The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Grantee. The Subrecipient shall comply with the bonding and insurance requirements of 24 CFR 84.31 and 84.48, Bonding and Insurance. F. Grantee Recognition: The Subrecipient shall insure recognition of the role of the Grantee in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. G. Amendments: The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Subrecipient from its obligations under this Agreement. The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Su breci pi ent. H. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this Agreement if the Subrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of funds provided under this Agreement; or 4. Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect. The Grantee shall have the right, in accordance with 24 C.F.R. 85.43, to terminate this Agreement immediately or withhold payment of invoice for failure of the SUB -RECIPIENT to comply with the terms and conditions of this Agreement. Should the Grantee decide to terminate this Agreement, after a full evaluation of all circumstances has been completed, the SUB -RECIPIENT shall, upon written request, have the right to an appeal process. A copy of the appeal process will be attached to any termination notice. If the Grantee finds that the SUB -RECIPIENT has violated the terms and conditions of this Agreement, the SUB -RECIPIENT may be required to: 1. Repay all monies received from the Grantee under this Agreement; and/or 2. Transfer possession of all materials and equipment purchased with grant money to the Grantee. In the case of early termination, a final payment may be made to the SUB -RECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to Subrecipient Agreement Page 3of13 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 Keening 1. Records to be Maintained: The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall Include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, Improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; and g. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. 2. Retention: The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of four (4) years. The retention period begins on the date of the submission of the Grantee's annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the four-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four- year period, whichever occurs later. 3. Client Data: The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such Information shall be made available to Grantee monitors or their designees for review upon request. 4. Disclosur@: The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not Subrecipient Agreement Page 4 of 1 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-outg: 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 Tess 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 Riahts 1. Compliance; The Subrecipient agrees to comply with local and state civil rights ordinances here and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. 2. Nondiscrimination: The Subrecipient agrees to comply with the non- discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279. The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable. 4. Land Covenants: This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this contract, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Grantee and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. 4. Section 504: The Subrecipient agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. The Grantee shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. B. Affirmative Action 1. Approved Plan: The Subrecipient agrees that it shall be committed to carry out pursuant to the Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1966. The Grantee shall provide Affirmative Action guidelines to the Subrecipient to assist in the formulation of such program. The Subrecipient shall submit a plan for an Affirmative Action Program for approval prior to the award of funds, consistent with the policy in Exhibit "F", attached hereto and incorporated herein. 2. Women- and 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 I'age 7 of 15 HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 4. Notifications: The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the Subrecipient's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. Equal Employment Opportunity and Affirmative Action (EEO/AA) Statement: The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions: The Subrecipient will include the provisions of Paragraphs X.A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors. C. Employment Restrictions 1. Prohibited Activity: The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. 2. Labor Standards: The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Grantee for review upon request. The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the Grantee pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted In full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 3. "Section 3" Clause a. Compliance: Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance provided under this contract and binding upon the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors. Failure to fulfill these requirements shall subject the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is Subrecipient Agreement Page 8 of 13 provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements. The Subrecipient further agrees to comply with these "Section 3" requirements and to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located." The