HomeMy WebLinkAbout2008 CON South Bay Community Services - CDBG 08-09SUBRECIPIENT AGREEMENT
By and Between the
City of National City and South Bay Community Services
for
Program Name: National City Police Department Juvenile Diversion Program
THIS AGREEMENT, entered this lGw day of to0V t'VtV' .Q. , 2008 by and between the City of
National City (herein called the "Grantee") and South Bay Community Services (herein called the
"Sub -recipient").
WHEREAS, the Grantee has applied for and received funds from the United States Government under
Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law
93-383; and
WHEREAS, the Grantee wishes to engage the Sub -recipient to assist the Grantee in utilizing such
funds;
NOW, THEREFORE, it is agreed between the parties hereto that;
SCOPE OF SERVICE
A. Activities: The Sub -recipient will be responsible for administering the program titled,
National City Police Department Juvenile Diversion Program in a manner
satisfactory to the Grantee and consistent with any standards required as a condition of
providing these funds. Such program will include activities eligible under the Community
Development Block Grant (CDBG) program, as specified in Exhibit A, attached and
incorporated herein.
B. National Objectives: All activities funded with CDGB funds must meet one of the CDBG
program's National Objectives: benefit low- and moderate -income persons; aid in the
prevention or elimination of slums or blight; or meet community development needs
having a particular urgency, as defined in 24 CFR 570.208
The Sub -recipient certifies that the activity(ies) carried out under this Agreement will meet
the National Objective of serving Low Income Persons .
C. Levels of Accomplishment — Goals and Performance Measures: The levels of
accomplishment may include such measures as units 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: Sub -recipient shall be responsible for staff and time to be allocated to each
activity, as set forth in Exhibit A, attached hereto and incorporated herein.
E. Performance Monitoring: The Grantee will monitor the performance of the Sub -
recipient against goals and performance standards as stated above. Substandard
performance as determined by the Grantee will constitute noncompliance with this
Agreement. If action to correct such substandard performance is not taken by the Sub -
recipient within a reasonable period of time after being, notified by the Grantee, contract
suspension or termination procedures will be initiated.
II. TIME OF PERFORMANCE
Services of the Sub -recipient shall start on the 15t day of July. 2008 and end on the 30th day of
June of 2009 in the case of Public Services and in the case of Capital Improvements end on
June 30, 2010. The term of this Agreement and the provisions herein shall be extended to
cover any additional time period during which the Sub -recipient remains in control of CDBG
funds or other CDBG assets, including program income.
III. BUDGET
Any indirect costs charged must be consistent with the conditions of Paragraph VII (C)(2) of
this Agreement. Sub -recipient shall adhere to the budget breakdown, attached as Exhibit B
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and incorporated herein. Any amendments to the budget must be approved in writing by both
the Grantee and the Sub -recipient.
IV. PAYMENT
It is expressly agreed and understood that the total amount to be paid by the Grantee under
this Agreement shall not exceed eighteen thousand seven hundred fiftv-two dollars
($18,752). Draw downs 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 Sub -recipient's financial management
system in accordance with the standards specified in 24 CFR 84.21.
V. NOTICES
Notices required by this Agreement shall be in writing and delivered via mail (postage
prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic
means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or
sending. All notices and other written communications under this Agreement shall be
addressed to the individuals in the capacities indicated below, unless otherwise modified by
subsequent written notice.
Communication and details concerning this contract shall be directed to the following contract
representatives:
Grantee
Sub -recipient;
Contact Person:
Carlos Aguirre
Contact Person:
Kathryn Lembo
Organization:
City of National City
Organization:
South Bay Community Services
Address: 1243 National City Boulevard
National City, CA 91950-4301
Address:
1124 Bay Blvd, Suite D, Chula Vista, CA
91911
Telephone:
(619) 336-4391
Telephone:
(619) 420-5094
Email:
caguirre@nationalcityca.gov
Email:
klembo@csbcs.org
VI. GENERAL CONDITIONS
A. General Compliance: The Sub -recipient agrees to comply with the requirements of
Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban
Development regulations concerning Community Development Block Grants (CDBG))
including subpart K of these regulations, except that (1) the Sub -recipient does not
assume the recipient's environmental responsibilities described in 24 CFR 570.604 and
(2) the Sub -recipient does not assume the recipient's responsibility for initiating the
review process under the provisions of 24 CFR Part 52. The Sub -recipient also agrees to
comply with all other applicable Federal, state and local laws, regulations, and policies
governing the funds provided under this contract. The Sub -recipient further agrees to
utilize funds •available under this Agreement to supplement rather than supplant funds
otherwise available.
B. "Independent Contractor": Nothing contained in this Agreement is intended to, or
shall be construed in any manner, as creating or establishing the relationship of
employer/employee between the parties. The Sub -recipient shall at all times remain an
"independent contractor" with respect to the services to be performed under this
Agreement. The Grantee shall be exempt from payment of all Unemployment
Compensation, FICA, retirement, life and/or medical insurance and Workers'
Compensation Insurance, as the Sub -recipient is an independent contractor.
C. Hold Harmless: The Sub -recipient shall hold harmless, defend and indemnify the
Grantee from any and all claims, actions, suits, charges and judgments whatsoever that
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arise out of the Sub -recipient's performance or nonperformance of the services or
subject matter called for in this Agreement.
D. Workers' Compensation: The Sub -recipient shall provide Workers' Compensation
Insurance coverage for all of its employees involved in the performance of this
Agreement.
E. Insurance & Bonding: The Sub -recipient shall carry sufficient insurance coverage to
protect contract assets from loss due to theft, fraud and/or undue physical damage, and
as a minimum shall purchase a blanket fidelity bond covering all employees in an
amount equal to cash advances from the Grantee.
The Sub -recipient shall comply with the bonding and insurance requirements of 24 CFR
84.31 and 84.48, Bonding and Insurance.
F. Grantee Recognition: The Sub -recipient shall insure recognition of the role of the
Grantee in providing services through this Agreement. All activities, facilities and items
utilized pursuant to this Agreement shall be prominently labeled as to funding source. In
addition, the Sub -recipient will include a reference to the support provided herein in all
publications made possible with funds made available under this Agreement.
G. Amendments: The Grantee or Sub -recipient may amend this Agreement at any time
provided that such amendments make specific reference to this Agreement, and are
executed in writing, signed by a duly authorized representative of each organization, and
approved by the Grantee's governing body. Such amendments shall not invalidate this
Agreement, nor relieve or release the Grantee or Sub -recipient from its obligations
under this Agreement.
The Grantee may, in its discretion, amend this Agreement to conform with Federal, state
or local governmental guidelines, policies and available funding amounts, or for other
reasons. If such amendments result in a change in the funding, the scope of services, or
schedule of the activities to be undertaken as part of this Agreement, such modifications
will be incorporated only by written amendment signed by both Grantee and Sub -
recipient.
H. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may
suspend or terminate this Agreement if the Sub -recipient materially fails to comply with
any terms of this Agreement, which include (but are not limited to) the following:
1. Failure to comply with any of the rules, regulations or provisions referred to herein,
or such statutes, regulations, executive orders, and HUD guidelines, policies or
directives as may become applicable at any time;
2. Failure, for any reason, of the Sub -recipient to fulfill in a timely and proper manner
its obligations under this Agreement;
3. Ineffective or improper use of funds provided under this Agreement; or
4. Submission by the Sub -recipient to the Grantee reports that are incorrect or
incomplete in any material respect.
The Grantee shall have the right, in accordance with 24 C.F.R. 85.43, to terminate this
Agreement immediately or withhold payment of invoice for failure of the SUB -RECIPIENT
to comply with the terms and conditions of this Agreement. Should the Grantee decide
to terminate this Agreement, after a full evaluation of all circumstances has been
completed, the SUB -RECIPIENT shall, upon written request, have the right to an appeal
process. A copy of the appeal process will be attached to any termination notice.
If the Grantee finds that the SUB -RECIPIENT has violated the terms and conditions of
this Agreement, the SUB -RECIPIENT may be required to:
1. Repay all monies received from the Grantee under this Agreement; and/or
2. Transfer possession of all materials and equipment purchased with grant money to
the Grantee.
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In the case of early termination, a final payment may be made to the SUB -RECIPIENT
upon receipt of a Final Report and invoices covering eligible costs incurred prior to
termination. The total of all payments, including the final payment, shall not exceed the
amount specified in this Agreement.
