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HomeMy WebLinkAbout2010 CON Christmas In July - CDBG 09-10 Sub-RecipientSUBRECIPIENT AGREEMENT By and Between the City of National City and Christmas in July National City for the Minor Rehabilitation Program THIS AGREEMENT, entered this ‘Sjw day of q4A\�. , 2010 by and between the Citv of National City (herein called the "Grantee") and Christmas in July National City (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 Minor Rehabilitation Program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. Such program will include activities eligible under the Community Development Block Grant (CDBG) program, as specified in Exhibit A, attached and incorporated herein. B. National Obiectives: All activities funded with CDGB funds must meet one of the CDBG program's National Objectives: benefit low- and moderate -income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR 570.208 The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet the National Objective of benefiting low- and moderate -income persons. C. Levels of Accomplishment — Goals and Performance Measures: The levels of accomplishment may include such measures as units rehabilitated, persons or households assisted, or meals served, and should include periods for performance. Refer to Exhibit A for levels of program services. D. Staffing: Subrecipient shall be responsible for staff and time to be allocated to each activity, as set forth in Exhibit A, attached hereto and incorporated herein. E. Performance Monitoring: The Grantee will monitor the performance of the Subrecipient against goals and performance standards as stated above. Substandard performance as determined by the Grantee will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME OF PERFORMANCE Services of the Subrecipient shall start on the 1st day of July, 2009 and end on the 30th day of June of 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. IV. PAYMENT Subrecipient Agreement Page of 14 It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed One -hundred nine thousand one hundred eighteen dollars and zero cents ($109,118.00). 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 - '#` Ss�brec%pient k: rll;, Contact Person: Carlos Aguirre Contact Person: Cecilia Kirk Organization: City of National City Organization: Christmas in July National City Address: 1243 National City Boulevard National City, CA 91950-4301 Address: 2101 Hoover Ave National City, CA 91950 Telephone: (619) 336-4391 Telephone: (6191_477-5532 Email: caguirre@nationalcityca.gov Email: Christmasinjulync@yahoo.com VI. GENERAL CONDITIONS A. General Compliance: The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. "Independent Contractor": Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Subrecipient is an independent contractor. C. Hold Harmless: The Subrecipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Subrecipient's performance or nonperformance of the services or subject matter called for in this Agreement. D. Workers' Compensation: The Subrecipient shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the Subrecipient Agreement Page 2 of 1+ 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. 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. E. 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. 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. 5. 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. 6. 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. 7. Any aggregate insurance limits must apply solely to this Agreement. 8. 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. 9. 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. 10. 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 purchase a blanket fidelity bond covering all employees in an amount equal to cash Subrecipient Agreement Page 3 of 14 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 terminate the award in its entirety. Grantee and sub -recipient agree to provide written Subrecipient Agreement Page 4 of 14 notice to the other party thirty (30) days prior to the effective date of any termination, in whole or part, for convenience. VII. ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards: The Subrecipient agrees to comply with 24 CFR 84.21-28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles: The Subrecipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non -Profit Organizations," or A-21, "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record Keeping 1. Records to be Maintained: The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; and g. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. 2. Retention: The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of four (4) years. The retention period begins on the date of the submission of the Grantee's annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the four-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four- year period, whichever occurs later. 