Subrecipient further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to low- and very low-income persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. b. Notifications: The Subrecipient agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. c. Subcontracts: The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. D. Conduct 1. Assignability: The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee thereto; provided, however, that claims for money due or to become due to the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee. Subrecipient Agreement Page 9 of 13 2. Subcontracts: a. Approvals: The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the Grantee prior to the execution of such agreement. b. Monitoring: The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. c. Content: The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. d. Selection Process: The Subrecipient shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Grantee along with documentation concerning the selection process. 3. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 24 CFR 84.42 and 570.611, which include (but are not limited to) the following: a. The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. b. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. c. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subreciplent, or any designated public agency. 5. Lobbying: The Subrecipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; Subrecipient Agreement Page 10 of 13 b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly: d. Lobbying Certification: This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 6. Coovriaht: 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 Suhrecipient Agreement Page 1 i 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 I9 IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above. City of National City Ron Morrison Mayor, City of National City APPROVED AS TO FORM George Eiser City Attorney ATTES N City Clerk Trauma Intervention Programs Jae Mariiano Executi ,- Director Subrecipient Agreement Page t s of 13 EXHIBIT A SCOPE OF SERVICES 1. The Trauma Intervention Program/Crisis Intervention Team consists of the following activities: pctivit i De cription „ Citizen volunteers provide immediate support to emotionally traumatized citizens of National City after suffering a tragic event. Fire, Police, and medics personnel calls are placed to TIP, whenever assistance is needed. 1. Staff Salaries for Crisis Team Manager who oversees volunteers. 2. Insurance Bill for liability for volunteers. 3. Marketing and Advertising for recruitment of volunteers. 2. The following lists the staff and time commitments to be allocated to activity listed above. . x Hours A11toc #ed Staff Me�ii'be�:Name ar+dTitfe.;.'`�, ,..:. Sam Carlson, Crisis Team Manager 28 Hours Per Week 3. Billing Method: Monthly Quarterly X 4. List the type of supporting documentation to be provided: Timesheets Bills Receipts 5. List the major/key activity milestones: Major Activity Milestones Provide Program Services Month 2 3 4 5 6 7 8 9 10 11 12 EXHIBIT B BUDGET Agency Name: Trauma Intervention Program Activity Name: Crisis Intervention Team Description CDBG BUDGET OTHER RESOURCES TOTAL BUDGET 1) Personnel (Direct labor) $5,000 2) Insurance $2,000 3) Marketing/Advertisement $1,000 5) Sub Total for Direct Costs $8,000 6) Indirect Costs (Overhead) - TOTAL $ 8,000 $ - $ - EXHIBIT C TIP TRAUMA INTERVENTION PROGRAMS OF SAN DIEGO COUNTY, INC. BOARD OF DIRECTORS 2007-2008 Chief David Burk, President Fire Chief, City of La Mesa Chris Saunders, Vice President Thomas Jefferson School of Law Debbie Fountain, Treasurer City of Carlsbad Director of I lousing and Redevelopment Jim Schroder, Secretary Independent Business Owner Lt. Joe Young Oceanside Police Department Sheri Guscrnan Professor, Grossmont College Darlene Duncan, Secretary Crime Prevention Spec., Poway Sheriff's Dept. Holly Grubs Attorney Cindy Roark Former President, MADD San Diego Past Chairman of the MADD National Advisory Board EXHIBIT C BYLAWS OF TRAUMA INTERVENTION PROGRAMS OF SAN DIEGO COUNTY, INC. A California Public Benefit Corporation ARTICLE 1: Name, Office _ Section 1.01 Name of the Corporation '1'hc name of this Corporation shall be TRAIJMA INTERVENTION PROGRAMS OF SAN DIEGO COUNTY, INC. (hereinafter referred to as the "Corporation"). Section 1.02 - Principal Office The principal executive office for the transaction of the business of the Corporation is located in the State of California, County of San Diego. The Board of Directors (hereinafter referred to as the "BOD") may change the principal office from one location to another. Any change of this location shall he noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location. Section 1.03 - Other Offices The BOD or their designee may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business. ARTICLE 2: Purpose Section 2.01 - Purpose The general purpose of this Corporation is to ensure that victims of traumatic events receive the emotional and practical support they need immediately following the traumatic occurrence. ,Section 2.02 - Nonpartisan Activities This Corporation has been formed under the California Corporation Law for the purpose described herein at Article 2, Section 2.01, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote. The Corporation shall riot, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purpose described above. Trauma intervention Programs Bylaws 2 ARTICLE 3: Membership and Meetings Section 3.0/ -- Voting Members of the Corporation