HomeMy WebLinkAbout2009 CON South Bay Community Services - CDBG 09-10SUBRECIPIENT AGREEMENT
By and Between the
City of National City and South Bay Community Services
for the
National City Police Department Juvenile Diversion Program
THIS AGREEMENT, entered this aetN day of oc<o6ER , 2009 by and between the
City of National City (herein called the "Grantee") and South Bay Community Services (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, The
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 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 this Agreement will meet
the National Objective of benefiting low- and moderate -income persons.
C. Levels of Accomplishment — Goals and Performance Measures: The levels of
accomplishment may include such measures as units rehabilitated, persons or households
assisted, or meals served, and should include periods for performance. Refer to Exhibit A
for levels of program services.
D. Staffing: Subrecipient shall be responsible for staff and time to be allocated to each
activity, as set forth in Exhibit A, attached hereto and incorporated herein.
E. Performance Monitoring: The Grantee will monitor the performance of the Subrecipient
against goals and performance standards as stated above. Substandard performance as
determined by the Grantee will constitute noncompliance with this Agreement. If action to
correct such substandard performance is not taken by the Subrecipient within a
reasonable period of time after being notified by the Grantee, contract suspension or
termination procedures will be initiated.
II. TIME OF PERFORMANCE
Services of the Subrecipient shall start on the 1st day of July, 2009 and end on the 30th day of
June of 2010 in the case of Public Services and in the case of Capital Improvements end on
June 30, 2011. The term of this Agreement and the provisions herein shall be extended to
cover any additional time period during which the Subrecipient remains in control of CDBG
funds or other CDBG assets, including program income.
III. BUDGET
Any indirect costs charged must be consistent with the conditions of Paragraph VII (C)(2) of
this Agreement. Subrecipient shall adhere to the budget breakdown, attached as Exhibit B
and incorporated herein. Both the Grantee and the Subrecipient must approve any
amendments to the budget in writing.
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IV. PAYMENT
It is expressly agreed and understood that the total amount to be paid by the Grantee under
this Agreement shall not exceed Ten Thousand Dollars ($10,000.00.) Drawdowns for the
payment of eligible expenses shall be made against the line item budgets specified in
Paragraph III herein and in accordance with performance. Expenses for general administration
shall also be paid against the line item budgets specified in Paragraph III and in accordance
with performance.
Payments may be contingent upon certification of the Subrecipient's financial management
system in accordance with the standards specified in 24 CFR 84.21.
V. NOTICES
Notices required by this Agreement shall be in writing and delivered via mail (postage
prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic
means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or
sending. All notices and other written communications under this Agreement shall be
addressed to the individuals in the capacities indicated below, unless otherwise modified by
subsequent written notice.
Communication and details concerning this contract shall be directed to the following contract
representatives:
Grantee
Subrecipient '-
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 ext 120
Email:
1 caguirre@nationalcityca.gov
Email:
klembo@csbcs.org
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.
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D. Workers' Compensation: The Subrecipient shall comply with all of the provisions of
the Workers' Compensation Insurance and Safety Acts of the State of California, the
applicable provisions of Division 4 and 5 of the California Government Code and all
amendments thereto; and all similar state or Federal acts or laws applicable; and shall
indemnify, and hold harmless the Grantee and its elected officials, officers, and
employees from and against all claims, demands, payments, suits, actions, proceedings
and judgments of every nature and description, including reasonable attorney's fees and
defense costs presented, brought or recovered against the Grantee or its elected
officials, officers, employees, or volunteers, for or on account of any liability under any
of said acts which may be incurred by reason of any work to be performed by the
Grantee under this Agreement.
Insurance & Bonding: The Subrecipient, at its sole cost and expense, shall purchase
and maintain, and shall require its subcontractors when applicable, to purchase and
maintain throughout the term of this agreement, the following insurance policies
attached as Exhibit F:
❑ 1. If checked, Professional Liability Insurance (errors and omissions) with
minimum limits of $1,000,000 per occurrence.
2. Automobile insurance covering all bodily injury and property damage
incurred during the performance of this Agreement, with a minimum coverage of
$1,000,000 combined single limit per accident. Such automobile insurance shall include
owned, non -owned, and hired vehicles ("any auto").
3. Commercial general liability insurance, with minimum limits of
$1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and
property damage arising out of its operations under this Agreement.
4. Workers' compensation insurance in an amount sufficient to meet
statutory requirements covering all of subrecipient's employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be
endorsed with a waiver of subrogation in favor of the Grantee. Said endorsement shall
be provided prior to commencement of work under this Agreement.
5. The aforesaid policies shall constitute primary insurance as to the
Grantee, its officers and employees, so that any other policies held by the Grantee shall
not contribute to any loss under said insurance. Said policies shall provide for thirty
(30) days prior written notice to the Grantee of cancellation or material change.
6. Said policies, except for the professional liability and workers'
compensation policies, shall name the Grantee and its elected officials, officers, agents
and employees as additional insureds, and separate additional insured endorsements
shall be provided.
7. If required insurance coverage is provided on a "claims made" rather
than "occurrence" form, the Subrecipient shall maintain such insurance coverage for
three years after expiration of the term (and any extensions) of this Agreement. In
addition, the "retro" date must be on or before the date of this Agreement.
8. Any aggregate insurance limits must apply solely to this Agreement.
9. Insurance shall be written with only California admitted companies
which hold a current policy holder's alphabetic and financial size category rating of not
less than A VIII according to the current Best's Key Rating Guide, or a company equal
financial stability that is approved by the National City Risk Manager. In the event
coverage is provided by non -admitted "surplus lines" carriers, they must be included on
the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and
otherwise meet rating requirements.
10. This Agreement shall not take effect until certificate(s) or other
sufficient proof that these insurance provisions have been complied with, are filed with
and approved by the National City Risk Manager. If the Subrecipient does not keep all of
such insurance policies in full force and effect at all times during the terms of this
Agreement, the Grantee may elect to treat the failure to maintain the requisite
insurance as a breach of this Agreement and terminate the Agreement as provided
herein.