3. Client Data: The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 4. Disclosure: The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the Grantee's or Subrecipient's responsibilities with respect to services provided under this contract, is prohibited by the State and for Federal law unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Close-outs: The Subrecipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining Subrecipient Agreement Page 5 of 14 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. 2. Nondiscrimination: The Subrecipient agrees to comply with the non- discrimination in employment and contracting opportunities laws, regulations, and Subrecipient Agreement Page 7 of 14 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. 5. Equal Employment Opportunity and Affirmative Action (EEO/AA) Statement: The Subrecipient will, in all solicitations or advertisements for Subrecipient Agreement Page 8 of 14 employees placed by or on behalf of the Subrecipient, state that Opportunity or Affirmative Action employer. 6. Subcontract Provisions: The Subrecipient will include the Paragraphs X.A, Civil Rights, and B, Affirmative Action, in every purchase order, specifically or by reference, so that such provisions upon each of its own subrecipients or subcontractors. it is an Equal provisions of subcontract or will be binding 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 hill, 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 greatest extent feasible opportunities for training and employment be given to low- and very low-income residents of Subrecipient Agreement Page 9 of 11 the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located." The Subrecipient further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to low- and very low-income persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. b. Notifications: The Subrecipient agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. c. Subcontracts: The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. D. Conduct 1. Assignability: The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee thereto; provided, however, that claims for money due or to become due to the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee. 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 Christmas in July National City n Morrison Frank Parra Mayor, City of National City APPROVED AS TO FORM George Eiser City Attorney ATTEST it City Cjerk President of the Board of Directors Subrecipient Agreement Page 14 of 14 EXHIBIT A SCOPE OF SERVICES 1. The Housing Minor Rehabilitation Program consists of the following activities: Activity Description Christmas in July*National City will work in partnerships with the community to rehabilitate homes, particularly for homeowners who are low income, elderly, disabled, or families with children on July 25th 2009 with our preparation day being July lithand 18th of 2009. On these days Christmas in July* National City coordinates the efforts of hundreds of volunteers to rehabilitate homes. The goal of the Minor Rehabilitation Program is to provide housing -related services to qualified, low income families and individuals in order to preserve and improve their homes. The goal is to promote housing that is safe, secure, and healthy and energy efficient. Program funds may be used to update the plumbing, heating, or electrical services if necessary. The extent of minor work is limited; the nature of the repair must be to alleviate a condition that is hazardous or unhealthy to the occupants. 2. The following lists the staff and time commitments to be allocated to activity listed above. Staff Member Name and Title • , HoUrs Allocated Cecilia Garcia -Kirk 40 hours a week Julie Sepulveda 40 hours a week RoseAnita Hernandez 40 hours a week Bernardo Galvez and Juan M. Gonzalez Both 40 hours a week 3. Billing Method: Monthly Quarterly x 4. List the type of supporting documentation to be provided: Detailed Reciepts for Supplies ;Specific Ledgers for Rehabilitation Employees Insurance and Operating Expenses 5. List the major/key activity milestones: Major Activity Milestones Calendar Month 2009 1 2 3 4 5 6 7 8 9 10 11 12 Recruit Volunteers x x x x x x x Program Implementation x x x x x x x Provide Program Services x x x x Administrative Cost x x x x EXHIBIT B BUDGET Agency Name: Christmas in July* National City : Home Repair Program Description CDBG BUDGET OTHER RESOURCES TOTAL BUDGET 1) Personnel (Direct labor) Administrative Assistant 1 and 2 15,000.00 90,000.00 105,000.00 Handyman 1 13,000.00 18,000.00 31,000.00 2) Operating Cost Food 5,000.00 1,000.00 6,000.00 Equipment 10,000.00 2,000.00 12,000.00 City Wide Clean Ups 25,000.00 25,000.00 Printing 1,000.00 2,000.00 3,000.00 Utilities 6,000.00 500.00 6,500.00 Other: Emergencies and Roof Projects 20,000.00 5,000.00 25,000.00 3) Travel Transportation 3,000.00 1,000.00 4,000.00 4) Supplies and Materials Supplies 30,000.00 5,000.00 