Voting members shall consist of the members of the BOD of the Corporation. Effective July 1, 1996 and thereafter, no voting member shall be an active program volunteer. Section 3.02 — Honorary .Members Any individual or organization that subscribes to the purposes and basic policies of the Corporation and whose admission will contribute to the Corporation's ability to carry out its charitable and educational purposes may become an honorary member of the Corporation. Section 3.03 - Application for Membership to the Board of Directors Applications for membership to the ROD shall be submitted by the Executive Director or the BOD of the Corporation on a written form prescribed and approved by the BOD. The Executive Director shall transmit such applications for consideration to the BOD who shall evaluate such applications in order to determine the applicant's eligibility for membership. Membership shall be conferred upon the applicant by a simple majority of the votes cast at a regular or special meeting of the BOD or by a simple vote though a written ballot emailed to the members at the direction of the BOD. Section 3. 01 - Application for Honorary and Advisory Membership Honorary and advisory membership shall he conferred upon the individual by a simple majority of the votes cast at a regular or special meeting of the BOD or by email vote. Section 3.05 Rights of Directors Each member of the Corporation shall he entitled to one vote on each matter submitted to a vote at the meeting of the BOD, except to the extent that the voting rights are limited or denied by the Articles of Incorporation. No member shall be entitled to any dividend or any part of the income of the Corporation or to share in the distribution of the corporate assets upon the dissolution of the Corporation. Section 3.06 Rights of Honorary and Advisory Members I Ionorary and advisory members shall have all the rights and privileges of this Corporation except that they shall not vote or hold office. No honorary member shall he entitled to any dividend or any part of the income of the Corporation or to share in the distribution of the corporate assets upon the dissolution of the Corporation. Trauma Intervention Programs Bylaws 3 Section 3.07 — Resignation of Directors, Honorary, & Advisory Members Any BOD member or honorary member or advisory member may resign from the Corporation by delivering a written resignation to the President, Secretary, or Executive Director of the Corporation. Section 3.08 — Termination of Honorary Membership Any honorary and advisory member may be removed with or without cause at any time by the affirmative vote of a majority of the members of the Corporation present at a meeting of the BOD. This section may be amended or repealed only by a vote of a majority of all members of the Corporation at a meeting of the BOD. Section 3.09 — Annual Meeting of the Board of Directors There shall be an annual meeting each year of the BOD of this Corporation, to be held in the County of San Diego, State of California. The annual meeting will serve as an annual BOD evaluation to determine the action and direction of the Corporation toward meeting it's mission and goals. Section 3.10 Regular Meetings The BOD members shall meet at a time and place determined by the BOD, with a minimum of three (3) meetings held per year. Section 3.11 Cancellation of Meetings The Executive Director, with concurrence of a majority of the members of the BOD, may cancel meetings, or change the date, time or place of meetings under special circumstances. Section 3.12 Adjournment A majority of the members present, whether or not continuing a quorum, may adjourn any meeting of the BOD to another time or place. Section 3..13 — Volunteer liaison to the Board of Directors Each geographical volunteer team will have the opportunity to appoint a volunteer liaison to act as a non- voting member of the board and report back to the other TIP volunteers as to the current BOD activities. ARTICLE 4 — Board of Directors Section 4.01 — Powers (a) The activities, affairs and property of the Corporation shall be managed, directed and controlled, and its Trauma Intervention Programs Bylaws 4 - powers executed by, and vested in, the BOD or their duly appointed representative. (h) Select and remove the Executive Director of the Corporation; prescribe any powers and duties for him/her that are consistent with the law, with the Articles of Incorporation, and with the Bylaws; and fix the compensation. (c) Adopt, make and use a corporate seal; prescribes fonns of membership certificates; and alter the form of the seal and certificate. (d) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation and other evidence of debt and securities. Section 4.02 — Number, Election, Term The BOD shall consist of at least five (5) persons who arc elected for two year terms. All terms shall expire in the month of June with one-half of the terms expiring in the even numbered years and one-half the terms expiring in the odd numbered years. Elections of the members shall he held in June of each year with the term beginning in July. Section 4.03 — Removal A BOD member may be removed with cause at any time by the affirmative vote of majority of the members of the Corporation present at a noticed meeting of the ROD, the notice of which shall have specified the proposed removal. This section may be amended or repealed only by vote of a majority of all members of the Corporation at a meeting of the ROD. A pattern of live (5) or more absences may result in their removal from the BOD. A member