I. Termination for Convenience: In accordance with 24 CFR 85.44, this Agreement
may also be terminated for convenience by either the Grantee or the Sub -recipient, in
whole or in part, by setting forth the reasons for such termination, the effective date,
and, in the case of partial termination, the portion to be terminated. However, if in the
case of a partial termination, the Grantee determines that the remaining portion of the
award will not accomplish the purpose for which the award was made, the Grantee may
terminate the award in its entirety. Grantee and sub -recipient agree to provide written
notice to the other party thirty (30) days prior to the effective date of any termination,
in whole or part, for convenience.
VII. ADMINISTRATIVE REQUIREMENTS
A. Financial Management
1. Accounting Standards: The Sub -recipient agrees to comply with 24 CFR 84.21-28
and agrees to adhere to the accounting principles and procedures required therein,
utilize adequate internal controls, and maintain necessary source documentation for
all costs incurred.
2. Cost Principles: The Sub -recipient shall administer its program in conformance with
OMB Circulars A-122, "Cost Principles for Non -Profit Organizations," or A-21, "Cost
Principles for Educational Institutions," as applicable. These principles shall be
applied for all costs incurred whether charged on a direct or indirect basis.
B. Documentation and Record Keeping
1. Records to be Maintained: The Sub -recipient shall maintain all records required
by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the
activities to be funded under this Agreement. Such records shall include but not be
limited to:
a. Records providing a full description of each activity undertaken;
b. Records demonstrating that each activity undertaken meets one of the
National Objectives of the CDBG program;
c. Records required to determine the eligibility of activities;
d. Records required to document the acquisition, improvement, use or disposition
of real property acquired or improved with CDBG assistance;
e. Records documenting compliance with the fair housing and equal opportunity
components of the CDBG program;
f. Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; and
g. Other records necessary to document compliance with Subpart K of 24 CFR
Part 570.
2. Retention: The Sub -recipient shall retain all financial records, supporting
documents, statistical records, and all other records pertinent to the Agreement for
a period of four (4) years. The retention period begins on the date of the submission
of the Grantee's annual performance and evaluation report to HUD in which the
activities assisted under the Agreement are reported on for the final time.
Notwithstanding the above, if there is litigation, claims, audits, negotiations or other
actions that involve any of the records cited and that have started before the
expiration of the four-year period, then such records must be retained until
completion of the actions and resolution of all issues, or the expiration of the four-
year period, whichever occurs later.
3. Client Data: The Sub -recipient shall maintain client data demonstrating client
eligibility for services provided. Such data shall include, but not be limited to, client
name, address, income level or other basis for determining eligibility, and
description of service provided. Such information shall be made available to Grantee
monitors or their designees for review upon request.
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4. Disclosure: The Sub -recipient understands that client information collected under
this contract is private and the use or disclosure of such information, when not
directly connected with the administration of the Grantee's or Sub -recipient's
responsibilities with respect to services provided under this contract, is prohibited by
the State and for Federal law unless written consent is obtained from such person
receiving service and, in the case of a minor, that of a responsible parent/guardian.
5. Close-outs: The Sub -recipient's obligation to the Grantee shall not end until all
close-out requirements are completed. Activities during this close-out period shall
include, but are not limited to: making final payments, disposing of program assets
(including the return of all unused materials, equipment, unspent cash advances,
program income balances, and accounts receivable to the Grantee), and determining
the custodianship of records. Not withstanding the foregoing, the terms of this
Agreement shall remain in effect during any period that the Sub -recipient has
control over CDBG funds, including program income.
6. Audits & Inspections: All Sub -recipient records with respect to any matters
covered by this Agreement shall be made available to the Grantee, grantor agency,
and the Comptroller General of the United States or any of their authorized
representatives, at any time during normal business hours, as often as deemed
necessary, to audit, examine, and make excerpts or transcripts of all relevant data.
Any deficiencies noted in audit reports must be fully cleared by the Sub -recipient
within 30 days after receipt by the Sub -recipient. Failure of the Sub -recipient to
comply with the above audit requirements will constitute a violation of this contract
and may result in the withholding of future payments. The Sub -recipient hereby
agrees to have an annual agency audit conducted in accordance with current
Grantee policy concerning sub -recipient audits and OMB Circular A-133.
7. Additional Documentation: Sub -recipient agrees to provide a list of its Board of
Directors, By -Laws, Exhibit C, and any additional documents, as required in Exhibit
"D" and "E," attached and incorporated herein.
C. Reporting and Payment Procedures
1. Program Income: The Sub -recipient shall report quarterly all program income (as
defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds
made available under this contract. The use of program income by the Sub -recipient
shall comply with the requirements set forth at 24 CFR 570.504. By way of further
limitations, the Sub -recipient may use such income during the contract period for
activities permitted under this contract and shall reduce requests for additional funds
by the amount of any such program income 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 Sub -recipient will develop an
indirect cost allocation plan for determining the appropriate Sub -recipient's share of
administrative costs and shall submit such plan to the Grantee for approval, in a
form specified by the Grantee.
3. Payment Procedures: The Grantee will pay to the Sub -recipient funds available
under this Agreement based upon information submitted by the Sub -recipient and
consistent with any approved budget and Grantee policy concerning payments. With
the exception of certain advances, payments will be made for eligible expenses
actually incurred by the Sub -recipient, and not to exceed actual cash requirements.
Payments will be adjusted by the Grantee in accordance with advance fund and
program income balances available in Sub -recipient accounts. In addition, the
Grantee reserves the right to liquidate funds available under this contract for costs
incurred by the Grantee on behalf of the Sub -recipient.
4. Progress Reports: The Sub -recipient shall submit regular Progress Reports to the
Grantee in the form, content, and frequency as required by the Grantee.
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D. Procurement:
1. Compliance: The Sub -recipient shall comply with current Grantee policy
concerning the purchase of equipment and shall maintain inventory records of all
non -expendable personal property as defined by such policy as may be procured
with funds provided herein. All program assets (unexpended program income,
property, equipment, etc.) shall revert to the Grantee upon termination of this
Agreement.
2. OMB Standards: Unless specified otherwise within this agreement, the Sub -
recipient shall procure all materials, property, or services in accordance with the
requirements of 24 CFR 84.40-48.
3. Travel: The Sub -recipient shall obtain written approval from the Grantee for any
travel outside the metropolitan area with funds provided under this Agreement.
E. Use and Reversion of Assets:
The use and disposition of real property and equipment under this Agreement shall be in
compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and
570.504, as applicable, which include but are not limited to the following:
1. The Sub -recipient shall transfer to the Grantee any CDBG funds on hand and any
accounts receivable attributable to the use of funds under this Agreement at the
time of expiration, cancellation, or termination.
2. Real property under the Sub -recipient's control that was acquired or improved, in
whole or in part, with funds under this Agreement in excess of $25,000 shall be used
to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five
(5) years after expiration of this Agreement [or such longer period of time as the
Grantee deems appropriate]. If the Sub -recipient fails to use CDBG-assisted real
property in a manner that meets a CDBG National Objective for the prescribed
period of time, the Sub -recipient shall pay the Grantee an amount equal to the
current fair market value of the property less any portion of the value attributable to
expenditures of non-CDBG funds for acquisition of, or improvement to, the property.
Such payment shall constitute program income to the Grantee. The Sub -recipient
may retain real property acquired or improved under this Agreement after the
expiration of the five-year period [or such longer period of time as the Grantee
deems appropriate].
3. In all cases in which equipment acquired, in whole or in part, with funds under this
Agreement is sold, the proceeds shall be program income (prorated to reflect the
extent to that funds received under this Agreement were used to acquire the
equipment). Equipment not needed by the Sub -recipient for activities under this
Agreement shall be (a) transferred to the Grantee for the CDBG program or (b)
retained after compensating the Grantee [an amount equal to the current fair
market value of the equipment Tess the percentage of non-CDBG funds used to
acquire the equipment].
