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Home My WebLink About2009 CON South Bay Community Services - CDBG 09-10 / Sub-RecipientSUBRECIPIENT AGREEMENT By and Between the City of National City and South Bay Community Services for the Homeless Outreach and Enforcement (HOPE) Program THIS AGREEMENT, entered this 3rd day of November , 2009 by and between the City of National City (herein called the "Grantee") and South Bav 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 Homeless Outreach and Enforcement (HOPE) 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 15` 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. Subrecipient Agreement Page of 14 IV. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed Forty One Thousand Two Hundred Three Dollars ($41,203.00.) 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 Email: 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. Subrecipient Agreement Page 2 of 14 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 Subrecipient Agreement Page 3 of 14 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 for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the Grantee determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Grantee may Subrecipient Agreement Page 4 of 14. terminate the award in its entirety. Grantee and sub -recipient agree to provide written notice to the other party thirty (30) days prior to the effective date of any termination, in whole or part, for convenience. VII. ADMINISTRATIVE REOUIREMENTS A. Financial Management 1. Accounting Standards: The Subrecipient agrees to comply with 24 CFR 84.21-28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles: The Subrecipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non -Profit Organizations," or A-21, "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record 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, Subrecipient Agreement Page 5 of 14 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. Subrecipient Agreement Page 6 of 14 3. Travel: The Subrecipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this Agreement. E. Use and Reversion of Assets: The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. The Subrecipient shall transfer to the Grantee any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination. 2. Real property under the Subrecipient's control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement [or such longer period of time as the Grantee deems appropriate]. If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the Grantee an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the Grantee deems appropriate]. 3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee [an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment]. VIII. RELOCATION, REAL PROPERTY 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. Subrecipient Agreement Page 7 of 14 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. Subrecipient Agreement Page 8 of 7 4 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 9 of 14• 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 11 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 of National City Ron Morrison Mayor, City of National City APPROVED AS TO FORM George Eis r City Attorney ATTEST City Jerk South Bay Community Services Subrecipient Agreement Page 14 of 14t EXHIBIT A SCOPE OF SERVICES 1. The Program/Project consists of the following activities: Activity Description: SBCS proposes to hire a part time (30 hrs/week) Homeless Outreach Liaison, who will be stationed at NCPD and will provide the following services: 1. Receive and follow-up on residents' concerns regarding the city's homeless population. 2. Conduct outreach to ensure that homeless individuals are aware of services available. This will include visiting various homeless 'camps' in National City at various hours of the day, in order to provide crisis intervention and connect as many homeless people as possible with appropriate services. 3. Provide one-to-one crisis intervention, assessment, and case management to homeless individuals. 4. Provide information and facilitated referrals, including information on obtaining public benefits and other services and programs available in the community such as shelter and longer -term housing, food programs, medical services, drug and alcohol treatment programs, domestic violence programs, etc. 5. Participate in regional coordination meetings such as National City's Homeless Coordination Meeting and the South Bay Homeless Advocacy Coalition to ensure that referrals are current and services are coordinated with regional efforts. time commitments to be allocated to activity listed above. Sta f`Mernber Name an .d==;'i ia c;u Hours Allocated ,,, Staff Member to be hired, Title is Homeless Outreach Liaison 30 hours/week 3. Billing Method: Monthly Quarterly X 4. List the type of supporting documentation to be provided: Client sign -in sheets, Case Management Notes 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 x Program Implementation x Provide Program Services x EXHIBIT B BUDGET Agency Name: South Bay Community Services Activity Name Description CDBG BUDGET OTHER RESOURCES TOTAL BUDGET 1) Personnel (Direct labor) - 11,000.00 Department Director 11,000.00 NC Homeless Liasion 27,000.00 27,000.00 2) Fringe Benefits Fica @ 7.65% Salaries 2,068.00 236.00 841.00 18.00 2,909.00 SUI @ 1.689% of first $7,000 254.00 Pension @ 10% & 2% Salaries 540.00 1,100.00 1,640.00 Health Insurance 3,034.00 540.00 465.00 220.00 3,499.00 Insurance W/Compensation @ 2% 760.00 3) Travel Mileage @ 100 miles/mth x $.55 660.00 660.00 4) Supplies and Materials Laptop 1,400.00 1,400.00 Supplies @ $50/month 600.00 420.00 600.00 Telephone @ $35/month 420.00 5) Sub Total for Direct Costs 6) Indirect Costs (Overhead) 4,705.00 1,760.00 6,465.00 @ 12.9% of Direct Cost TOTAL $ 41,203 $ 15,404 $ 56,607 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 Colling 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 & 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 Chula Vista Police Dept 276 Fourth Avenue Chula Vista, CA 91910 (619) 691-5209 (619) 691-5281 fx (619) 482-9966 hm (619) 666-9740 cell 6th Term 11/08 - 11/10 Vice Cha Maria Guasp Past Chair American Institutes for Research Whire 3454 Pluto Ct. Hisp Bonita, CA 91902 (619) 479-3063 hm 4th Term 11/08 - 11/10 Nancy Kerwin Secretar3 CV Elementary School District Student, Family & Community Svcs. 84 East J Street Chula Vista, CA 91910 (619) 425-9600 X1511 wk White (619) 507-1379 cell 2nd Term 01/08 - 01/10 John Nelson CV Elementary School Disl 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 Fran Muncey The Galley at the Marina -owner 10364 Russell Road La Mesa, CA 91941 White (619) 422-5714 wk (619) 444-0675 hm (619) 422-1901 fax (619) 992-5714 cell 2nd Term 03/07-11/09 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 Ceanne 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 activities in 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 vto each Director by one of the following methods: (1) pe rsonal delivery of written notice; (2) by first-class mail, postage prepaid; (3) by telephone, either directly to the Director or to a person at the director's home or office who would reasonably,be expected to communicate that notice promptly to the Director; or (4) by telegram, charges prepaid. All such notices shall be given or sent to the Director's address or telephone number as shown on the records of the corporation. 4 Notices sent by first-class mail shall be deposited in the United States mail at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered , telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the corporation, but need not specify the purpose of the meeting. (d) Waiver of Notice Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any Director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her. (e) Quorum A majority of the duly elected number of directors shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the board, subject to the more stringent of the California Non -Profit Benefit Corporation Law, including, without limitation, those provisions relating to: A. Approval of contracts or transactions in which a director has a direct or indirect material interest, B. Approval of certain transactions between corporations having common directorships, C. Creation of appointments to committees of a board, D. Indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of required quorum for that meeting. The majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the time and place holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be 5 given, before the time of the adjourned meeting, to the directors who are not present at the time of adjournment. (f) Majority Action of a Board Action A simple majority (one half plus one) of those members present at a regularly constituted meeting of the Board of Directors shall constitute an act of the Board of Directors provided there is a quorum. Section 7. Actions Without a Meeting Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to the action; provided, however, that the consent of any Director who has a material financial interest in a transaction to which the corporation is a party and who is an "interested director" as defined in Section 5233 of the California Corporations Code shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the board. Section 8. Reimbursement and Compensation Directors may receive such reimbursement of expenses, as the board may determine by resolution to be just and reasonable as to the corporation at the time that the resolution is adopted. Directors 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 time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by board resolution or, if there is none, by resolution of the committee of the board. Minutes of each meeting of any committee of the board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the government of any tent ese the absencepof vrules d adopted by the hey are sboard,� the ith tcommitBylaws ateemay adopt such rules. Section 3. Trustees There shall be a committee of the Board designated as the fundraising committee. Members