for personal reasons may request a leave of absence subject to approval of the BOD. Section 4.04 • Vacancies Whenever the number of BOD members shall for any reason be less than the authorized number, the vacancy may he filled by a majority of the remaining members, though less than a quorum, or by sole remaining member. Section 4.05 Quorum The quorwn for the transaction of business at any properly noticed meeting of the BOD shall consist of a minimum of three (3) members of which two (2) must be Officers of the BOD.Section 4.0E — Special Meeting of the Board of Directors Special meeting of the BOD may be called by the President or Vice President and must be called by either of them on the written request of any three (3) members or a petition signed by 20% of the members of the Trauma Intervention Programs Bylaws 5 Corporation. Section 4.07 Notice of Meeting Notice of all meetings of the BOD, except as herein otherwise provided, shall be given by mailing or emailing the same at least five (5) days before the meeting to the usual business or residence address of the members but such notice may be waived by any member. Each such notice shall state the general business to be transacted, the day, time and place of such meeting and in the case of special meetings, and by whose request it was called. Regular meetings of the BOD may be held without notice at such time and place as shall be determined by the member. Any business inay be transacted at any regularly called meeting of the BOD. Section 4.08 — Action by Board of Directors without a Meeting Any action required or permitted to be taken by the BOD may be taken without a meeting if all members shall individually or collectively consent in writing to the action, including email. The written consent or consents shall he filed with the minutes of the proceedings of the BOD, and the action taken shall have the same force and effect as a unanimous vote of the members. Section 4.09 Compensation/Reimbursements The members and Officers of the Corporation shall serve as such without salary, but the BOD may authorize reimbursements for reasonable expenses incurred by the members or Officers in the performance of their duties. Section 4.10 Contracts with Board of Directors No member or Officer of the Corporation shall he interested, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contract for furnishing services to it, unless (i) such contract shall be authorized by the entire 13OD majority and voting at a meeting at which the presence of such member is not necessary to constitute a quorum and the vote of such member is not necessary for such authorization: and (ii) the facts and nature of such interest shall have been fully disclosed or shown to the members of the BOD present at the meeting at which such contract is so authorized. Section 4.11 — Board Member Responsibilities The responsibilities of the Board of Directors will include: (a) Serve as a "Roving Ambassador" for the Corporation, to promote the Corporation wherever opportunity arises. (b) Be willing to allow the Corporation to identity him or her as a Board member on corporate letterhead, web site and event programs. Trauma Intervention Programs Bylaws 6 (c) Provide moral support to the staff of the Corporation, in addition to leads, contacts or introductions that will be helpful in fundraising, volunteer recruitment, and/or program expansion. (d) Attend the annual Advisory Board meeting, annual fundraising events, volunteer continuing education meetings, and the other activities of the Corporation as designated by the BOD. (c) Participate as an active committee member in support of the annual I Zeroes on Scene fundraising event and attend the event. (1) Recruit other appropriate Board members. (g) Provide annual contributions to the Corporation through fundraising ellbrts or other means. (h) Support the Executive Director in securing grants, fundraising, and individual and corporate contributions. (i) Attend monthly BOD meetings and one special annual BOD meeting. Section 4.12 — Conflict of Interest Any member of the board who has a financial, personal, or official interest in. or conflict (or appearance of a conflict) with any matter pending before the Board. of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner. will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item. ARTICLE, 5: Advisory Board Section 5.01 — Advisory Board The BOD and the Executive Director shall work together to recruit an Advisory Board. The purpose of this board will be to advise and support the BOD and Executive Director on issues which affect the Corporation. The Advisory Board will consist of members of the community who will enhance the mission and goals of the Corporation. The Advisory Board will not he required to meet more than once annually. There shall be no fixed term for members of the board. There shall be no minimum or maximum number of members. The Advisory Board members may serve on committees of the BOD, and be involved in many aspects of the Corporation, including event planning, legal issues, volunteer recruitment, publicity and fundraising. Section 5.02 Advisory Board Member Responsibilities 'l'he responsibilities of the Advisory Board will include to: (a) Serve as a "Roving Ambassador" for the Corporation, to promote the Corporation wherever opportunity arises. Trauma Intervention Programs' Bylaws 7 (h) Be willing to allow the Corporation to identify him or her as an Advisory Board member on corporate letterhead, web site and event programs. (c) Provide the staff of the Corporation with