VIII. RELOCATION, REAL PROPERTY ACQUISITION AND ONE -FOR -ONE HOUSING
REPLACEMENT
The Sub -recipient agrees to comply with (a) the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at
49 CFR Part 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing
the Residential Anti -displacement and Relocation Assistance Plan under section 104(d) of the
HCD Act; and (c) the requirements in 24 CFR 570.606(d) governing optional relocation
policies. [The Grantee may preempt the optional policies.] The Sub -recipient shall provide
relocation assistance to displaced persons as defined by 24 CFR 570.606(b)(2) that are
displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG-
assisted project. The Sub -recipient also agrees to comply with applicable Grantee ordinances,
resolutions and policies concerning the displacement of persons from their residences.
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IX. PERSONNEL & PARTICIPANT CONDITIONS
A. Civil Rights
1. Compliance: The Sub -recipient agrees to comply with local and state civil rights
ordinances here and with Title VI of the Civil Rights Act of 1964 as amended, Title
VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of
Title I of the Housing and Community Development Act of 1974 as amended, Section
504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990,
the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order
11246 as amended by Executive Orders 11375, 11478, 12107 and 12086.
2. Nondiscrimination: The Sub -recipient agrees to comply with the non-
discrimination in employment and contracting opportunities laws, regulations, and
executive orders referenced in 24 CFR 570.607, as revised by Executive Order
13279. The applicable non-discrimination provisions in Section 109 of the HCDA are
still applicable.
4. Land Covenants: This contract is subject to the requirements of Title VI of the
Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard
to the sale, lease, or other transfer of land acquired, cleared or improved with
assistance provided under this contract, the Sub -recipient shall cause or require a
covenant running with the land to be inserted in the deed or lease for such transfer,
prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use
or occupancy of such land, or in any improvements erected or to be erected thereon,
providing that the Grantee and the United States are beneficiaries of and entitled to
enforce such covenants. The Sub -recipient, in undertaking its obligation to carry out
the program assisted hereunder, agrees to take such measures as are necessary to
enforce such covenant, and will not itself so discriminate.
4. Section 504: The Sub -recipient agrees to comply with all Federal regulations
issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29
U.S.C. 794), which prohibits discrimination against the individuals with disabilities or
handicaps in any Federally assisted program. The Grantee shall provide the Sub -
recipient with any guidelines necessary for compliance with that portion of the
regulations in force during the term of this Agreement.
B. Affirmative Action
1. Approved Plan: The Sub -recipient agrees that it shall be committed to carry out
pursuant to the Grantee's specifications an Affirmative Action Program in keeping
with the principles as provided in President's Executive Order 11246 of September
24, 1966. The Grantee shall provide Affirmative Action guidelines to the Sub -
recipient to assist in the formulation of such program. The Sub -recipient shall submit
a plan for an Affirmative Action Program for approval prior to the award of funds,
consistent with the policy in Exhibit "F", attached hereto and incorporated herein.
2. Women- and Minority -Owned Businesses (W/MBE): The Sub -recipient will use
its best efforts to afford small businesses, minority business enterprises, and
women's business enterprises the maximum practicable opportunity to participate in
the performance of this contract. As used in this contract, the terms "small business"
means a business that meets the criteria set forth in section 3(a) of the Small
Business Act, as amended (15 U.S.C. 632), and "minority and women's business
enterprise" means a business at least fifty-one (51) percent owned and controlled by
minority group members or women. For the purpose of this definition, "minority
group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or
Spanish -heritage Americans, Asian -Americans, and American Indians. The Sub -
recipient may rely on written representations by businesses regarding their status as
minority and female business enterprises in lieu of an independent investigation.
3. Access to Records: The Sub -recipient shall furnish and cause each of its own sub -
recipients or subcontractors to furnish all information and reports required
hereunder and will permit access to its books, records and accounts by the Grantee,
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HUD or its agent, or other authorized Federal officials for purposes of investigation
to ascertain compliance with the rules, regulations and provisions stated herein.
4. Notifications: The Sub -recipient will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or
understanding, a notice, to be provided by the agency contracting officer, advising
the labor union or worker's representative of the Sub -recipient's commitments
hereunder, and shall post copies of the notice in conspicuous places available to
employees and applicants for employment.
5. Equal Employment Opportunity and Affirmative Action (EEO/AA)
Statement: The Sub -recipient will, in all solicitations or advertisements for
employees placed by or on behalf of the Sub -recipient, state that it is an Equal
Opportunity or Affirmative Action employer.
6. Subcontract Provisions: The Sub -recipient will include the provisions of
Paragraphs X.A, Civil Rights, and B, Affirmative Action, in every subcontract or
purchase order, specifically or by reference, so that such provisions will be binding
upon each of its own sub -recipients or subcontractors.
C. Employment Restrictions
1. Prohibited Activity: The Sub -recipient is prohibited from using funds provided
herein or personnel employed in the administration of the program for: political
activities; inherently religious activities; lobbying; political patronage; and nepotism
activities.
2. Labor Standards: The Sub -recipient agrees to comply with the requirements of
the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the
provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.)
and all other applicable Federal, state and local laws and regulations pertaining to
labor standards insofar as those acts apply to the performance of this Agreement.
The Sub -recipient agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C.
874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29
CFR Part 5. The Sub -recipient shall maintain documentation that demonstrates
compliance with hour and wage requirements of this part. Such documentation shall
be made available to the Grantee for review upon request.
The Sub -recipient agrees that, except with respect to the rehabilitation or
construction of residential property containing less than eight (8) units, all
contractors engaged under contracts in excess of $2,000.00 for construction,
renovation or repair work financed in whole or in part with assistance provided under
this contract, shall comply with Federal requirements adopted by the Grantee
pertaining to such contracts and with the applicable requirements of the regulations
of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the
payment of wages and ratio of apprentices and trainees to journey workers;
provided that, if wage rates higher than those required under the regulations are
imposed by state or local law, nothing hereunder is intended to relieve the Sub -
recipient of its obligation, if any, to require payment of the higher wage. The Sub -
recipient shall cause or require to be inserted in full, in all such contracts subject to
such regulations, provisions meeting the requirements of this paragraph.
3. "Section 3" Clause
a. Compliance: Compliance with the provisions of Section 3 of the HUD Act of
1968, as amended, and as implemented by the regulations set forth in 24 CFR
135, and all applicable rules and orders issued hereunder prior to the execution
of this contract, shall be a condition of the Federal financial assistance provided
under this contract and binding upon the Grantee, the Sub -recipient and any of.
the Sub -recipient's sub -recipients and subcontractors. Failure to fulfill these
requirements shall subject the Grantee, the Sub -recipient and any of the Sub -
recipient's sub -recipients and subcontractors, their successors and assigns, to
those sanctions specified by the Agreement through which Federal assistance is
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provided. The Sub -recipient certifies and agrees that no contractual or other
disability exists that would prevent compliance with these requirements.
The Sub -recipient further agrees to comply with these "Section 3" requirements
and to include the following language in all subcontracts executed under this
Agreement:
"The work to be performed under this Agreement is a project
assisted under a program providing direct Federal financial
assistance from HUD and is subject to the requirements of Section
3 of the Housing and Urban Development Act of 1968, as
amended (12 U.S.C. 1701). Section 3 requires that to the
greatest extent feasible opportunities for training and
employment be given to low- and very low-income residents of
the project area, and that contracts for work in connection with
the project be awarded to business concerns that provide
economic opportunities for low- and very low-income persons
residing in the metropolitan area in which the project is located."
The Sub -recipient further agrees to ensure that opportunities for training and
employment arising in connection with a housing rehabilitation (including
reduction and abatement of lead -based paint hazards), housing construction, or
other public construction project are given to low- and very low-income persons
residing within the metropolitan area in which the CDBG-funded project is
located; where feasible, priority should be given to low- and very low-income
persons within the service area of the project or the neighborhood in which the
project is located, and to low- and very low-income participants in other HUD
programs; and award contracts for work undertaken in connection with a
housing rehabilitation (including reduction and abatement of lead -based paint
hazards), housing construction, or other public construction project to business
concerns that provide economic opportunities for low- and very low-income
persons residing within the metropolitan area in which the CDBG-funded project
is located; where feasible, priority should be given to business concerns that
provide economic opportunities to low- and very low-income residents within the
service area or the neighborhood in which the project is located, and to low- and
very low-income participants in other HUD programs.