11. All deductibles and self -insured retentions in excess of $10,000 must
be disclosed to and approved by the Grantee.
The Subrecipient shall carry sufficient insurance coverage to protect contract assets from
loss due to theft, fraud and/or undue physical damage, and as a minimum shall
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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
Subrecipient.
H. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may
suspend or terminate this Agreement if the Subrecipient materially fails to comply with
any terms of this Agreement, which include (but are not limited to) the following:
1. Failure to comply with any of the rules, regulations or provisions referred to herein,
or such statutes, regulations, executive orders, and HUD guidelines, policies or
directives as may become applicable at any time;
2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner
its obligations under this Agreement;
3. Ineffective or improper use of funds provided under this Agreement; or
4. Submission by the Subrecipient to the Grantee reports that are incorrect or
incomplete in any material respect.
The Grantee shall have the right, in accordance with 24 C.F.R. 85.43, to terminate this
Agreement immediately or withhold payment of invoice for failure of the SUB -RECIPIENT
to comply with the terms and conditions of this Agreement. Should the Grantee decide
to terminate this Agreement, after a full evaluation of all circumstances has been
completed, the SUB -RECIPIENT shall, upon written request, have the right to an appeal
process. A copy of the appeal process will be attached to any termination notice.
If the Grantee finds that the SUB -RECIPIENT has violated the terms and conditions of
this Agreement, the SUB -RECIPIENT may be required to:
1. Repay all monies received from the Grantee under this Agreement; and/or
2. Transfer possession of all materials and equipment purchased with grant money to
the Grantee.
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 far 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
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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 Subrecipient agrees to comply with 24 CFR 84.21-28
and agrees to adhere to the accounting principles and procedures required therein,
utilize adequate internal controls, and maintain necessary source documentation for
all costs incurred.
2. Cost Principles: The Subrecipient shall administer its program in conformance with
OMB Circulars A-122, "Cost Principles for Non -Profit Organizations," or A-21, "Cost
Principles for Educational Institutions," as applicable. These principles shall be
applied for all costs incurred whether charged on a direct or indirect basis.
B. Documentation and Record Keeping
1. Records to be Maintained: The Subrecipient shall maintain all records required by
the Federal regulations specified in 24 CFR 570.506, that are pertinent to the
activities to be funded under this Agreement. Such records shall include but not be
limited to:
a. Records providing a full description of each activity undertaken;
b. Records demonstrating that each activity undertaken meets one of the
National Objectives of the CDBG program;
c. Records required to determine the eligibility of activities;
d. Records required to document the acquisition, improvement, use or disposition
of real property acquired or improved with CDBG assistance;
e. Records documenting compliance with the fair housing and equal opportunity
components of the CDBG program;
f. Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; and
g. Other records necessary to document compliance with Subpart K of 24 CFR
Part 570.
2. Retention: The Subrecipient shall retain all financial records, supporting
documents, statistical records, and all other records pertinent to the Agreement for
a period of four (4) years. The retention period begins on the date of the submission
of the Grantee's annual performance and evaluation report to HUD in which the
activities assisted under the Agreement are reported on for the final time.
Notwithstanding the above, if there is litigation, claims, audits, negotiations or other
actions that involve any of the records cited and that have started before the
expiration of the four-year period, then such records must be retained until
completion of the actions and resolution of all issues, or the expiration of the four-
year period, whichever occurs later.
3. Client Data: The Subrecipient shall maintain client data demonstrating client
eligibility for services provided. Such data shall include, but not be limited to, client
name, address, income level or other basis for determining eligibility, and
description of service provided. Such information shall be made available to Grantee
monitors or their designees for review upon request.
4. Disclosure: The Subrecipient understands that client information collected under
this contract is private and the use or disclosure of such information, when not
directly connected with the administration of the Grantee's or Subrecipient's
responsibilities with respect to services provided under this contract, is prohibited by
the State and for Federal law unless written consent is obtained from such person
receiving service and, in the case of a minor, that of a responsible parent/guardian.
5. Close-outs: The Subrecipient's obligation to the Grantee shall not end until all
close-out requirements are completed. Activities during this close-out period shall
include, but are not limited to: making final payments, disposing of program assets
(including the return of all unused materials, equipment, unspent cash advances,
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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.
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.
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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 5ubrecipient shall transfer to the Grantee any CDBG funds on hand and any
accounts receivable attributable to the use of funds under this Agreement at the
time of expiration, cancellation, or termination.
2. Real property under the Subrecipient's control that was acquired or improved, in
whole or in part, with funds under this Agreement in excess of $25,000 shall be used
to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five
(5) years after expiration of this Agreement [or such longer period of time as the
Grantee deems appropriate]. If the Subrecipient fails to use CDBG-assisted real
property in a manner that meets a CDBG National Objective for the prescribed
period of time, the Subrecipient shall pay the Grantee an amount equal to the
current fair market value of the property less any portion of the value attributable to
expenditures of non-CDBG funds for acquisition of, or improvement to, the property.
Such payment shall constitute program income to the Grantee. The Subrecipient
may retain real property acquired or improved under this Agreement after the
expiration of the five-year period [or such longer period of time as the Grantee
deems appropriate].
3. In all cases in which equipment acquired, in whole or in part, with funds under this
Agreement is sold, the proceeds shall be program income (prorated to reflect the
extent to that funds received under this Agreement were used to acquire the
equipment). Equipment not needed by the Subrecipient for activities under this
Agreement shall be (a) transferred to the Grantee for the CDBG program or (b)
retained after compensating the Grantee [an amount equal to the current fair
market value of the equipment less the percentage of non-CDBG funds used to
acquire the equipment].