leads, contacts or introductions that will he helpful in fundraising and/or program expansion. (d) Attend annual Advisory Board meetings. (e) Support the annual I Zeroes on Scene event. (f) Assist in recruiting other appropriate Advisory Board members. ARTICLE; 6: Officers Section 6.01 — Titles and Qualifications The Officers of the BOD shall consist of a President, Vice President, Secretary, Treasurer and such other Officers as the ROL) may from time to time designate. Section 6.02 — Duties of Officers (a) President The President of the BOD shall preside at all meetings of the BOD of the Corporation and shall have such other powers and duties not consistent with the Bylaws as may be assigned from time to time by the BOD. (b) Vice President The Vice President of the BOD shall possess the powers and duties of the President of the BOD in such case as he or she is absent or disabled. (c) Secretary The Secretary shall have the general powers and duties usually vested in the office of Secretary of a Corporation and shall have such powers and duties not consistent with these Bylaws as may be assigned him or her from time to time by the BOD or the President including the powers and duties to be (i) be custodian of all records, documents and the seal of the Corporation which are to be kept in the principal executive office of the Corporation; (ii) affix the Corporate Seal to any instrument requiring it and to attest the same by his or her signature when authorized by the BOD or when such instrument shall first have been signed by the President or the Vice President or other duly authorized officer or agent; (iii) keep the minutes of the BOD meetings and other committee meetings, as applicable, of the Corporation to be recorded in one or more books provided for that purpose, with the time and place of the holding of such meetings, how they were called and Trauma Intervention Programs Bylaws 8 authorized, the notice given thereof, the names of those present and the proceedings thereof indicated in the record; (iv) provided that proper notices are given in accordance with the provisions of these Bylaws. (d) Treasurer The Treasurer shall he responsible for all funds and securities of the Corporation and shall have the general powers and duties usually vested in the office of Treasurer of a Corporation and shall have such powers and duties not consistent with these Bylaws as may be assigned to him or her from time to time by the BOD or the President, including the powers and duties to (i) care for, receive and give receipt monies due and payable to the Corporation; (ii) deposit all monies received in the name of the Corporation in such banks, trust companies or other depositories as from time to time may he designated by the Board of Directors; (iii) have charge of the disbursement of the monies of the Corporation in accordance with the directions of the BOD or the President; (iv) enter or cause to be entered regularly in the books to be kept by the Treasurer or under his or her direction for that purpose a complete and correct account of all monies received and disbursed by the Corporation; (v) render a statement of the financial accounts of the Corporation to the Board of Directors at such times as may he requested; (vi) exhibit the hooks of account of the Corporation and all securities, vouchers, papers on and documents of the Corporation in his or her custody to any member or designee of the Board of Directors upon request; (vii) submit a full financial report to the members of the Corporation at the annual membership meeting. Section 6.03 -- Election of Officers Officers shall be elected by the BOD, at any time, and each Officer shall hold office until he or she resigns, is removed or is otherwise disqualified to serve, or until his or her successor shall he elected and qualified, whichever occurs first. Section 6.04 — Term of Office All Officers shall be elected in June of each year and serve a term of one year or until their successors are elected and qualified. Section 6.05 — Resignation Any Officer may resign from the office at any time by delivering a written resignation to the President, the Vice President or the Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective. Section 6.06- Removal Any Officer may be removed at any time, with cause, by majority vote of the entirety of the members at a duly held meeting of the BOD. Proper notice specifying the proposed removal shall be given prior to any Trauma Intervention Programs Bylaws 9 meeting of the 1301) at which such removal shall be considered. Section 6.07 Vacancies Any vacancy in an office may be filled for the unexpired portion of the tens by majority vote of the BOD. Section 6.08 - Records There shall be maintained at the principal executive office of the Corporation all financial books and records of account, all minutes of the BOI) meetings and other committee meetings of the Corporation, and list of members, and copies of all other material, corporate records, books, documents and contracts. All such hooks, records, minutes, lists, documents and contracts shall be made available for inspection at any reasonable time during the usual business hours by any members of the Corporation, or duly authorized representative thereof, for any lawful and proper purpose. Upon leaving office each Officer, or duly authorized representative thereof:, of the Corporation shall turn over to his or her successor or to the President in good order, such corporate monies, hooks, records, minutes, lists, documents, contracts or other property of the Corporation