The Sub -recipient certifies and agrees that no contractual or other legal
incapacity exists that would prevent compliance with these requirements.
b. Notifications: The Sub -recipient agrees to send to each labor organization or
representative of workers with which it has a collective bargaining agreement
or other contract or understanding, if any, a notice advising said labor
organization or worker's representative of its commitments under this Section
3 clause and shall post copies of the notice in conspicuous places available to
employees and applicants for employment or training.
c. Subcontracts: The Sub -recipient will include this Section 3 clause in every
subcontract and will take appropriate action pursuant to the subcontract upon
a finding that the subcontractor is in violation of regulations issued by the
grantor agency. The Sub -recipient will not subcontract with any entity where it
has notice or knowledge that the latter has been found in violation of
regulations under 24 CFR Part 135 and will not let any subcontract unless the
entity has first provided it with a preliminary statement of ability to comply
with the requirements of these regulations.
D. Conduct
1. Assignability: The Sub -recipient shall not assign or transfer any interest in this
Agreement without the prior written consent of the Grantee thereto; provided,
however, that claims for money due or to become due to the Sub -recipient from
the Grantee under this contract may be assigned to a bank, trust company, or
other financial institution without such approval. Notice of any such assignment or
transfer shall be furnished promptly to the Grantee.
Subrecipient Agreement
Page 9 of 13
2. Subcontracts:
a. Approvals: The Sub -recipient shall not enter into any subcontracts with any
agency or individual in the performance of this contract without the written
consent of the Grantee prior to the execution of such agreement.
b. Monitoring: The Sub -recipient will monitor all subcontracted services on a
regular basis to assure contract compliance. Results of monitoring efforts shall
be summarized in written reports and supported with documented evidence of
follow-up actions taken to correct areas of noncompliance.
c. Content: The Sub -recipient shall cause all of the provisions of this contract in
its entirety to be included in and made a part of any subcontract executed in
the performance of this Agreement.
d. Selection Process: The Sub -recipient shall undertake to insure that all
subcontracts let in the performance of this Agreement shall be awarded on a
fair and open competition basis in accordance with applicable procurement
requirements. Executed copies of all subcontracts shall be forwarded to the
Grantee along with documentation concerning the selection process.
3. Hatch Act: The Sub -recipient agrees that no funds provided, nor personnel
employed under this Agreement, shall be in any way or to any extent engaged in
the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C.
4. Conflict of Interest: The Sub -recipient agrees to abide by the provisions of 24
CFR 84.42 and 570.611, which include (but are not limited to) the following:
a. The Sub -recipient shall maintain a written code or standards of conduct that
shall govern the performance of its officers, employees or agents engaged in
the award and administration of contracts supported by Federal funds.
b. No employee, officer or agent of the Sub -recipient shall participate in the
selection, or in the award, or administration of, a contract supported by
Federal funds if a conflict of interest, real or apparent, would be involved.
c. No covered persons who exercise or have exercised any functions or
responsibilities with respect to CDBG-assisted activities, or who are in a
position to participate in a decision -making process or gain inside information
with regard to such activities, may obtain a financial interest in any contract,
or have a financial interest in any contract, subcontract, or agreement with
respect to the CDBG-assisted activity, or with respect to the proceeds from the
CDBG-assisted activity, either for themselves or those with whom they have
business or immediate family ties, during their tenure or for a period of one
(1) year thereafter. For purposes of this paragraph, a "covered person"
includes any person who is an employee, agent, consultant, officer, or elected
or appointed official of the Grantee, the Subrecipient, or any designated public
agency.
5. lobbying: The Sub -recipient hereby certifies that:
a. No Federal appropriated funds have been paid or will be paid, by or on
behalf of it, to any person for influencing or attempting to influence an
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 sub -awards at all tiers (including
subcontracts, sub -grants, and contracts under grants, loans, and
cooperative agreements) and that all Sub -recipients shall certify and
disclose accordingly:
d. Lobbying Certification: This certification is a material representation of
fact upon which reliance was placed when this transaction was made or
entered into. Submission of this certification is a prerequisite for making or
entering into this transaction imposed by section 1352, title 31, U.S.C. Any
person who fails to file the required certification shall be subject to a civil
penalty of not Tess than $10,000 and not more than $100,000 for each
such failure.
6. Copyright: If this contract results in any copyrightable material or inventions, the
Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive
and irrevocable license to reproduce, publish or otherwise use and to authorize
others to use, the work or materials for governmental purposes.
7. Religious Activities: The Sub -recipient agrees that funds provided under this
Agreement will not be utilized for inherently religious activities prohibited by 24
CFR 570.200(j), such as worship, religious instruction, or proselytizing.
X. ENVIRONMENTAL CONDITIONS
A. Air and Water: The Sub -recipient agrees to comply with the following requirements
insofar as they apply to the performance of this Agreement:
• Clean Air Act, 42 U.S.C. , 7401, et seq.;
• Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as
amended, 1318 relating to inspection, monitoring, entry, reports, and information, as
well as other requirements specified in said Section 114 and Section 308, and all
regulations and guidelines issued there -under;
• Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as
amended.
B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster
Protection Act of 1973 (42 U.S.C. 4001), the Sub -recipient shall assure that for activities
located in an area identified by the Federal Emergency Management Agency (FEMA) as
having special flood hazards, flood insurance under the National Flood Insurance Program
is obtained and maintained as a condition of financial assistance for acquisition or
construction purposes (including rehabilitation).
C. Lead -Based Paint: The Sub -recipient agrees that any construction or rehabilitation of
residential structures with assistance provided under this Agreement shall be subject to
HUD Lead -Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B.
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 Sub -recipient agrees to comply with the Historic
Preservation requirements set forth in the National Historic Preservation Act of 1966, as
amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory
Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as
they apply to the performance of this agreement.
In general, this requires concurrence from the State Historic Preservation Officer for all
rehabilitation and demolition of historic properties that are fifty years old or older or that are
included on a Federal, state, or local historic property list.
XI. SEVERABILITY
If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be
affected thereby and all other parts of this Agreement shall nevertheless be in full force and
effect.
XII. SECTION HEADINGS AND SUBHEADINGS
The section headings and subheadings contained in this Agreement are included for
convenience only and shall not limit or otherwise affect the terms of this Agreement.
XIII. WAIVER
The Grantee's failure to act with respect to a breach by the 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 Sub -recipient for the use of funds received under this Agreement
and it supersedes all prior or contemporaneous communications and proposals, whether
electronic, oral, or written between the Grantee and the Sub -recipient with respect to this
Agreement.
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 I2 of 13
IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.
City of National City
Ro1T Morrison
Mayor, City of National City
APPROVED AS TO FORM
George Eiser
City Attorney
ATTEST / ai
City lerk
South pay Community - rvices
mbo
xec .fie Director
Subrecipient Agreement
Page 13 of 13
EXHIBIT A
SCOPE OF SERVICES
1. The Program/Project consists of the following activities:
Activity Description
CDBG funds will be used to support 1/3 of a Juvenile Diversion Counselor placed at the
National City Police Department (NCPD), This staff provides a first response system to
National City youth who have had contact with the NCPD and need intervention to
assist them in not only being accountable for their actions but also in acquiring the
knowledge and skills to change their behavior to ensure they will have no further law
enforcement contact. SBCS staff work closely with NCPD officers to bring effective
prevention and intervention to National City youth, the majority of whom are low
income.
2. The following lists the staff and time commitments to be allocated to activity listed above.
Staff Member Name and Title
Hours Allocated
M Fregoso/Youth & Family Development Associate
694 hrs/Yr.
3. Billing Method: Monthly _X Quarterly
4. List the type of supporting documentation to be provided:
Employee Time Sheet, copy of other invoices paid.
5. List the major/key activity milestones:
Major Activity
Milestones
Month
1
2
3
4
5
6
7
8
9
10
11
12
Hire Staff
Program Implementation
Provide Program Services
X
X
X
X
X
X
X
X
X
X
X
X
EXHIBIT B
BUDGET
Agency Name: South Bay Community Services
Activity Name: National City Juvenil Diversion
CDBG
OTHER
TOTAL
Description
BUDGET
RESOURCES
BUDGET
1) Personnel (Direct labor)
Associate Dept Director @ 5%
3,750.00
3,750.00
Diversion Coordinator @ 20%
9,092.00
9,092.00
FT Youth & Family Associate
13,260.00
25,740.00
39,000.00
2) Fringe Benefits
Fringe Benefits @ 25%
3,315.00
9,646.00
12,961.00
3) Travel
4) Supplies and Materials
Supplies
500.00
795.00
1,295.00
Equipment
510.00
990.00
1,500.00
Insurance
663.00
1,929.00
2,592.00
Printing
300.00
900.00
1,200.00
Utilities & Telephone
204.00
396.00
600.00
5) Sub Total for Direct Costs
6) Indirect Costs (Overhead)
TOTAL
$ 18,752
$ 53,238
$ 71,990
EXHIBIT C
BOARD OF DIRECTORS & BYLAWS
To be provided by Subrecipient
BYLAWS OF SOUTH BAY COMMUNITY SERVICES, INC
A California Nonprofit Public Benefit Corporation
ARTICLE 1 GENERAL
Section 1.Name
The name of the corporation is South Bay Community Services, Inc.