VIII. RELOCATION, REAL PROPERTY ACQUISITION AND ONE -FOR -ONE HOUSING
REPLACEMENT
The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at
49 CFR Part 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing
the Residential Anti -displacement and Relocation Assistance Plan under section 104(d) of the
HCD Act; and (c) the requirements in 24 CFR 570.606(d) governing optional relocation
policies. [The Grantee may preempt the optional policies.] The Subrecipient shall provide
relocation assistance to displaced persons as defined by 24 CFR 570.606(b)(2) that are
displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG-
assisted project. The Subrecipient also agrees to comply with applicable Grantee ordinances,
resolutions and policies concerning the displacement of persons from their residences.
IX. PERSONNEL & PARTICIPANT CONDITIONS
A. Civil Rights
1. Compliance: The Subrecipient agrees to comply with local and state civil rights
ordinances here and with Title VI of the Civil Rights Act of 1964 as amended, Title
VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of
Title I of the Housing and Community Development Act of 1974 as amended, Section
504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990,
the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order
11246 as amended by Executive Orders 11375, 11478, 12107 and 12086.
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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/MBE): The Subrecipient will use
its best efforts to afford small businesses, minority business enterprises, and
women's business enterprises the maximum practicable opportunity to participate in
the performance of this contract. As used in this contract, the terms "small business"
means a business that meets the criteria set forth in section 3(a) of the Small
Business Act, as amended (15 U.S.C. 632), and "minority and women's business
enterprise" means a business at least fifty-one (51) percent owned and controlled by
minority group members or women. For the purpose of this definition, "minority
group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or
Spanish -heritage Americans, Asian -Americans, and American Indians. The
Subrecipient may rely on written representations by businesses regarding their
status as minority and female business enterprises in lieu of an independent
investigation.
3. Access to Records: The Subrecipient shall furnish and cause each of its own
subrecipients or subcontractors to furnish all information and reports required
hereunder and will permit access to its books, records and accounts by the Grantee,
HUD or its agent, or other authorized Federal officials for purposes of investigation
to ascertain compliance with the rules, regulations and provisions stated herein.
4. Notifications: The Subrecipient will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or
understanding, a notice, to be provided by the agency contracting officer, advising
the labor union or worker's representative of the Subrecipient's commitments
hereunder, and shall post copies of the notice in conspicuous places available to
employees and applicants for employment.
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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
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
Subrecipient Agreement
Page 9of14
b.
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.
Notifications: The Subrecipient agrees to send to each labor organization or
representative of workers with which it has a collective bargaining agreement
or other contract or understanding, if any, a notice advising said labor
organization or worker's representative of its commitments under this Section
3 clause and shall post copies of the notice in conspicuous places available to
employees and applicants for employment or training.
c. Subcontracts: The Subrecipient will include this Section 3 clause in every
subcontract and will take appropriate action pursuant to the subcontract upon
a finding that the subcontractor is in violation of regulations issued by the
grantor agency. The Subrecipient will not subcontract with any entity where it
has notice or knowledge that the latter has been found in violation of
regulations under 24 CFR Part 135 and will not let any subcontract unless the
entity has first provided it with a preliminary statement of ability to comply
with the requirements of these regulations.
D. Conduct
1. Assignability: The Subrecipient shall not assign or transfer any interest in this
Agreement without the prior written consent of the Grantee thereto; provided,
however, that claims for money due or to become due to the Subrecipient from
the Grantee under this contract may be assigned to a bank, trust company, or
other financial institution without such approval. Notice of any such assignment or
transfer shall be furnished promptly to the Grantee.
2. Subcontracts:
a. Approvals: The Subrecipient shall 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.
Subrecipient Agreement
Page 10 of 14
c. Content: The Subrecipient shall cause all of the provisions of this contract in
its entirety to be included in and made a part of any subcontract executed in
the performance of this Agreement.
d. Selection Process: The Subrecipient shall undertake to insure that all
subcontracts let in the performance of this Agreement shall be awarded on a
fair and open competition basis in accordance with applicable procurement
requirements. Executed copies of all subcontracts shall be forwarded to the
Grantee along with documentation concerning the selection process.
3. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel
employed under this Agreement, shall be in any way or to any extent engaged in
the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C.
4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 24
CFR 84.42 and 570.611, which include (but are not limited to) the following:
a. The Subrecipient shall maintain a written code or standards of conduct that
shall govern the performance of its officers, employees or agents engaged in
the award and administration of contracts supported by Federal funds.
b. No employee, officer or agent of the Subrecipient shall participate in the
selection, or in the award, or administration of, a contract supported by
Federal funds if a conflict of interest, real or apparent, would be involved.
c. No covered persons who exercise or have exercised any functions or
responsibilities with respect to CDBG-assisted activities, or who are in a
position to participate in a decision -making process or gain inside information
with regard to such activities, may obtain a financial interest in any contract,
or have a financial interest in any contract, subcontract, or agreement with
respect to the CDBG-assisted activity, or with respect to the proceeds from the
CDBG-assisted activity, either for themselves or those with whom they have
business or immediate family ties, during their tenure or for a period of one
(1) year thereafter. For purposes of this paragraph, a "covered person"
includes any person who is an employee, agent, consultant, officer, or elected
or appointed official of the Grantee, the Subrecipient, or any designated public
agency.
5. 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;
b. If any funds other than Federal appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an officer
or employee of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with
this Federal contract, grant, loan, or cooperative agreement, it will
complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions; and
c. It will require that the language of paragraph (d) of this certification be
included in the award documents for all subawards at all tiers (including
subcontracts, subgrants, and contracts under grants, loans, and
Subrecipient Agreement
Page II of 14
cooperative agreements) and that all Subrecipients shall certify and
disclose accordingly:
d. Lobbying Certification: This certification is a material representation of
fact upon which reliance was placed when this transaction was made or
entered into. Submission of this certification is a prerequisite for making or
entering into this transaction imposed by section 1352, title 31, U.S.C. Any
person who fails to file the required certification shall be subject to a civil
penalty of not less than $10,000 and not more than $100,000 for each
such failure.