as have been in the custody of such officer of and during his or her term in office. Section 6.09 Committees The HOD from time to time may establish other committees or auxiliaries whose membership will consist of voting members and/or honorary or advisory members of the Corporation as designated by the BOD which shall have such duties and the members of which shall hold office for such periods as the BOD from time to time determine. The rules of procedures of such committee shall he determined from time to time by the BOD, and by respective committee members. All committees and committee members serve at the pleasure of the BOI). Section 6.10 - Executive Committee The Executive Committee shall consist of the Officers of the BOD and may elect to hold special meetings outside of the regular scheduled meetings in order to provide a decision for the Corporation in times of urgency. Officers will then inform the BOD of the meeting purpose and outcome at the next regular meeting of the BOD. ARTICLE 7: Records and Reports Section 7.01 - Maintenance and Inspection ofArticles and Bylaws The Corporation shall keep at its principal executive office the original or a copy of the Articles and Bylaws as amended to date, which shall be open to inspection. Section 7.02 -- Maintenance and Inspection of Other Corporate Records Trauma Intervention Programs Bylaws 10 The accounting books, records and minutes of proceedings of the BOD and other committees of the Corporation shall be kept at such place or places designated by the BOD or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall he kept either in written or typed form or in any other form capable of being converted into written, typed or printed form. Section 7.03 — Inspection by Board of Directors Every member of the BOD shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Corporation and each of its subsidiary Corporations. This inspection by a member may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. Section 7.04 Annual Report The President of the Corporation or his/her designee will cause to be sent each year to the Board of Directors an annual report of the Corporation's activities. `(his report will encompass all information required by California Corporations Code 6321 (*) as amended to date. Section 7.05 — Annual Audit The Corporation shall hire an independent auditor to perform an annual audit of the finances of the Corporation and provide a written report to the BOD. ARTICLE 8: Deposits, Checks, Loan Contracts Section 8.01 - Deposit of Funds All funds of the Corporation not otherwise employed shall be deposited in such banks, trust companies or other reliable depositories as the SOD from time to time may determine. Section 8.02 Checks, Etc. All checks, drafts, endorsements, notes and evidences of indebtedness of the Corporation shall he signed by such Officers or agents of the Corporation and in such manner as the BOD from time to time may determine. Endorsements for deposits to the credit of the Corporation shall be made in such manner as the BOD from time to time may determine. Section 8.03 — Loans No loans or advances shall be contracted on behalf of the Corporation, and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by a vote of the BOD. Any such Trauma Intervention Programs Bylaws 11 authorization shall relate to specific transactions, and may include authorization to pledge, and security for loans or advances so authorized. any and all securities and other personal property at any time held by the Corporation. Section 7.04 — Contracts The President, or any other Officer or agent specially authorized by the BOD, may in the name of and on behalf of the Corporation, enter into those contracts or execute and deliver those instruments that are specifically authorized by the BOD. Without the express and specific authorization of the BOD, no officer or other agent of the Corporation may enter into any contract or execution and deliver any instrument in the name of and on behalf of the Corporation. ARTICLE 9: Dedication of Assets Section 9.01 Dedication o/'Assets The properties and assets of this nonprofit Corporation arc irrevocably dedicated to the fulfillment of the objectives and purposes of this Corporation as set forth in Article 2, Section 2.01 hereof. No part of the net earnings, properties or assets of this Corporation, on dissolution or otherwise, shall inure to the exclusive benefit of any private person or individual, or any member of this Corporation except in fulfillment of said objectives and purposes. On liquidation or dissolution, all properties and assets and obligations shall be distributed pursuant to the nonprofit provisions of the California Corporation Code then in effect. ARTICi.E 10: Indemnification of Members and Officers Section /0.01 — Indemnification Any person (and heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was a member or Officer of the Corporation shall he indemnified by the Corporation against any and all liahility and the reasonable expenses, including attorneys' fees and disbursements incurred by him or her (or by his or her heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceedings, or in connection with any appearance therein, except in relation to matters as to which it shall he adjudged in such action, suit or proceeding that such member or Officer is liable for negligence or misconduct in the performance of his or her duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or officer (or such heirs, executors or administrators) may he entitled apart from this Article. Section 