(SBCS)
Section 2.General Purposes
The corporation is a nonprofit public benefit corporation organized
under the California Nonprofit Public Benefit Corporation Law for
charitable purposes and is not organized for the private gain of
any person.
Section 3.Principal Office
The principal office for the transaction of the activities and
affairs of the corporation (principal office) is located at 315
Fourth Avenue, Suite E, Chula Vista, California 91910, in San Diego
County, California. The board of directors (Board) may change the
principal office from one location to another. Any change of the
location of the principal office shall be noted by the secretary on
these bylaws opposite this section, or this section may be amended
to state the new location. The board may at any time establish
branch or subordinate offices at any place or places where the
corporation is qualified to conduct its activities.
ARTICLE 2 MEMBERS
The corporation shall have no members.
ARTICLE 3 DIRECTORS
Section 1.Powers
(a) General Corporate Powers
Subject to the provisions and limitations of the California
Nonprofit Public Benefit Corporation Law and any other applicable
laws, and subject to any limitations of the articles of
incorporation, the corporation's activities and affairs shall be
managed, and all corporate powers shall be exercised, by or under
the direction of the board.
1
(b) Specific Powers
Without prejudice to the general powers set forth in Section 1 (a)
of this Article of these Bylaws, but subject to the same
limitations, the Directors shall have the power to:
1. Appoint and remove, at the pleasure of the board, all
the corporations officers, agents, and employees;
prescribed powers and duties for them that are
consistent with law, with the articles of incorporation,
and with these bylaws; and fix their compensation and
require from therm security for faithful performance of
their duties.
2. Change the principal office where the principal business
office in California from one location to another; cause
the corporation to be qualified to conduct its
activitiesin any other state, territory, dependency, or
country and conduct its activities within or outside
California; and designate any place within or outside
California for holding any meeting with members.
3. Adopt and use a corporate seal; prescribe the forms of
membership certificates; and alter the forms of seal and
certificates.
4. Borrow money and incur indebtedness on behalf of the
corporation and cause to be executed and delivered for
the corporations purposes, in the corporate name,
promissory notes, bonds, debentures, deeds of trusts,
mortgages, pledges, hypaothecitinos, and other evidence
of debt and securities.
Section 2.Number and Qualifications
The number of Directors shall be fifteen.
At lease one-third of the governing board's membership shall be
residents of low-income neighborhoods, other low-income residents
of our target area, or elected representatives of low-income
neighborhood organizations.
Section 3.Restriction Regarding Interested Directors
A. No more than 49% of the persons serving on the board may be
interested persons. An interested person is any person compensated
by the corporation for services rendered to it within the previous
12 months, whether as a full time or part time employee,
independent contractor, or otherwise, excluding any reasonable
compensation paid to a director as directors;
2
B. Any brother, sister, ancestor, descendent, or spouse, brother-
in-law, sister-in-law, son-in-law, daughter-in-law or father-in-law
of such person. However, any violation of the provisions of this
paragraph will not effect the validity or enforceability of any
transaction entered into the corporation.
Section 4.Election and Term of Office
The Board of Directors shall be elected at the annual meeting of
the corporation. Regular terms of the directors shall be two
years. Each Director may serve no more than three (3) consecutive
terms of two (2) years each, in addition to any initial partial
term served prior to his or her election at an annual meeting, if
such partial term is less than one year in duration. Time spent as
an officer of the corporation shall be included as part of the
three consecutive 2 year terms, in order to provide for the orderly
maintenance of experienced officer leadership. Former Directors
may be reelected to the Board of Directors after a one year
absence.
If any such directors are not elected at ant annual meeting, they
may be elected at any regular board meeting held for that purpose
or by written ballot. Each such director, including a director to
fill a vacancy or elected at a regular meeting shall hold office
until expiration of the term for which elected and until a
successor has been elected and qualified.
Section 5.Vacancies
(a) Events Causing Vacancy
A vacancy or vacancies on the Board shall exist on the occurrence
of the following: (a) the death or resignation of any Director; (b)
the declaration by resolution of the Board of a vacancy in the
office of a Director who has been declared of unsound mind by an
order of court, convicted of a felony, or found by final order or
judgement of any court to have breached a duty under Article 3 of
Chapter 2 of the California Nonprofit Benefit Corporation Law; (c)
the vote of a majority of all members to remove any Director; (d)
the failure of the Board members at any meeting at which any
Director or Directors are to be elected, to elect the number of
Directors to be elected at such meeting; (e) the increase of the
authorized number of directors.
(b) Resignations
Except as provided below, any Director may resign by giving written
notice to the Chairperson of the Board, if any or to the secretary
of the board. The resignation shall be effective when the notice
is given unless it specifies a later time for the resignation to
become effective. If a director's resignation is effective at a
later time, the Board may elect a successor to take office as of
the date when the resignation becomes effective. Except on notice
3
to the Attorney General of California, no Director may resign if
the corporation would be left without a duly elected Director of
Directors.
(c) Filling Vacancies
Vacancies in the Board of Directors shall be filled by a vote of
the majority of the remaining Directors to complete the unfilled
term.
These vacancies may be filled by a majority of the directors that
are in office whether or not they constitute less than a quorum by
a sole remaining director. No reduction of the authorized number
of directors shall have the effect of removing the director before
that directors time of office expires.
Section 6. Directors Meetings
(a) Regular Meetings
Meetings shall be held monthly at a consistent time and place to be
set by board action.
Any meeting may be held by conference, telephone or similar
communication equipment, as long as all directors participating in
the meeting can hear one another. All such directors shall be
deemed to be present in person at such a meeting.
(b) Annual Meetings
•
Immediately after each annual meeting, the Board shall hold a.
regular meeting for purposes of organization, election of officers,
and transaction of other business. Notice of this meeting is not
required.
(c) Special Meetings
Special meetings of the Board for any purpose may be called at any
time by the chairperson of the Board, if any, the Vice President,
Treasurer or the Secretary or any two Directors.
Notice of the time and place of special meetings shall be given to
each Director by one of the following methods: (1) personal
delivery of written notice; (2) by first-class mail, postage
prepaid; (3) by telephone, either directly to the Director or to a
person at the director's home or office who would reasonably, be
expected to communicate that notice promptly to the Director; or
(4) by telegram, charges prepaid. All such notices shall be given
or sent to the Director's address or telephone number as shown on
the records of the corporation.
4
Notices sent by first-class mail shall be deposited in the United
States mail at least four days before the time set for the meeting.
Notices given by personal delivery, telephone, or telegraph shall
be delivered , telephoned, or given to the telegraph company at
least 48 hours before the time set for the meeting. The notice
shall state the time of the meeting, and the place if the place is
other than the principal office of the corporation, but need not
specify the purpose of the meeting.
(d) Waiver of Notice
Notice of a meeting need not be given to any Director who, either
before or after the meeting, signs a waiver of notice, a written
consent to the holding of the meeting, or an approval of the
minutes of the meeting. The waiver of notice or consent need not
specify the purpose of the meeting. All such waivers, consents,
and approvals shall be filed with the corporate records or made a
part of the minutes of the meetings. Notice of a meeting need not
be given to any Director who attends the meeting and does not
protest, before or at the commencement of the meeting, the lack of
notice to him or her.
(e) Quorum
A majority of the duly elected number of directors shall constitute
a quorum for the transaction of business, except to adjourn. :Every
action taken or decision made by a majority of the directors
present at a duly held meeting at which a quorum is present shall
be the 'act of the board, subject -to the more stringent of -the
California Non -Profit Benefit Corporation Law, including, without
limitation, those provisions relating to:
A. Approval of contracts or transactions in which a director has
a direct or indirect material interest,
B. Approval of certain transactions between corporations having
common directorships, -
C. Creation of appointments to committees of a board,
D. Indemnification of directors. A meeting at which a quorum is
initially present may continue to transact business, despite
the withdrawal of directors, if any action taken or decision
made is approved by at least a majority of required quorum for
that meeting.
The majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice
of the time and place holding an adjourned meeting need not be
given unless the original meeting is adjourned for more than 24
hours. If the original meeting is adjourned for more than 24
hours, notice of any adjournment to another time and place shall be
5
given, before the time of the adjourned meeting, to the directors
who are not present at the time of adjournment.
(f) Majority Action of a Board Action
A simple majority (one half plus one) of those members present at
a regularly constituted meeting of the Board of Directors shall
constitute an act of the Board of Directors provided there is a
quorum.
Section 7. Actions Without a Meeting
Any action that the Board is required or permitted to take may be
taken without a meeting if all members of the Board consent in
writing to the action; provided, however, that the consent of any
Director who has a material financial interest in a transaction to
which the corporation is a party and who is an "interested
director" as defined in Section 5233 of the California Corporations
Code shall not be required for approval of that transaction. Such
action by written consent shall have the same force and effect as
any other validly approved action of the Board. All such consents
shall be filed with the minutes of the proceedings of the board.
Section 8. Reimbursement and Compensation
Directors may receive such reimbursement of expenses, as the board
may determine by resolution to be just and reasonable as to the
corporation at the time that the resolution is adopted. Directors
shallreceiveno compensation for their services as directors or
officers.
ARTICLE 4 COMMITTEES
Section 1. Committees of the Board
The board, by resolution adopted by the majority of the directors
then in office, provided a quorum is present, may create one or
more committees, each consisting of two or more Directors and no
persons who are not Directors, to serve at the pleasure of the
board. Appointments to committees of the board _shall be by
majority vote of a quorum of the board. The board may appoint one
or more Directors as alternate members of any such committee, who
may replace any absent member at any meeting. Any such committee,
to the extent provided in the board resolution, shall have all the
authority of the Board, except that no committee, regardless of
board resolution, may:
1. Take any final action on any manner that, under
California Nonprofit Public Benefit Corporation Law, also
requires approval of the members of approval of a
majority of all members;
2. Fill vacancies on the board or on any committee that has
the authority of the board;
3. Fix compensation of the Directors for serving on the
board or any committee;
4. Amend or repeal*Bylaws or adopt new Bylaws;
5. Amend or repeal any resolution of the board that by its
express terms is not so amendable or repealable;
6. Create any other committees of the board or appoint the
members of committees of the board;
7. Expend corporate funds to support a nominee for Director
after more people have been nominated for Directors than
can be elected: or
8. Approve any contract or transaction to which the
corporation is a party and in which one or more of its
Directors has a material financial interest, except as a
special approval is provided for in Section 5233(d)(3) of
the California Corporations Code.
If any committee is to have Non -Director members it is not a
committee of the board and it should be. labeled an advisory
committee.
Section 2. Meetings and Actions of Committees
Meetings and actions of committees of the Board shall be governed
by, held, and taken in accordance with the provisions of these
Bylaws concerning meetings.and other board actions, except that the
time for regular meetings of such committees and the calling of
special meetings of such committees may be .determined either by
board resolution or, if there is none, by resolution of the
committee of the board. Minutes of each meeting of any committee
of the board shall be kept and shall be filed with the corporate
records. The Board may adopt rules for the government of any
committee, provided they are consistent with these Bylaws or, in
the absence of rules adopted by the board, the committee may adopt
such rules.
Section 3. Trustees
There shall be a committee of the Board designated as the
fundraising committee. Members of this committee shall be
designated as "Trustees". The purpose of the committee is to raise
money for the corporation. Membership on this committee requires
an annual leadership gift in an amount to be fixed by a resolution
of the board. Members of this committee are not required to attend
board meetings, but shall have all other rights and
7
responsibilities of board membership. The number of members of
this committee shall be fixed by board resolution.
ARTICLE 5 OFFICERS
Section 1. Designation
The principal officers of the corporation shall be the Chairperson,
one or more Vice -Chairpersons, a Secretary and a Treasurer who
shall be the chief financial officer, all of whom shall be elected
by the Board of Directors. No two offices except those of
Secretary and Treasurer, may be held by the same person.
Section 2. Election of Officers
The officers of the corporation shall be chosen annually by the
board of directors and shall serve at the pleasure of the board
subject to the rights of any officer under any contract of
employment. Unless the board otherwise decides, the officers shall
serve for a term of one year and until their successors are
elected. Any vacancies occurring in offices shall be filled by the
board of directors. The board of directors shall appoint such
temporary or acting officers as may be 'necessary during the
temporary absence or disability or regular officers. -The board may
appoint and may authorize the chairman of the board the executive
director or other officer to appoint any other officers that the
corporation may require. Each officer so appointed shall have the
title, hold office for the period, have the authority,and perform
the duties specified on the bylaws or determined by the board.
Section 3. Removal
Upon an affirmative vote of a majority of the sustaining members of
the Board of. Directors, any officer my be removed, with cause, and
his/her successor elected at any regular meeting of the Board of
Directors or at any special meeting called for such purposes.
Without prejudice to any rights of an officer under any contract of
employment, any officer may be removed with or without cause by the
board and also, if the officer was not chosen by the board, by any
officer on whom the board may confer that power of removal.
Any officer may resign at any time by giving written notice to the
corporation. The resignation shall take effect as of the date the
notice is received or at any later time specified in the notice
and, unless otherwise specified in the notice, the resignation need
not be accepted to be effective. Any resignation shall be without
prejudice to the rights, if any, to the corporation under any
contract which the office is a party.
A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner
8
prescribed in these bylaws for regular appointments to that office,
provided however, that vacancies need not be filled on an annual
basis.
Section 4. Responsibilities of Officers
(a) Chairperson
The Chairperson shall be the principal executive officer of the
corporation and shall in general supervise and control all of the
business and affairs of the corporation. He/She shall preside at
all meetings of the members and of the Board of Directors. He/She
may sign, with the secretary or any other proper officer of the
corporation authorized by the Board of Directors, any deeds,
mortgages, bonds, contracts, or other instruments which the Board
of Directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by
the Board of Directors or by the By -Laws or by statute to some
other officer or agent of the corporation; and in general he shall
perform all duties incident to the office of Chairperson and such
other duties as may be prescribed by the Board of Directors from
time to time.
(b) Vice -Chairperson
In the absence or disability of the Chairperson, the :Vice-.
Chairperson shall perform the duties and exercise the powers of the
Chairperson. The Vice -Chairperson shall also perform such other
duties as shall be prescribed by the Board -of Directors.
(c) Secretary
The secretary shall keeporcaused to be kept, at the corporations
principaloffice or such other places the board may direct, a book
of minutes of all meetings, proceedings, and actions of the board,
of committees of the board, and of members meetings. The minutes
of meetings shall include the time and place that the meeting was
held, whether the meeting was annual, regular or special and if
special, how authorized, the notice given, the names of those
present and board and committee meetings, and the number of members
present or represented at members meetings. The secretary shall_
keep her costs to be kept at the principal office in California, a
copy of the articles of incorporation and bylaws as amended to
date.
The secretary shall keep or cause to be kept at the corporations
principal office or a place determined by resolution of the board,
or record of the corporations members showing each members name,
address, class of membership.
The secretary shall give, or cause to be given, notice of all
meetings of members, of the board and of committees of the board
9
required by these bylaws to be given. The secretary shall keep the
corporate seal in safe custody and such other powers and perform
such other duties as the board or the bylaws been prescribed.
(e) Treasurer
The Treasurer shall have custody of the Corporate funds and
securities, and shall insure the full and accurate account of all
receipts and disbursements in books belonging to the Corporation
and shall insure the deposit of all moneys and other valuable
effects in the name of and to the credit of the Corporation is such
depositories as may be designated by the Board of Directors.
He/She shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements and shall render an account of all his/her
transactions as Treasurer and of the financial condition of the
Corporation whenever called upon to do so.
The treasurer shall act as chief financial officer. The treasurer
shall send or cause to be given to the members and directors such
financial statements and reports as are required to be given by
law, by these bylaws, or by the board. The books of account shall
be opened to inspection to any director at all reasonable times.