6. Copyright: If this contract results in any copyrightable material or inventions, the
Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive
and irrevocable license to reproduce, publish or otherwise use and to authorize
others to use, the work or materials for governmental purposes.
7. Religious Activities: The Subrecipient agrees that funds provided under this
Agreement will not be utilized for inherently religious activities prohibited by 24
CFR 570.200(j), such as worship, religious instruction, or proselytization.
X. ENVIRONMENTAL CONDITIONS
A. Air and Water: The Subrecipient agrees to comply with the following requirements
insofar as they apply to the performance of this Agreement:
• Clean Air Act, 42 U.S.C. , 7401, et seq.;
• Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as
amended, 1318 relating to inspection, monitoring, entry, reports, and information, as
well as other requirements specified in said Section 114 and Section 308, and all
regulations and guidelines issued thereunder;
• Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as
amended.
B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster
Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities
located in an area identified by the Federal Emergency Management Agency (FEMA) as
having special flood hazards, flood insurance under the National Flood Insurance Program
is obtained and maintained as a condition of financial assistance for acquisition or
construction purposes (including rehabilitation).
C. Lead -Based Paint: The Subrecipient agrees that any construction or rehabilitation of
residential structures with assistance provided under this Agreement shall be subject to
HUD Lead -Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B.
Such regulations pertain to all CDBG-assisted housing and require that all owners,
prospective owners, and tenants of properties constructed prior to 1978 be properly
notified that such properties may include lead -based paint. Such notification shall point
out the hazards of lead -based paint and explain the symptoms, treatment and precautions
that should be taken when dealing with lead -based paint poisoning and the advisability
and availability of blood lead level screening for children under seven. The notice should
also point out that if lead -based paint is found on the property, abatement measures may
be undertaken. The regulations further require that, depending on the amount of Federal
funds applied to a property, paint testing, risk assessment, treatment and/or abatement
may be conducted.
D. Historic Preservation: The Subrecipient agrees to comply with the Historic Preservation
requirements set forth in the National Historic Preservation Act of 1966, as amended (16
U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic
Preservation Procedures for Protection of Historic Properties, insofar as they apply to the
performance of this agreement.
In general, this requires concurrence from the State Historic Preservation Officer for all
rehabilitation and demolition of historic properties that are fifty years old or older or that are
included on a Federal, state, or local historic property list.
Subrecipient Agreement
Page 12 of 14
XI. SEVERABILITY
If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be
affected thereby and all other parts of this Agreement shall nevertheless be in full force and
effect.
XII. SECTION HEADINGS AND SUBHEADINGS
The section headings and subheadings contained in this Agreement are included for
convenience only and shall not limit or otherwise affect the terms of this Agreement.
XIII. WAIVER
The Grantee's failure to act with respect to a breach by the Subrecipient does not waive its
right to act with respect to subsequent or similar breaches. The failure of the Grantee to
exercise or enforce any right or provision shall not constitute a waiver of such right or
provision.
XIV. INTERPRETATION OF THE AGREEMENT
The interpretation, validity, and enforcement of the Agreement shall be governed by and
construed under the laws of the State of California. The Agreement does not limit any other
rights or remedies available to the Grantee. The SUB -RECIPIENT shall be responsible for
complying with all local, state, and federal laws whether or not said laws are expressly stated
or referred to herein. Should any provision herein be found or deemed to be invalid, the
Agreement shall be construed as not containing such revision, and all other provisions which
are otherwise lawful shall remain in full force and effect, and to this end the provisions of this
Agreement are severable.
XV. ATTORNEY'S FEES
In the event any legal action or proceeding is commenced to interpret or enforce the terms
of, or obligations arising out of, this Agreement, or to recover damages for the breach thereof,
the party prevailing in any such action or proceeding shall be entitled to recover from the non -
prevailing party all reasonable attorney's fees, costs, and expenses incurred by the prevailing
party.
XVI. ENTIRE AGREEMENT
This agreement constitutes the entire agreement and the attachments referenced below
between the Grantee and the Subrecipient for the use of funds received under this Agreement
and it supersedes all prior or contemporaneous communications and proposals, whether
electronic, oral, or written between the Grantee and the Subrecipient with respect to this
Agreement.
ATTACHMENTS
Exhibit A -Scope of Services
Exhibit B-Budget
Exhibit C-Board of Directors and Bylaws
Exhibit D-Technical Assistance Materials
Exhibit E-Affirmative Action Policy
Exhibit F-Insurance
Subrecipient Agreement
Page 13 of 14
IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.
City oblational City South Bay .mmunity Services
Ron Morrison
Mayor, City of National City
APPROVED AS TO FORM
George Eiser
City Attorney
ATTEST
City C erk
Subrecipient Agreement
Page 14 of 14
EXHIBIT A
SCOPE OF SERVICES
1. The Program/Project consists of the followin
Activity Description
activities:
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 Allocates
Brooke Campbell/Youth & Family Development Associate
694 hrs/Yr.