10.02 — Insurance or Other Indemnification The BOD shall have the power to (i) purchase and maintain, at the Corporation's expense, insurance on the behalf of the Corporation and on behalf of others to the extent that power to do so have been or may be granted by statute, and (ii) give other indemnification to the extent permitted by law. Trauma Intervention Programs Bylaws 12 ARTICLE 11: Amendment of Bylaws Section 11.01 — Amendment of Bylaws Except as otherwise provided herein, and subject to the power of the BOD to amend or repeal the Bylaws, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by an affirmative vote of a majority of the member of the BOD present at any regular or special meeting, a quorum being assembled, provided that written notice of such meeting, setting forth in detail the proposed Bylaw revisions with explanations therefore, be given not less than five (5) days prior to such meeting. ARTICLE 12: Miscellaneous Section 12.01 — Fiscal Year 1'he fiscal year of the Corporation shall begin on July 1 of each year and shall end on June 30. Section 12.02 Construction Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. limy of the portion of these Bylaws shall he invalid or inoperative, then so far as is reasonable and possible: (a) The remainder of' these Bylaws shall be considered valid and operative, and (b) Effect shall be given to the intent manifested by the portion held invalid or inoperative. Section 12.03 — Program Modifications Any and all program modifications shall require the approval, by means of an affirmative vote. of two-thirds (2/3) of the members present at any regular or special meeting of the BOD, a quorum being assembled. These Bylaws of the Corporation are hereby adopted with amendments made to date, on this date. Chris Saunders, President Date Witness Date UPDATED 5.14.07 Trauma Intervention Programs Bylaws 13 (")l:aliJornia_Corparations Code .Section 6321 6321. (a) i•.xcept as provided in subdivision (c), (d), or U, the board shall cause an annual report to be sent to the members not later than 120 days after the dose of the corporation's fiscal year. Unless otherwise provided by the articles or bylaws and if approved by the hoard of directors, that report and any accompanying material sent pursuant to this .section may be sent by electronic transmission by the corporation (Section 20). That report shalt contain in appropriate detail the following: (1) The assets and liabilities, including the trust funds. of the Corporation as of the end of the fiscal year. (2) The principal changes in assets and liabilities, including trust Junds, during the fiscal year. (3) the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, Jar the fiscal year. (4) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year. (5) Airy information required by Section 6322. (b) The report required by subdivision (a) shall be accompanied by any report thereon of independent accountants, or, if there is no .such report, the certificate of an authorized Officer of the corporation that such statements were prepared without audit from the books and records of the Corporation. (c) Subdivision (a) does not apply to any Corporation which receives less than twenty-five thousand dollars (525,000) in gross revenues or receipts during the fiscal year. (d) Where a Corporation has provided, pursuant to Section 5510, for regular meetings of members less often than annually, then the report required by subdivision (a) need be made to members only with the frequency with which regular membership meetings are required, unless the articles or bylaws require a report more often. (e) Subdivisions (r) and (d) notwithstanding, a report with the it formation required by subdivision (a) shall he furnished annually to: (1) All directors of the Corporation; and (2) Any member who requests it in writing U A Corporation which in writing solicits contributions from 500 or more persons need not send the report otherwise required by subdivision (a) ifit does all of the following: (1) includes with any written material used to solicit contributions a written statement that its latest annual report will he mailed upon request and that such request may be sent to the Corporation at a name and address which is set forth in the statement. The terns "annual report" as used in this .suhdivi.sion refers to the report required by subdivision (a). (ti) Promptly mails a copy of its latest annual report to any person who requests a copy thereof and Oa) Causes its annual report to he published not later than 120 days after the close of its fiscal year in a newspaper of general circulation in the county in which its principal executive office is located. rrom: ScoTT vMnston Ar G.S. Levine Ins. Svcs., Inc. FaxID: G S Levine Insurance To: Jae Date: 124/2007 11:59 AM Page: 2 of ACORD_ CERTIFICATE OF UABIUTY 1 Rtaofreat G. S. Levine Insurance Services, Inc. 10505 Sorrento Valley Rd. 0200 San Diego CA 92121 Phone: 858-481-8692 Fax: 858-481-7953 INSURANCE °"""`°°"'"" 01/24/07 THIS CERTIFICATE IS ISSUED AS A NATTER OF NFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. OPID SW TRADNO2 INSURERS AFFORDING COVERAGE NAIC N Trauma Intervention Programs of San Diego County, Ino. 2560 Oriosi Way Carlsbad CA 92008 INSURER A United National "amen -ones Co INMER Et INSURER O: NEWRERL COVERAGES THE ANY MAY PONCES. Sibiu UR PONCES REOL PERTAN. Tom "ISM OF INSURANCE USTED BELOW HAVE EJl T. TEIW OR COK1RpN OF ANT THE P S(JW =E AFFORDED BY �i TO THE INSURED RIMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTVNTHSTANOING WITH RESPECT TO