of this committee shall be designated as "Trustees". The purpose of the committee is to raise money for the corporation. Membership on this committee requires an annual leadership gift in an amount to be fixed by a resolution of the board. Members of this committee are not required to attend board meetings, but shall have all other rights and 7 responsibilities of board membership. The number of members of this committee shall be fixed by board resolution. ARTICLE 5 OFFICERS Section 1. Designation The principal officers of the corporation shall be the Chairperson, one or more Vice -Chairpersons, a Secretary and a Treasurer who shall be the chief financial officer, all of whom shall be elected by the Board of Directors. No two offices except those of Secretary and Treasurer, may be held by the same person.. Section 2. Election of Officers The officers of the corporation shall be chosen annually by the board of directors and shall serve at the pleasure of the board subject to the rights of any officer under any contract of employment. Unless the board otherwise decides, the officers shall serve for a term of one year and until their successors are elected. Any vacancies occurring in offices shall be filled by the board of directors. The board of directors shall appoint such temporary or acting officers as may be necessary during the temporary absence or disability or regular officers. The board may appoint and may authorize the chairman of the board the executive director or other officer to appoint any other officers that the corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified on the bylaws or determined by the board. Section 3. Removal Upon an affirmative vote of a majority of the sustaining members of the Boardof 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 t chosen by officnd also, if the officer was whom the board may confero that the by any power of removal. officer on Any officer may resign at any time by giving written notice to the corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, to the corporation under any contract which the office is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner 8 prescribed in these bylaws for regular appointments to that office, provided however, that vacancies need not be filled on an annual basis. Section 4. Responsibilities of Officers (a) Chairperson The Chairperson shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He/She shall preside at all meetings of the members and of the Board of Directors. He/She may sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the By -Laws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board of Directors from time to time. (b) Vice -Chairperson In the absence or disability of the Chairperson, the ".Vice - Chairperson shall perform the duties and exercise the powers of the Chairperson. The Vice -Chairperson shall also perform such other duties as shall be prescribed by the BoardofDirectors. (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. The secretary shall give, or cause to be given, notice of all meetings of members, of the board and of committees of the board 9 required by these bylaws to be given. The secretary shall keep the corporate seal in safe custody and such other powers and perform such other duties as the board or the bylaws been prescribed. (e) Treasurer The Treasurer shall have custody of the Corporate funds and securities, and shall insure the full and accurate account of all receipts and disbursements in books belonging to the Corporation and shall insure the deposit of all moneys and other valuable effects in the nameof and to the credit of the Corporation is such depositories as may be designated by the Board. of Directors. He/Sheshall disburse: the funds of the Corporation as may be ordered by the Board•of.Directors, taking propervouchers for such disbursements and shall render an account of all his/her transactions as Treasurer and of the financial condition of the Corporation whenever called upon to do so. The treasurer shall act as chief financial officer. The treasurer shall send or cause to be given to the members and directors such financial statements and reports as are required to be given by law, by these bylaws, or by the board. The books of account shall be opened to inspection to any director at all reasonable times. ARTICLE 6 CORPORATE SEAL Section 1 The Board of -Directors 'shall provide a suitable corporate seal containing the name of the Corporation, which seal shall be in charge of the Secretary. If so directed by the Board of Directors, a duplicate of the seal may be kept and used by the Treasurer. ARTICLE 7 FISCAL MANAGEMENT Section 1. Fiscal Year The fiscal year of the Corporation shall begin on the first day of July of every year, except that the first fiscal year of the Corporation shall begin at the date of incorporation. The commencement date of the fiscal year herein established shall be subject to change by the Board of Directors with the prior written approval of the Government. Section 2. Execution of Corporate Documents With the prior authorization of the Board of Directors, all notes and contracts shall be executed on behalf of the Corporation by either the Chairperson or Vice -Chairperson or the Executive Director. 