35,000.00 5) Sub Total for Direct Costs 6) Indirect Costs (Overhead) Insurance 7,000.00 7,000.00 TOTAL $ 110,000 $ 149,500 $ 259,500 Exhibit C Board of Directors By -Laws Christmas in July * National City 2010 Board of Directors Frank Parra 2817 N. Avenue National City, CA 91950 Tel: (619) 336-1415 Email: fparra@ci.national-city.ca.us Mike Castanos 3981 Corolyn Dr. La Mesa, CA 91941 Tel: (619) 336-7717 or (619) 322-5600 Email: mikec@national.k12.ca.us Joseph Coit 2316 E 4th Street National City, CA 91950 Tel: (619) 818-0838 Email: jgcoit@msn.com Ron Oliver 6670 Federal Blvd. Lemon Grove, CA 91945 Tel: (619) 287-5696 Ext. 4230 Email: roliver@edcodisposal.com Brian Clapper 113 N. Belmont Ave National City, CA 91950 Tel: (619) 264-6163 Cell: (619) 962-9950 Rosemary Peyron 207 South Belmont National City, CA 91950 Tel: (619) 470-8210 Neva Buckhanon 9999 Willow Creek Rd. San Diego, CA 92131 City Councilman National City Resident Lions Club Asst. Superintendent National School District Marketing Executive National City Resident Kiwanis Club EDCO Director of Market Development 858-774-1986 Lions Club Retired School Teacher National City Resident Tel: (858) 761-7670 email: neva.buckhanon@yahoo.com Jackie Williams National City Windsor Gardens Convalescent Center 3996 Hemlock Street National City Host Lions Club San Diego, CA 92113 Tel: (619) 395-6538 Email:jwilliams@windsorcares.com Lori Peoples 1504 E. 22nd Street National City, CA 91950 Tel: (619) 548-2934 Email: lapeoples@sbcglobal.net David Nagy 1309 Bay Manna Drive National City, CA 91950 Tel: (619) 336-9242 John Snyder 6670 Federal Blvd. Lemon Grove, CA 92135 Tel: (619) 287-5696 Pat Flores 5988 Altamont Drive San Diego, CA 92139 Tel: (619) 475-3762 Staff Executive Director Cecilia Garcia -Kirk 311 East 2"d Street National City, CA 91950 Tel: (619) 474-1823 Email: christmasinju].ync c;yahoo.com Julie Sepulveda (805) 407-6327 jusepulve@gmail.com Bernardo Galvez (619) 623-2551 National City Resident Production Expediter PASHA Services, National City General Manager EDCO Disposal Corp, ed US Navy Chief National City Resident Lions Club BYLAWS Of CHRISTMAS IN JULY * NATIONAL CITY A California Nonprofit Public Benefit Corporation Article I Name and Offices Section 1.1 Name This corporation shall be known as Christmas in July * National City (hereafter referred to as the "Corporation"). Section 1.2 Principal Office The principle office of the Corporation shall be located in San Diego County, California. The principal address may change from one location to another within the named county as determined by the Board of Directors. Article II Purposes Section 2.1 General Purpose The Corporation is organized and will be operated exclusively for charitable and educa- tional purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 or its successor provisions. Section 2.2 Specific Purpose In furtherance of the above General Purpose, the Corporation will pursue decent housing affordable to low and moderate income persons. The Corporation will sponsor volunteer projects to repair the homes of low income, elderly and handicapped persons. Consistent with the foregoing purposes the Corporation may engage in any lawful activity that may be incidental or reasonably necessary to those purposes, and may exercise all powers now or hereafter available to corporations organized under the State of California Nonprofit Corporation Act. Article III Directors and Meetings Section 3.1 Powers Subject to the limitations stated in the Articles of Incorporation, these Bylaws, and the Nonprofit Corporation Law, and subject to the duties of Directors as prescribed by the Nonprofit Corporation Law, all corporate powers shall be exercised by, or under the di- rection of, and the business and affairs of the Corporation shall be managed by, the Board 2 of Directors. The individual Directors shall act only as members of the Board of Direc- tors, and the individual Directors shall have no power as such. Section 3.2 Number of Directors (Revised 8 February 1995, Resolution No. 1-95) The authorized number of Directors of the Corporation shall not be less than Nine (9) nor more than twenty-one (21), The exact number being fifteen (15) as of February 8, 1995. Such number shall remain until such time as changed by proper action of the Board of Directors. Section 3.2a Designation of Board Membership (Added 8 February 1995, Resolution No. 1-95) At least one-third of the membership on the Board of Directors shall be made up of Na- tional City Residents living in designated low-income neighborhoods, other low-income community residents, or elected representatives of low-income neighborhoods. Section 3.3 Election, Term of Office, and Qualifications (a) The Directors shall be elected at least annually at any regular or special meeting of the Board of Directors held for that purpose to fill vacant positions and positions becoming vacant as a result of expiring terms. (b) The term of a Director shall be