WHICH THIS CEITPICATE MAYBE ISSUED OR TO ALL THE TERMS. EXCLUSIONS AND CONOTONS OF SUCH CONTRACT OR OTTER DOCUMENT THE POLICES DESCRIBED MIEN IS SLB.ECT BEEN REDUCED ETY PAD CLAWS. AGGREGATE UNITS SHOWN MAY HAVE TYPE or N9tRMIC[ POIA:r P9ircfNf=_ . _ DATE( Do/re) ►aICY ESSRATIOM OATS .y1 UNITE Rummel A GENERAL l/AasliY COMMON ra1arnLuaam CGA045895 12/15/06 12/15/07 EM]1 I N's�FarE $ 1,000,000 X te..ur Na) s 100,000 0 X CLAMS f4DE OCCUR � DP (Anyone penal{ . Not Incl. PERSOMIL WNW NMMY $1,000,000 GBaa/LAGfASETATE $3,000,000 OWL AGGREGArTE LAIR A MESPHt —1 $ 3,000,000 1,000,000 PRODUCTS-COIPYOP AUG T 1 IPlICaT n LOe PIP Beata. A AUIOMOSLI CGA045895 12/15/06 12/15/07 ST �"xgt S 1,000,000 UABIUTY ANY AUTO ALL OWNED AUTOS EXALLAM.EO AUTOS TIRED ATTOs N[N-(TMEO AUTOS (p,1, person) --- S X Da:LY HAIRY (Pc Wildest) S X IYi($ PTV DAMAGE (Per Wildest) S a*RACE LU..JTY ANY AIfO AUTO ONLY- EAACCOBT S OTHSI Th. EA ACC S ._ AUTO ONLY. AOG s EX ESSAWBMIL A LAWNY E/O1 OCCURREITCE S 7i°CCUR CLAMS MADE AGGREGATE s DEDUCTIBLE RETENTION S S S i YwNIMI. c0ApenAT1oN MED aRDY�fi LIA�ITY ANY PROfT]>Fi'LAN.It IIERIEECUTNE WC 8TAI S 1 OM TfMY LOOTS ER EL EAQIACGOB/i S --I OFrx6NE+SFR F.la]JAJCD9 S yrs OlADae under `PECNL PROVEN., OfAly EL iN'1FmtiF - FA EMPLOYEE S '—_ El. MUSE -POLICY lMT S COWER C6ERSIM MOP OPSRA110NM?1-0EATIopB/Ve*CtJO/EXCLUIOIe MOOD WY B00alBl 1t//RW. FRONSIO1a PROOF OF INSURANCE *10 Days Notice of Cancellation Applies for Nonpayment of Premium. CERTIFICATE HOLDER CANCELLATION -PROOF- Proof of Insurance Only ACORD 25 (2001/08) SLDUDANY OP114MOW OIYCIe�POUC'NSSiCAMri�=SffORETIME 4M1ON DATE TTOOF. THE eeSUSW RLSURBR TELL EfOEAYOR TO NM. 30* DAY. Y/pnH1 HOW= TO oa C I AT$HOLDLaT MW TO M LATE. OUT FALIaIL TO DO Do Mom M►O= NO MUMMY OR LYAMITY OF MY MO UPON ME INSURER. ITS Acmes ON R@ BnATW 4 7L7,7%.;E---e 0 ACORD CORPORATION 1981 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 Home 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; and 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: 4 Mich I Dalla, City lerk APPROVED AS TO FORM: George H. iser, III 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 erk of the C. /.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, Califomia, 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 natimxtrAmwriamoraorrAssummori U.S. Department of Housing and Urban Development (HUD) Draft Executive Summary urisdiction's Name: Name of Organization: ontact Person: Telephone: rite Address: Table 3C Consolidated Plan Listing of Projects City of National City Trauma Intervention Programs Jae Marciano- Executive Director (760) 931-2104 2560 Orion Way, Carlsbad, 92010 ?riority Need: FY 2007-2008 CDBG FUNDING »�y•'Fl• ^,-,, ti IrRV , a a ryJ Yr ,y ,,. i S /- nV . 2'412 ,r,t,e" Y 12j ya t.dtY6' 4 4a1 "o>,.s 1 �JYYt�, ,1•,., `,,' � • *}t ,�fyi iyY. ; Crisis Intervention Team Support salary and benefit expenses for one employee and program related operating costs. 120 Individuals $8,000 To provide emotional and practical support to citizens immediately following a tragedy. Objective Number HUD Matrix Code 05- Public Services Type of Recipient Non-profit Start Date 7/1/2007 Project ID 2007-11 •Funding Sources CDBG Citation 570.201(e) CDBG ESG CDBG National Objective Low Moderate Area HOME HOPWA $8,000 $0 $0 Performance Indicator Individuals Completion Date 6/30/2008 Total Formula $0 $0 Prior Year Funds. Annual. Units 120 Assisted Housing PHA $0 $0 $0 Local ID Tab # 25 Units Upon Completion 120 Other Funding Total $o $8,000 The primary purpose the project is to help: Homeless: No Persons with HIV/AIDS: No Persons with Disabilities: No Public l rousing Needs: No Objective category: ® Suitable Living Environment ❑ Decent dousing L] Economic Opportunity Outcome category: El Availability/Accessibility Li Aftbrdability ❑ Sustainability 15 MEETING DATE: May 1, 2007 City of National City COUNCIL AGENDA STATEMENT AGENDA ITEM NO. ✓yoG -t -a Caoo~t•�.� 20 ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY APPROVING THE FISCAL YEAR 2007-08 ANNUAL ACTION PLAN FOR TIIE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AND HOME INVESTMENT PARTNERSHIP ACT (HOME) PROGRAMS �} PREPARED BY: RUDY LOPEZ r� DEPARTMENT COMMUNITY SERVICES EXPLANATION: Upon the conclusion of the duly advertised final Public Hearing, the City 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 for 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 (CDBG) and Homeinvestment Partnership Act (HOME) fiends. 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 1. 2007, to be incorporated into the final version to be submitted to I IUD by Mav 15, 2007. Environmental Review Not applicable to this report. Financial Statement The City will receive CDBG and HOME program funds from I IUD in FY 2007-08. The City Council's adopted alloca- tions will then he incorporated into the City and CDC 2007-08 Fiscal Year Budgets. STAFF RECOMMENDATION Adopt attached Resolution. BOARD/COMMISSION RECOMMENDATION Not applicable to this report. ATTACHMENTS (Listed Below) Resolution No. 1. DRAFT Executive Summary of the FY 2007-08 Annual Action Plan 2. Resolution `'t City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 November 13, 2007 Mr. Jae Marciano Executive Director Trauma Intervention Programs 2560 Orion Way Carlsbad, CA 92010 Dear Mr. Marciano, On October 29th, 2007 an Agreement was entered between the City of National City and Trauma Intervention Programs. We are enclosing for your records a fully executed original agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosure cc: Grants Department ® Recycled Paper