3. Billing Method: Monthly
Quarterly X
4. List the type of supporting documentation to be provided:
Copies of Employee Time Sheets
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: NCPD Juvenile Diversion Program
Column A
Budget Item
Column B
CDBG Request
Column C
Other Sources
Column D
List Name(s) of Other
Sources
Column E
Total
Budget
Personnel
(List Salaried Position Job
Titles)
Department Director @ 7%
6,817
County Of San Diego
$ 6,817
Diversion Coordinator @
30%
14,333
County Of San Diego
$ 14,333
FT Youth & Family Associate
@ 21%
8,269
31,102
County Of San Diego
$ 39,371
Fringe Benefits @ 21%
1,731
12,879
County Of San Diego
$ 14,610
Operating Costs
Supplies
0
2,895
County Of San Diego
$ 2,895
Equipment
0
1,500
County Of San Diego
$ 1,500
Rent/Lease
Insurance
0
2,542
County Of San Diego
$ 2,542
Printing
0
1,650
County Of San Diego
$ 1,650
Utilities & Telephone
0
600
County Of San Diego
$ 600
Other:
Budget Total
$ 10,000
$ 74,318
$ 84,318
EXHIBIT C
BOARD OF DIRECTORS AND BYLAWS
Adolfo Gonzales, Ed.D Chair
Natl City Police Dept -Chief
1200 National City Blvd Hisp
National City, CA 91950
(619) 336-4511 wk
(619) 336-4525 fx
3rd Term 11/08 - 11/10
Dave Bejarano
Presidential Security; Pres
4389 Coiling Road East Hisp
Bonita, CA 91902
619-421-0201 home
619-851-0201 cell
2nd Term 01/08 - 01/10
Treas
Mary Kaestner
Former homeless 8. shelter client Hisp
5120 Robinwood Dr. #B-21
Bonita, CA 91902
(619) 990-0388 cell
6th Term 11/08 - 11/10
Michael Carey
Community Activist
862 4th Street
Imperial Beach,CA91932
(619) 271-5773 hm
(619) 429-6537 fx
6th Term 11/07-11/09
Dave Rowlands
Retired City Mgr.
550 Galveston Way
Bonita, CA 91902
(619) 517-3334
1st Term 11/08 - 11/10
White
low inc
White
South Bay Community Services
Board of Directors
Capt. Don Hunter Vice Cha Maria Guasp Past Chair
Chula Vista Police Dept American Institutes for Research
276 Fourth Avenue Whire 3454 Pluto Ct. Hisp
Chula Vista, CA 91910 Bonita, CA 91902
(619) 691-5209 (619) 479-3063 hm
(619) 691-5281 fx 4th Term 11/08 - 11/10
(619) 482-9966 hm
(619) 666-9740 cell
6th Term 11/08 - 11/10
Nancy Kerwin Secretarl Fran Muncey
CV Elementary School District The Galley at the Marina -owner
Student, Family & Community Svcs. 10364 Russell Road
84 East J Street La Mesa, CA 91941 White
Chula Vista, CA 91910 (619) 422-5714 wk
(619) 425-9600 X1511 wk White (619) 444-0675 hm
(619) 507-1379 cell (619) 422-1901 fax
2nd Term 01/08 - 01/10 (619) 992-5714 cell
2nd Term 03/07-11/09
John Nelson
CV Elementary School Dist White
Instruction, Assessment &
Instructional Technology
84 East J Street
Chula Vista, CA 91910
(619) 425-9600 x1501 wk
1st Term 6/07 - 6/09
Sue Belmonte
S D Daily Transcript
2131 Third Avenue
San Diego, CA 92101
(619) 232-4381
(619) 549-9295 cell
(619) 435-9309 hm
(619) 239-4312 fax
6th Term 11/07-11/09
White
Robert Dominguez
Pastor & Counselor Hisp
1627 Elmhurst St, low inc
Chula Vista, CA 91913
(619) 421-1916 home
(619) 474-5643 work
(619) 507-5433 cell
1st Term 11/08 - 11/10
Charles Moore
Allied Waste White
250 Kennedy Street # 53 Low inc
Chula Vista, CA 91910
(619) 656-3513
(619) 421-0841 fx
(619) 425-4855 hm
(619) 954-7249 cell
8th Term 11/07-11/09
Leanne Guerra
Cox Communications Hisp
350 loth Ave., Suite 600
San Diego, CA 92101
(619) 266-5542 wk
(619) 227-3018 cell
1st Term 02/09-08/11
Rev. 2-12-09
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 them 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,weiither
orer
before or after the meeting, signs a waiver of notice, ithe
consent to the holding of the meeting,approval r
minutes of the meeting. The waiver of notice or consent cneeddnnnot
specify the purpose of the meeting. All such waivers,
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
shall receive no 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
timefor regular meetings of such committees and the calling of
specialmeetings of such committees may be determined eoeeither the
by
board resolution or, if there is none, by
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
comittee,tent
ws or, in
them
absencepof rules adopted byroied they are othe sboard, , the ith tcommitese Bateemay 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
one or more Vice -Chairpersons, a Secretary and
shall be the chief financial officer, all of whom
by the Board of Directors. No two offices
Secretary and Treasurer. may be held by the same
Section 2. Election of Officers
the Chairperson,
a Treasurer who
shall be elected
except those of
person..
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
lfthe
business and affairs of the corporation. He/She shall preside
all meetingsof 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 keep orcaused to be kept, at the corporations
principal office 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.
Tr
e to
eetsecretarys of members , of theo
oboard sand ofb
e given, notice of all
meetings
committees of the board
ee g
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 duplicateof 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, other amounts 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 reason of 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 determine under Section
5238E of the California Corporations Code whether the applicable
standard of conduct set forth in Section 5238E 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
members.call a meeting of that
meeting, the b
all
determine under Section 5238E at the California Corporati onssCode
11
whether the applicable standard of conduct set forth in Section
523813 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 per.son 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, andreceived by 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 T
of % . , pages are the bylahs of this _corporation is
adopted by the board of directors on 11 ).o'1f21 They have not
been amended or modified since that date. Executed on 0�,0-11 at
Chula Vista, California.
12
azit
y
Secretary
'EMO ON AMENDING BYLAWS
Every California nonprofit corporation is required to keep a
current copy of its bylaws at its principal California office. A
corporation that is subject to the Uniform Supervision of Trustees
for Charitable Purposes Act must also file a copy of its bylaws
with the Registrar of Charitable Trusts, Office of the Attorney
General, Sacramento, California. Amendments should be filed as
they are adopted.