ARTICLE 6 CORPORATE SEAL
Section 1
The Board of Directors -shall provide a suitable corporate seal
containing the name of the Corporation, which seal shall be in
charge of the Secretary. If so directed by the Board of Directors,
a duplicate of the seal may be kept and used by the Treasurer.
ARTICLE 7 FISCAL MANAGEMENT
Section 1. Fiscal Year
The fiscal year of the Corporation shall begin on the first day of
July of every year, except that the first fiscal year_of the
Corporation shall begin at the date of incorporation. The
commencement date of the fiscal year herein established shall be
subject to change by the Board of Directors with the prior written
approval of the Government.
Section 2. Execution of Corporate Documents
With the prior authorization of the Board of Directors, all notes
and contracts shall be executed on behalf of the Corporation by
either the Chairperson or Vice -Chairperson or the Executive
Director.
10
ARTICLE 8 RECORDS
Section 1. Keeping of Records
The Corporation shall keep adequate and correct records of account
and minutes of the proceedings of Board and committees of the
Board. The minutes shall be kept in written form. Other books and
records shall be kept in either written form or in any other form
capable of being converted to written form.
Section 2. Annual Report
The Board shall cause an annual report to be released no later than
one hundred and fifty (150) days after the close of the
Corporation's fiscal year. The report shall contain all the
information required by Section 6321 (a) of the Corporations Code
and 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. The annual report shall be furnished to all
Directors.
Article 9 - Indemnification
Section 1, Right of Indemnity. To the fullest extent permitted by
law this corporation shall indemnify its directors, officers,
employees and other persons described in Section 5238A of the
California Corporations Code, including persons formerly occupying
any such position, against all _expenses, judgments,_ fines,
settlements, otheramounts actually and reasonably incurred by them
in connection of any proceedings. That term is used in that
section and .including an action by or in the right of the
corporation, by reasonof the fact that the person is or was a
person described in that section. (Expenses) as used in this
bylaw, shall have the same meaning as in Section 5238A of the
California Corporations Code.
Section 2 - Approval of Indemnity
I have written request of the board by any .person seeking.
indemnification under 5238B or Section 5238C of the California
Corporations Code, the board shall promptly determineunder Section
5238E of the California Corporations Code whether the applicable
standard of conduct set forth in Section 5238B or Section 5238C has
been met, and if so, the board shall authorize indemnification. If
the board cannot authorize indemnification because the number of
directors who are parties to the proceeding with respect to which
indemnification is sought prevents the formation of a quorum of
directors who are not parties to that proceeding shall promptly
call a meeting of members. At that meeting, the members shall
determine under Section 5238E at the California Corporations Code
11
whether the applicable standard of conduct set forth in Section
5238E or Section 5238C has been met, and if so, the members that.
are present at the meeting and person or by proxy shall authorize
indemnification.
Section 3 - Advancement of Expenses
To the fullest extent permitted by law and accepted as otherwise
determined by the board in a specific instance, expenses incurred
by a person seeking indemnification under these bylaws and
defending any proceeding covered by those sections shall be
advanced by the corporation before final disposition of the
proceeding, and receivedby the corporation of undertaking by on
behalf of that person that the advance would be repaid unless it is
ultimately determined that the person is entitled to be indemnified
by the corporation for those expenses.
Section 4 - Insurance
The corporation shall have the right to purchase and obtain
insurance to the fullest extent permitted by law on behalf of its
officers, directors, employees and other agents, against any
liability asserted against or incurred by any officer, director,
employee or agent in such capacity or arising out of the officers,
directors, employees, or agents status as such.
Certificate of Secretary - I certified that I am the duly elected
and acting secretary of Southbay Community Services, in California,
a non-profit public corporation, that the above bylaws consisting
of / , pages are the bylaws of this.,corporation is
adopted by the board of directors on 1/".a0-1`r'41 .--They have not,
been amended or modified since that date. Executed on ll -,0- 91 at
Chula Vista, California.
12
Leadership : South Bay Community Services (SBCS) : Our mission is to provide children... Page 1 of 1
The SBCS Board of Directors:
Maria (inasls
American Ir;>titutc, for Resear,h
:Adolfo Gonzales, IId.11.
Dice Cir....
National (...ty Police Department
I)ave I3cjarano
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Pres1detn ial Sccur,:v Service, - Pre,iden;
P'•r:ncr Chid of Salt Diego Po!i c I.)chartni nt
Nancy Kerwin
S cove. t r'
(-hula Vista 1 hmcrnarvSchool I)istrkl
Captain Don hunter
P.ut ( az'
Chula Vista Police Department
Sue hclnurntr
San I)icp• I):uii i •an,cry
George Cameron. I-.d.t).
National City Schec,i Dad r..t
Michael Care,
G,,mrunit•: A:ie� i.ati
I cticia (.a,tro
Fount. r client
Ing Jaciconi
Co/;tm:uair Advocate
Alan Kaestncr
Conuuunit: Advocate
Charles Moore
Pacific \\a,tc Services
['ran Nluneev
I'he (.tlle.v at the \?arina, t.)c: nc r
John Nelson
Chula Vasa 1 lcmentar•. School Di.tri.r
http://www.southbaycommunityservices.org/leadership.php 9/16/2008
EXIBIT D
TECHNICAL ASSISTANCE MATERIALS
The Sub -recipient attended the Community Development Block Grant (CDBG)
Technical Assistance Non -Profit Workshop held on June 28, 2007, and received the
following items:
1. Playing by the Rules, A Handbook for CDBG Sub -recipients on Administrative
Systems (if not previously provided)
2. CFR Title 24- Housing and Urban Development, CDBG Regulations (if not
previously provided)
3. OMB A-122
4. Quarterly/Annual Performance Reporting Form (updated format)
5. Compliance and Performing Monitoring Tool
6. Expenditure Reimbursement Claim Form (updated format)
7. Qualifying Beneficiary Intake Data Form (updated format)
The workshop and reference documents will assist the Sub -recipient with new U.S
Department of Housing and Urban Development and City of National City reporting
requirements.
EXHIBIT E
AFFIRMATIVE ACTION POLICY
1. Provision of Program Services
a. SUB -RECIPIENT shall not, on the grounds of race, religion, color, national origin,
sex, sexual preference, or handicap, exclude any person from participation in,
deny any person the benefits of, or subject any person to discrimination under
any program or activity funded in whole or in part with CDBG funds.
b. SUB -RECIPIENT shall not under any program or activity funded in whole or in
part with CDBG funds, on the grounds of race, religion, color, national origin,
sex, sexual preference, or handicap:
1) Deny any facilities, services, financial aid or other benefits
provided under the program or activity; or
2) Provide any facilities, services, financial aid, or other benefits
which are different or are provided in a different form from that
provided to others under the program or activity; or
3) Subject to segregated or separate treatment in any facility in, or
in any matter of process related to receipt of any service or
benefit under the program or activity; or
4) Restrict in any way access to, or in the enjoyment of any
advantage or privilege enjoyed by others in connection with
facilities, services, financial aid, or other benefits under the
program or activity; or
5) Treat an individual differently from others in determining whether
the individual satisfies any admission, enrollment, eligibility,
membership, or other requirement or condition which the
individual must meet in order to be provided any facilities,
services, or other benefits provided under the program or
activity; or
6) Deny any opportunity to participate in a program or activity as an
employee.
c. SUB -RECIPIENT may not utilize criteria or methods of administration which have
the effect of subjecting individuals to discrimination on the basis of race,
religion, color, national origin, sex, sexual preference, or handicap, or have the
effect of defeating or substantially impairing accomplishment of the objectives of
the program or activity with respect to individuals of a particular race, religion,
color, national origin, sex, sexual preference or handicap.
d. SUB -RECIPIENT, in determining the site or location of housing or facilities
provided in whole or in part with CDBG funds, may not make selections of such
site or location which have the effect of excluding individuals from, denying
them the benefits of, or subjecting them to discrimination on the grounds of
race, color, national origin, or sex, or which have the purpose or effect of
defeating or substantially impairing the accomplishment of the objectives of the
Civil Rights Act of 1964 and amendments thereto:
e. In administering a program or activity funded in whole or in part with CDBG
funds regarding which the SUB -RECIPIENT has previously discriminated against
persons on the grounds of race, religion, color, national origin, sex, sexual
preference or handicap, the SUB -RECIPIENT must take affirmative action to
overcome the effects of prior discrimination.
f. Even in the absence of such prior discrimination, a SUB -RECIPIENT in
administering a program or activity funded in whole or in part with CDBG funds
should take affirmative action to overcome the effects of conditions which would
otherwise result in limiting participation by persons of a particular race, color,
national origin, or sex. Where previous discriminatory practice or usage tends,
on the grounds of race, religion, color, national origin, sex, sexual preference, or
handicap, to exclude individuals from participation in, to deny them the benefits
of, or to subject them to discrimination under any program or activity to which
CDBG funding applies, the SUB -RECIPIENT has an obligation to take reasonable
action to remove or overcome the consequences of the prior discriminatory
practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964.
g.