10 ARTICLE 8 RECORDS Section 1. Keeping of Records The Corporation shall keep adequate and correct records of account and minutes of the proceedings of Board and committees of the Board. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted to written form. Section 2. Annual Report The Board shall cause an annual report to be released no later than one hundred and fifty (150) days after the close of the Corporation's fiscal year. The report shall contain all the information required by Section 6321 (a) of the Corporations Code and shall be accompanied by any report thereon of independent accountants, or if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. The annual report shall be furnished to all Directors. Article 9 - Indemnification Section 1, Right of Indemnity. To the fullest extent permitted by law this corporation shall indemnify its directors, officers, employees and other persons described in Section 5238A of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, 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 reasonof the fact that the person is or was a person described in that section. (Expenses) as used in this bylaw, shall have the same meaning as in Section 5238A of the California Corporations Code. Section 2 - Approval of Indemnity I have written request of the board by any .person seeking_ indemnification under 5238E 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 5238B or Section 5238C has been met, and if so, the board shall authorize indemnification. If the board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding shall promptly call a meeting of members. At that meeting, the members shall determine under Section 5238E at the California Corporations Code 11 whether the applicable standard of conduct set forth in Section 5238B or Section 5238C has been met, and if so, the members that are present at the meeting and person or by proxy shall authorize indemnification. Section 3 - Advancement of Expenses To the fullest extent permitted by law and accepted as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under these bylaws and defending any proceeding covered by those sections shall be advanced by- the corporation before final disposition of the proceeding, and received 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 of , pages are the bylayrs of this . corporation ,is adopted by the board of directors on 111:?-0-, 1 They have not been amended or modified since that date. Executed on 0 --, a- R t at Chula Vista, California. 12 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 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/DDIYYYY) 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 INSURED South Bay Community Services Inc. Inc. 1124 Bay Blvd., Suite D Chula Vista CA 91911 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 # INSURER A: Philadelphia Indemnity Zus. INSURER B: INSURER C Zenith Insurance Company INSURER D INSURER E. UVVCKAUCJ THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. DISK LTLIMITS LTR AUD'L NSRC TYPE OF INSURANCE POLICY NUMBER PO DATE (MM/DD/YY) POLICY EXPIRATION DATE ( A X GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY PHPK440722 07/09/09 07/08/10 EACH OCCURRENCE $ 1, 000, 000 - uAMAC,EURENitu PREMISEs(Eaoccurence) $100,000 X MED EXP (Any one person) s5,000 X I CLAIMS MADE OCCUR PERSONAL&ADV INJURY $ 1, 000,000 X Retro date 7/1/92 GENERAL AGGREGATE $ 3, 000, 000 X Claim Ded $25000 PRODUCTS-COMP/OP AGG $3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER POLICYn JEC LOC Emp Ben. 1,000,000 —1 A AUTOMOBILE LIABIUTY ANY AUTO ALL OWNED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS PHPK440722 07/08/09 07/08/10 COMBINED SINGLE LIMIT (Fa aident) $ BODILY INJURY (Per person) $ XSCHEDULED BODILY INJURY (Per acddent) $ X X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESSIUMBRELLA LIABILITY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION $ EACH OCCURRENCE $ AGGREGATE $ $ $ $ B WORKERS EMPLOYERS' ANY OFFICER/MEMBER Yves, SPECIAL PROPRIETOR/PARTNER/EXECUTIVE describe COMPENSATION AND LIABIUTY EXCLUDED? under PROVISIONS below Z069607102 01/01/09 01/01/10 WC SIAIU- 01 H- TORY LIMITS ER EL. EACH ACCIDENT $ 1000000 E.L. DISEASE - EA EMPLOYEE $ 1000000 EL. DISEASE - POLICY LIMIT $ 3.000000 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 I LOCATIONS / VEHICLES ! EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS The Certificate Holder is added as Additional Insured for General Liability coverage -but only as their interest may appear with respect to the operations of the Named Insured. LICK I Irl'.n r c nvw,,, 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 ORIZEDD REPR£ E MINE .e. ♦nnoll nnnnnontrn\r .1100 ACORD 25 (2001/08) 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 7 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 CG20260704 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 © ISO Properties, Inc., 