Your changes to the bylaws will terminate all memberships. This
means that the bylaws must be approved by a majority of the
members, after written notice describing the amendments effect on
the corporation and on the members is given.
WHAT SHOULD GO INTO THE NOTICE.
The notice to members must be more than a notice of meeting. It
must include a notification that bylaws will be amended at the
meeting, and that membership in the corporation will be terminated.
You can tell members in the notice that a nonprofit corporation
need not have members. There are numerous ways for individuals and
corporations to participate in a nonprofit corporation. As your
corporation has grown, it is now more efficient to change to allow
the board of directors to make more of the operating decisions.
WHO GETS A NOTICE
At a minimum, you should give notice to the current Board of
Directors, and everyone who has contributed $25 in money or
services within two years from the date of the meeting.
Who is a member? An alphabetical member list is required to be
kept. The original bylaws set the membership as the current Board
of Directors. Nine original directors were named in the original
articles of incorporation. This can be interpreted to mean the
original board of directors were and still are members. However
the more reasonable interpretation is whoever is on the board of
directors at the time of the meeting is a member and once you quit
from the board of directors, you lose your membership in the
corporation.
Section 2 of your bylaws is also vague. That section is entitled
"Eligibility" which can mean that it defines who can be a member,
if they apply. That section states that membership shall consist
of the Board of Directors, and anyone who has contributed $25 or
more or the equivalent in volunteer service within two years. The
date of record for a list of active members shall be one month
prior to the meeting.
HOW DO YOU GIVE PEOPLE NOTICE
The bylaws state that notice of the meeting shall be made by bulk
mail at least 20 days prior to the meeting and should give the
time, date, place, nature of business, and list of nominees for
Directorship.
EXHIBIT D
TECHNICAL ASSISTANCE MATERIALS
The Sub -recipient attended the Community Development Block Grant (CDBG)
Technical Assistance Non -Profit Workshop held on June 25, 2009 and received the
following items:
1. Playing by the Rules, A Handbook for CDBG Sub -recipients on Administrative
Systems
2. OMB Circular No. A-122: Cost Principals for Non -Profit Organizations
3. Quarterly/Annual Performance Reporting Form (updated format)
4. A Comprehensive Compliance and Performance Monitoring Checklist
5. Expenditure Reimbursement Claim Form (updated format)
6. Qualifying Beneficiary Intake Data Form (updated format)
7. Sample Sub -recipient Agreement and Exhibits (Scope of Services, Budget,
Board of Directors and By-laws, Affirmative Action Policy and Insurance
Requirements)
The workshop and reference documents will assist the Sub -recipient to understand
U.S Department of Housing and Urban Development and City of National City rules,
regulations, and reporting requirements.
The Grantee also reviewed CDBG regulations under Title 24 and the CDBG webpage
on the HUD website:
http://www.hud.gov/offices/cpd/communitydevelopment/programs/entitlement
EXHIBIT E
AFFIRMATIVE ACTION POLICY
1. Provision of Program Services
a. 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:
g•
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.
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.
EXHIBIT F
INSURANCE
ACORD CERTIFICATE OF LIABILITY INSURANCE
OP ID AW
SOOT-17
DATE (MM/DD/YYYY)
09/30/09
PRODUCER
Teague Insurance Agency, Inc.
License #0525512
4700 Spring St., 4th Floor
La Mesa CA 91941
Phone:619-464-6851 Fax:619-464-1901
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
NAIC #
INSURED
South Bay Community Services
Inc.
Inc.
1124 Bay Blvd., Suite D
Chula Vista CA 91911
INSURER A: philadelphia Indemnity Ins.
INSURER B: Zenith Insurance Company
INSURER C:
INSURER D:
INSURER E:
S
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWDNSTANDI NG
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
DISK
LTR
AUDI.
INSRD
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE (MM/DO/YY)
POLICY EXPIRATION
DATE (MM/OD/YY)
LIMITS
A
X
GENERAL
LIABILITY
BILITY
COMMERCIAL GENERAL LIABILITY
PHPR440722
07/08/09
07/08/10
EACH OCCURRENCE
41,000,000-
X
DAMAGE ID KENItU
PREMISES (Esoccurence)
$ 100,000
X 1 CLAIMS MADE OCCUR
MED EXP (Any one person)
$ 5 , 0 00
X
Retro date 7/1/92
PERSONAL BADV INJURY
$ 1, 000, 000
X
Claim Ded $25000
GENERAL AGGREGATE
$3,000,000
GEN'L
AGGREGATE LIMIT APPLIES PER:
POLICY n jEC n LOC
PRODUCTS -COMP/OP AGG
$ 3,000. 000
7
Emp Ben.
1,000,000
A
AUTOMOBILE
LIABIUTY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON -OWNED AUTOS
PHPK440722
07/08/09
07/08/10
COMBINED SINGLE LIMB
(Ea accident)
$
BODILY INJURY
(Per person)
X
X
BODILY INJURY
(Per accident)$
X
PROPERTY DAMAGE
(Per accident)
$
GARAGE
LIABILITY
ANY AUTO
AUTO ONLY- EA ACCIDENT
$
OTHER THAN EA ACC
$
AUTO ONLY: AGG
$
EXCESS/UMBRELLA
LIABILITY
OCCUR CLAIMS MADE
DEDUCTIBLE
RETENTION $
•
EACH OCCURRENCE
$
AGGREGATE
$
$
$
$
B
WORKERS COMPENSATION AND
EMPLOYERS'LIABILITY
ANY PROPRIETOR/ DR/EXECUTIVE
EXCLUDED? EXCLUDED?
If yes, describe under
SPECIAL PROVISIONS below
Z069607102
01/01/09
01/01/10
WC SIAIU-
TORY LIMITS ER
E.L EACH ACCIDENT
$1000000
EL DISEASE - EA EMPLOYEE
$ 1000000
EL. DISEASE - POLICY LIMIT
$ 1000000
A
OTHER
Professional Liab.