A SUB -RECIPIENT shall not be prohibited by this part from taking any eligible
action to ameliorate an imbalance in services or facilities provided to any
geographic area or specific group of persons within its jurisdiction where the
purpose of such action is to overcome prior discriminatory practice or usage.
h. Notwithstanding anything to the contrary in Sections J. 1. (a. through h.),
nothing contained herein shall be construed to prohibit any SUB -RECIPIENT
from maintaining or constructing separate living facilities or rest -room facilities
for the different sexes. Furthermore, selectivity on the basis of sex is not
prohibited when institutional or custodial services can properly be performed
only by a member of the same sex as the recipients of the services.
2. Employment Discrimination
a. SUB -RECIPIENT shall not discriminate against any employee or application for
employment because of race, color, religion, sex, national origin, age, or
handicap. SUB -RECIPIENT shall take affirmative action to insure that applicants
are employed, and that employees are treated during employment, without
regard to their race, color, religion, sex, national origin, age, or handicap. Such
action shall include, but not be limited to, the following: employment,
upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff
or termination, rate -of -pay or other forms of compensation and selection for
training including apprenticeship. SUB -RECIPIENT agrees to post in conspicuous
places, available to employees and applicants for employment, notices setting
forth the provisions of this non-discrimination clause.
b. SUB -RECIPIENT shall, in all solicitations or advertisements for employees placed
by or on behalf of SUB -RECIPIENT, state that all qualified applications will
receive consideration for employment without regard to race, color, religion,
sex, national origin, age, or handicap.
c. SUB -RECIPIENT shall send to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or
understanding, a notice to be provided by the CDC's contracting officers,
advising the labor union or workers' representative of SUB -RECIPIENT'S
commitments under Section 202 of Executive Order No. 11246 of September
24, 1965, and shall post copies of the notices in conspicuous places available to
employees and applicants for employment.
d. SUB -RECIPIENT shall comply with all provisions of Executive Order 11246 of
September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor..
e. SUB -RECIPIENT shall furnish to the CDC all information and reports required by
Executive Order No. 11246 of September 24, 1965, and by the related rules,
regulations, and orders.
f. In the event of SUB -RECIPIENT'S failure to comply with any rules, regulations,
or orders required to be complied with pursuant to this Agreement, the CDC
may cancel, terminate, or suspend in whole or in part its performance and SUB -
RECIPIENT may be declared ineligible for further government contracts in
accordance with procedures authorized in Executive Order No. 11246 of
September 24, 1965, and such other sanctions as may be imposed and
remedies invoked as provided in Executive Order No. 11246 of September 24,
1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
g•
SUB -RECIPIENT shall include the provisions of Section II. J. 2. (a. through f.),
"Affirmative Action Policy," paragraphs (1) through (6) in every subcontract or
purchase order unless exempted by rules, regulations, or order of the Secretary
of Labor issued pursuant to Section 204 of Executive Order No. 11246 of
September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. SUB -RECIPIENT shall take such action with respect to
any subcontract or purchase order as the CDC may direct as a means of
enforcing such provisions including sanctions for non-compliance; provided,
however, that in the event SUB -RECIPIENT becomes involved in, or is
threatened with, litigation with a subcontractor or vendor as a result of such
direction by the CDC, SUB -RECIPIENT may request the United States to enter
into such litigation to protect the interests of the United States.
h. SUB -RECIPIENT shall not discriminate on the basis of age in violation of any
provision of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with
respect to any otherwise qualified handicapped individual as provided in Section
504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). SUB -RECIPIENT shall
also provide ready access to and use of all CDBG fund -assisted buildings to
physically handicapped persons in compliance with the standards established in
the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.).
3. Remedies: In the event of SUB -RECIPIENT'S failure to comply with any rules,
regulations, or orders required to be complied with pursuant to this Agreement, the
CDC may cancel, terminate, or suspend in whole or in part its performance and SUB -
RECIPIENT may be declared ineligible for further government contracts and any such
other sanctions as may be imposed and remedies invoked as provided by law.
RESOLUTION 2008 — 79
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF NATIONAL CITY
APPROVING THE 2008/09 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 and 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 December 22, 2007, February 1, 2008, and April 6, 2008, and
WHEREAS, the Annual Action Plan addresses the housing and community
development needs assessed in the Five -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 2008/09 (July 1, 2008 — June 30, 2009) 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 2008/09 Annual Action Plan for the CDBG and HOME funds are approved,
and the Mayor is hereby authorized, on behalf of the City Council, to submit the 2008/09 Annual
Plan for the expenditure of said funds to the U.S. Department of Housing and Urban
Development (HUD).
PASSED and ADOPTED this 6th day of May, 2
Ron Morrison, Mayor
ATTEST:
a,/Mifal,d4/1
el Dalla, City Clerk
APPROVED AS TO FORM:
ray
George H. Eiser, III
City Attorney
Passed and adopted by the Council of the City of National City, Califomia, on May 6,
2008 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
MICHAEL R. DALLA
City Clerk of the City of National City, California
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2008-79 of the City of National City, California, passed and adopted
by the Council of said City on May 6, 2008.
City City, California
Cork of the City of tional
By:
Deputy
`-10fo-\-,`.�
City of National City, California
COUNCIL AGENDA STATEMENT
MEETING DATE May 6, 2008 AGENDA ITEM NO.
26
(I-TEM TITLE RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
APPROVING THE FISCAL YEAR (FY) 2008-2009 ANNUAL ACTION PLAN FOR THE COMMUNITY
DEVELOPMENT BLOCK GRANT (CDBG) AND HOME INVESTMENT PARTNERSHIP ACT (HOME)
PROGRAMS
04- N
PREPARED BY Rosemary Toscano DEPARTMENT City Manager's Office
(Ext. 4391)
EXPLANATION
Upon the conclusion of Public Hearing #4, the City Council will consider the adoption of the attached
resolution approving the FY 2008-2009 Annual Action Plan.
The Annual Action Plan (AAP) addresses the housing and community development needs assessed in
the City's 5-Year Consolidated Plan for FY's 2005-06 through 2009-10, adopted by the City Council in
May 2005. The AAP includes a listing of all proposed projects/activities to be undertaken in FY 2008-
2009 (July 1, 2008 - June 30, 2009) utilizing CDBG and HOME program funding.
Environmental Review Ni N/A
Financial Statement Approved By:
Finance Director
The estimated amount of funding available for FY 2008-2009 for each program is as follows:
➢ Community Development Block Grant - $1,092,595
Account No.
Home Investment Partnership Program - $574,466
STAFF RECOMMENDATION
Adopt attached resolution.
BOARD / COMMISSION RECOMMENDATION
Not applicable to this report.
ATTACHMENTS ( Listed Below) Resolution No. 'd o o 9) - 9 9
Attachment 1: Summary of FY 2008-2009 CDBG and HOME Program Funding Recommendations
Resolution
A-200 (9/99)
City of National City
Office of the City Clerk
1243 National City Boulevard, National City, CA 91950-4397
Michael R. Dalla, CMC - City Clerk
(619) 336-4228 Fax: (619) 336-4229
December 1, 2008
Ms. Kathryn Lembo
South Bay Community Services
1124 Bay Blvd., Suite D
Chula Vista, CA 91911
Dear Ms. Lembo,
On November 26th, 2008 an Agreement was entered between the City of
National City and South Bay Community Services.
We are enclosing for your records a fully executed original agreement.
Sincerely,
Michael R. Dalla, CMC
City Clerk
Enclosure
cc: Housing & Grants Department
® Recycled Paper