2004 Page 1 of 1 ❑ RESOLUTION NO. 2009 — 265 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY ASSIGNING A FISCAL YEAR 2009-2010 COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ALLOCATION OF $41,203 FROM THE NATIONAL CITY POLICE DEPARTMENT HOMELESS OUTREACH PROGRAM AND ENFORCEMENT TO SOUTH BAY COMMUNITY SERVICES (SBCS) AS CDBG SUBRECIPIENT, AND AUTHORIZING THE MAYOR TO EXECUTE A CDBG SUBRECIPIENT AGREEMENT WITH SBCS ALLOCATING SAID CDBG FUNDS WHEREAS, on April 21, 2009, the City of National City allocated Community Block Grant funding for Fiscal Year 2009-2010 in the amount of $41,203 to the National City Police Department for the Homeless Outreach Program and Enforcement Public Service Activity; and WHEREAS, to better serve the needs of National City, the National City Police Department has requested that the grant funds be assigned to South Bay Community Services, a non-profit corporation of the State of California, that has the organizational capacity to deliver the scope of services proposed in the initial CDBG application for the Homeless Outreach and Enforcement Public Service Activity. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby assigns the Fiscal Year 2009-2010 Community Development Block Grant funding in the amount of $41,203 to South Bay Community Services as CDBG Subrecipient. BE IT FURTHER RESOLVED that the Mayor is hereby authorized to execute a CDBG Subrecipient Agreement allocating said FY 2009-2010 CDBG funds in the amount of $41,203 to South Bay Community Services for the Homeless Outreach Program and Enforcement Public Service Activity. PASSED and ADOPTED this 3rd day of Novem2009. n Morrison, Mayor ATTEST: Mi hael R. Dalla City Clerk APPROVED AS TO FORM: Georgehr. Eiser, III City Attorney Passed and adopted by the Council of the City of National City, California, on November 3, 2009 by the following vote, to -wit: Ayes: Councilmembers Morrison, Parra, Van Deventer, Zarate. Nays: None. Absent: Councilmember Sotelo-Solis. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California YA Cityrk of the City National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2009-265 of the City of National City, California, passed and adopted by the Council of said City on November 3, 2009. City Clerk of the City of National City, California By: Deputy Canc..a• Gto City of National City, California COUNCIL AGENDA STATEMENT MEETING DATE November 3, 2009 AGENDA ITEM NO. 5 ITEM TITLE RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY ASSIGNING A FISCAL YEAR 2009-2010 COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ALLOCATION OF $41,203 FOR THE NATIONAL CITY POLICE DEPARTMENT HOMELESS OUTREACH PROGRAM AND ENFORCEMENT TO SOUTHBAY COMMUNITY SERVICES AS CDBG SUBRECIPIENT, AND AUTHORIZING THE MAYOR TO EXECUTE A CDBG SUBRECIPIENT AGREEMENT ALLOCATING SAID CDBG FUNDS PREPARED BY Carlos Aguirre (Ext. 4391) DEPARTMENT Housing and Grants Divisio Community Development EXPLANATION On April 21, 2009, the National City Police Department received an allocation of Community Development Block Grant (CDBG) funding for $41,203 for the Homeless Outreach Program and Enforcement public service activity through the Fiscal Year 2009-2010 CDBG funding cycle. The funded activity would allow the Police Department to provide case management services and resources to the chronically homeless. South Bay Community Services submitted a proposal that would fulfill the scope of the services of the Homeless Outreach Program. To most effectively serve the needs of National City, the National City Police Department has requested that the grant funds be assigned directly to South Bay Community Services. South Bay Community Services qualifies for CDBG grant funding as a non-profit public benefit 501(c)3 corporation and has the organizational capacity to execute the scope of services initially proposed by the Police Department. To allocate the FY 2009-2010 CDBG funds in the amount of $41,203 for said public service activity, the City must execute a CDBG Subrecipient Agreement between the City and South Bay Community Services. Environmental Review NI N/A Financial Statement Approved By: Finance Director' $41,203 was allocated on April 21, 2008 for FY2009-2010 to account 30`1-411-000-213-0000. Account No. 301-411-000-213-0000 STAFF RECOMMENDATION Adopt the resolution. BOARD / COMMISSION RECOMMENDATION Not applicable to this report. ATTACHMENTS ( Listed Below) Resolution No. ra c- ``� Attachment 1: Original CDBG application from the National City Police Department Attachment 2: Grant Proposal by South Bay Community Services A-200 (9/99) OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone • 619-336-4229 fax November 12, 2009 Ms. Kathryn Lembo South Bay Community Services 1124 Bay Blvd., Suite D Chula Vista, CA 91911 Dear Ms. Lembo, On November 3`d, 2009, Resolution No. 2009-265 was passed and adopted by the City Council of the City of National City, authorizing execution of a Subrecipient Agreement with South Bay Community Services. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: Housing & Grants Dept.