Sexual/Phys Abuse
PHPK440722
RETRO DATE 7/1/92
07/08/09
07/08/10
Incident $1,000,000
Agg $3,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
The Certificate Holder is added as Additional Insured for General Liability
coveragebut only as their interest may appear with respect to the
operations of the Named Insured.
OLDER
CANCELLATION
The City of National City its
elected officials, officers,
agents & employees
1243 National city Blvd.
National City CA 91950-4301
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
A ORIZED REPRREEB ATIVE
ACORD 25 (2001/08)
AC
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001108)
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY COPY ONLY
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule.
You must maintain payroll records accurately segregating the remuneration of your employees while engaged
in the work described in the Schedule.
The additional premium for this endorsement shall be 5% of the California workers compensation premium
otherwise due on such remuneration.
Minimum Premium: $0
Schedule
Person or Organization
THE CITY OF NATIONAL CITY
C/O CITY ATTORNEY'S OFFICE
1243 NATIONAL CITY BOULEVARD
NATIONAL CITY, CA 91950
RE: ALL CALIFORNIA OPERATIONS OF THE NAMED INSURED
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
Endorsement Effective 01/01/09
Insured SOUTH BAY COMMUNITY SERVICES
Policy No. Z069607102
Policy Period 01/01/09 To 01/01/10
Issued On 09/23/09
WC-04-03-06B
(Ed. 10-07)
At San Diego, CA
ZENITH INSURANCE COMPANY
PRESIDENT
Endorsement No. 17
POLICY NUMBER: PHPK440722 COMMERCIAL GENERAL LIABILITY
CG 20 26 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s)
The City of National City its elected officials, officers, agents & employees
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Section II - Who Is An Insured is amended to in-
clude as an additional insured the person(s) or or-
ganization(s) shown in the Schedule, but only with
respect to liability for "bodily injury", "property dam-
age" or "personal and advertising injury" caused, in
whole or in part, by your acts or omissions or the acts
or omissions of those acting on your behalf:
A. In the performance of your ongoing operations; or
B. In connection with your premises owned by or
rented to you.
CG20260704
a ISO Properties, Inc., 2004 Page 1 of 1 0
RESOLUTION 2009 — 87
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF NATIONAL CITY
AUTHORIZING THE SUBMITTAL OF THE 2009/2010
ANNUAL ACTION PLAN FOR THE COMMUNITY DEVELOPMENT
BLOCK GRANT (CDBG) AND HOME INVESTMENT PARTNERSHIP
(HOME) PROGRAMS TO THE U.S. DEPARTMENT OF
HOUSING AND URBAN DEVELOPMENT (HUD)
WHEREAS, as an entitlement community, the City of National City administers
the Community Development Block Grant (CDBG) and the Home Investment Partnership Act
(HOME) Program 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 Public Hearings to solicit input on a the
Annual Action Plan; and
WHEREAS, the City Council of the City of National City conducted a duly
advertised public hearing on January 20, 2009; March 3, 2009; March 17, 2009; and April 21,
2009; and
WHEREAS, the Annual Action Plan 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 Annual Action Plan, attached hereto as
Exhibit "A," includes a listing of projects/activities to be undertaken in Fiscal Year 2009-2010
utilizing CDBG and HOME funds; and
WHEREAS, HUD has not released the final formula annual allocation and an
estimate for the total allocation is used to calculate funding allocations for both the CDBG and
HOME programs based on information provided by the National Association of Housing and
Redevelopment Officials_
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of
National City hereby approves and authorizes the submission of the FY 2008-2009 Annual
Action Plan for the expenditure of said funds to the U.S. Department of Housing and Urban
Development (HUD).
BE IT FURTHER RESOLVED, that the City of National City will adjust the grant
amounts once the final formula allocation is released by HUD as follows:
A. If the final allocation is greater than the estimated amount for the CDBG and
HOME Programs, then all activities wilt share a proportional increase in funding with the
exception of Activity No_ 8 Fire Apparatus Lease Payment No. 5 of 5, which will remain as stated
as it is a fixed payment amount.
B. If the final allocation is less than the estimated amount for the CDBG and HOME
Programs, then all activities will share a proportional decrease in funding with the exception of
Activity No. 8 Fire Apparatus Lease Payment No. 5 of 5 and any activity at or below $20,000 for
which the funding will remain as stated.
Resolution No. 2009 — 87
Page 2
April 21, 2009
In the event a change in funding, whether an increase or decrease, is greater
than 5% the allocation will be brought forth to the City Council for review.
PASSED and ADOPTED this 21st day of April, 2009.
on Morrison, Mayor
ATTEST:
MI ael R. Dalla / ity Clerk
APPROVED AS TO FORM:
/),/-D
George H. Eser, III
City Attorney
FISCAL YEAR 2009-2010
COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
(Page 1 of 2)
FY 2009- 2010 CDBG ESTIMATED PROGRAM ENTITLEMENT
$1,107,495
AGENCY NAME
ACTIVITY NAME
NUMBER TO
BENEFIT FROM
THE ACTIVITY
CDBG
FUNDING
REQUEST
PUBLIC SERVICE ACTIVITIES
1
City of National City -
Public Library
National City Public Library
Literacy Services
220 Individuals
$47,250
2
City of National City -
Community Services
Department
At Risk Youth After -school
Program "Supreme Teens"
100 Individuals
$20,000
3
City of National City -
Community Services
Department
Tiny Tots
30 Individuals
$29,337
4
City of National City -
Police Department
Homeless Outreach Program and
Enforcement
250 Individuals
$41,537
5
PASACAT
The Philippines Through Music
and Dance
2,755
Individuals
$10,000
6
South Bay Community
Services
National City Police Department
Juvenile Diversion Program
55 Individuals
$10,000
$8,000
7
Trauma Intervention
Programs of San Diego
County, Inc.
Crisis Intervention Team
799 Households
TOTAL FOR PUBLIC SERVICE ACTIVITIES
166,124
PRIOR YEAR COMMITMENTS TO PHYSICAL IMPROVEMENT ACTIVITIES
Public Facility Improvement Activities
8
City of National City - Fire
Department
Fire Apparatus Lease Payment 5 of
5
TOTAL PRIOR YEAR COMMITMENTS
1 Fire Apparatus
/ Equipment
$84,906
$84,906
PHYSICAL IMPROVEMENT ACTIVITIES
Rehabilitation and Repair Activities
9
_
10
Christmas in July *
National City
Home Repair Program
10 Households
$110,000
City of National City-
Community Development
Department
Granger Hall Preservation and
Heritage Tourism Planning
1 Historic
Restoration
(14,474
Households)
$25,000
11
National City Living History
Farm Preserve
Stein Farm Community Use
Planning
1 Community
Facility
$40,000
Public Facility Improvement Activities
12
Council of Philippine
American Organizations of
San Diego County, Inc.
COPAO Building Renovation Project
1 Public Facility
Improvement
$15,000
13
City of National City -
Engineering Department
Soccer Field
Public
Infrastructure
Improvements
$79,466
Resolution No. 2009-87
Page 1of3
EXHIBIT "A"
FISCAL YEAR 2009-2010
COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
(Page 2 of 2)
TAB
#
AGENCY NAME
ACTIVITY NAME
NUMBER TO
BENEFIT FROM
THE ACTIVITY
CDBG
FUNDING
REQUEST
Public Infrastructure Improvement Activities
14
City of National City -
Engineering Department
Miscellaneous Concrete
Improvements
Public
Infrastructure
Improvements
$100,000
15
City of National City -
Engineering Department
Miscellaneous Storm Drain
Improvements
Public
Infrastructure
Improvements
$125,500
16
City of National City -
Engineering Department
ADA Master Plan
Public
Infrastructure
Improvements
$140,000
TOTAL NEW PHYSICAL IMPROVEMENT ACTIVITIES
$634,966
CDBG PROGRAM ADMINISTRATION
17
City of National City -
Community Services
Department
Neighborhood Council Program
n/a
$105,000
18
The Fair Housing Council of
San Diego
Fair Housing and Tenant -Landlord
Education Services
n/a
$38,000
$78,499
19
City of National City -
Community Development
Department
CDBG Program Administration
n/a
TOTAL FOR PROGRAM ADMINISTRATION
$221,499
Resolution No. 2009-87 Page 2 of 3 EXHIBIT "A"
FISCAL YEAR 2009-2010
HOME INVESTMENT PARTNERSHIPS ACT (HOME) PROGRAM
(Page 1 of 1)
FY 2009- 2010 HOME PROGRAM ESTIMATED ENTITLEMENT
$645,850
AGENCY NAME
ACTIVITY NAME
NUMBER TO
BENEFIT
FROM
THE ACTIVITY
HOME
FUNDING
REQUEST
AFFORDABLE HOUSING ACTIVITIES
$360,000
1
City of National City -
Community
Development
Department
First Time Homebuyer Program
10 Households
2
City of National City -
Community
Development
Department
Rehabilitation Program
8 Households
S124,387
3
City of National City -
Community
Development
Department
Community Housing
Development Organization Set -
Aside
n/a
$96,878
4
City of National City -
Community
Development
Department
HOME Program Administration
n/a
$64,585
TOTAL HOME ACTIVITIES AND ADMINISTRATION
$645,850
Resolution No. 2009-87
Page 3 of 3 EXHIBIT "A"
Passed and adopted by the Council of the City of National City, California, on April 21,
2009 by the following vote, to -wit:
Ayes: Councilmembers Morrison, Parra, Sotelo-Solis, Van Deventer, Zarate.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Mayor of the City of National City, California
MICHAEL R. DALLA
City Clerk of the City of National City, California
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2009-87 of the City of National City, California, passed and adopted
by the Council of said City on A•. ' 2009.
ti d�
City Ierk of the City of ational City, California
By:
Deputy
City of National City, California
COUNCIL AGENDA STATEMENT
..MEETING DATE April 21, 2009
AGENDA ITEM NO. 22
(ITEM TITLE RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
APPROVING THE FISCAL YEAR (FY) 2009-2010 ANNUAL ACTION PLAN FOR THE COMMUNITY
DEVELOPMENT BLOCK GRANT (CDBG) AND HOME INVESTMENT PARTNERSHIP ACT (HOME)
PROGRAMS
PREPARED BY
Carlos Aguirre
(Ext. 4391)
�- ---
DEPARTMENT Community Development Dep.
Housing and Grants Division
EXPLANATION
Upon the conclusion of Public Hearing No.4, the City Council will consider the adoption of the
attached resolution approving the FY 2009-2010 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 1 N/A
Financial Statement Approved By.
Finance Direct.r
The estimated amount of funding available for FY 2009-2010 for each program is as follows:
Community Development Block Grant - $1,107,495 Account No. 30I-0o00-2i(q€
Home Investment Partnership Program - $645,850 Vas_ es as _ 7`412,
STAFF RECOMMENDATION
Adopt attached resolution.
BOARD / COMMISSION RECOMMENDATION
Not applicable to this report.
I ATTACHMENTS i Listed Below) Resolution No.
Attachment 1: Summary of FY 2009-2010 CDBG and HOME Program Funding Recommendations
A-200 (9/99)
OFFICE OF THE CITY CLERK
1243 National City Blvd.
National City, California 91950
Michael R. Della, CMC - City Clerk
619-336-4228 phone • 619-336-4229 fax
October 27, 2009
Ms. Kathryn Lembo
Executive Director
South Bay Community Services
1124 Bay Blvd., Suite D
Chula Vista, CA 91911
Dear Ms. Lembo,
On October 26th, 2009 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