three (3) years unless otherwise determined at the time a Director is elected. A Director shall hold office until the earlier of (I) the expiration of the term, which shall not exceed three (3) years, for which such Director was elected and either such Director's successor is elected and qualified or the Board of Directors dec- lares such Director's position to be vacant, or (II) the death, resignation or removal of the director. (c) No Director shall serve more than two (2) consecutive terms unless the limitation is waived by a two-thirds (2/3) vote of the authorized number of Directors. Section 3.4 Removal (a) Any or all Directors may be removed, with or without cause, by a majority of the Board of Directors then in office. (b) The board of Directors shall be entitled to remove from office any Director who has failed to attend one-half (1/2) of the meetings of the Board of Directors during any twelve (12) month period without having such absences e excused by the President of the Corpo- ration. Section 3.5 Organization Meeting The meeting determined by the Board of Directors to be the annual meeting and each meeting at which at least one-third (1/3) of the Board of Directors is elected shall consti- 3 tute an organizational meeting for the purpose of organization, the election of officers and the transition of other business. No notice of such meeting need be given to the newly - elected Directors. Section 3.6 Other Regular Meetings The Board of Directors may provide by resolution the time and place for the holding of regular meetings of the Board of Directors. No notice of such regular meetings of the Board of Directors need be given, unless the meeting is to consider the removal of a Di- rector (other than removal pursuant to Section 3.4 (b)) and/or an amendment to the By- laws in which case notice shall be given as required for special meetings. Section 3.7 Calling Meetings Regular or special meetings of the Board of Directors may be called at any time by the President, any Vice President, the Secretary, or any two (2) Directors of the Corporation. Section 3.8 Notice of Special Meetings Notice of the time and place of special meetings of the Board of Directors shall be deli- vered in the manner and at the time required by the Nonprofit Corporation Law. Such no- tice need not specify the purpose of the meeting except for matters that require notice for a regular meeting described in Section 3.6. Notice shall not be necessary if appropriate waivers, consents and/or approvals are given of the holding of the meeting without no- tice. Section 3.9 Conduct of Meetings Meetings of the Board of Directors shall be presided over by the President of the Corpo- ration or in his or her absence, by the Vice President of the Corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the Corporation shall act as the secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting. Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not in- consistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law. Section 3.10 Quorum and Voting (a) A quorum shall consist of one-third (1/3) of the authorized number of Directors for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors, unless the Articles of Incorporation, these bylaws, or the Nonprofit Corporation Law specifically requires a greater number. In the absence of a quorum at any meeting of the board of Directors, a majority of the Directors present 4 may adjourn the meeting. A meeting at which a quorum is initially present may con- tinue to transact business, notwithstanding the withdrawal of enough Directors to leave less than a quorum, if any action taken is approved by at least a majority of the required quorum for such meeting. (b) Directors may not vote by proxy. Directors may participate in a regular or special meeting through conference telephone or similar communications equipment but only if all members participating in such meeting can hear one another. (Section (b) is kind of shaky don't you think. No provision to contact or include all direc- tors.) Section 3.11 Fees and Compensation Directors shall not receive any compensation for their services as Directors, but, by reso- lution of the Board of Directors, a fixed fee may be allowed for attendance at each meet- ing. Directors may be reimbursed in such amounts as may be determined from time to time by the Board of Directors for expenses incurred while acting on behalf of the Corpo- ration and/or expenses incurred in attending meetings of the Board of Directors. Nothing herein shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor, except that not more than forty-nine percent (49%) of the persons serving on the board may be financially interested persons. For purposes of this section, "interested per- sons" means either: (a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensa- tion paid to a director as a director; or (b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son- in-law, daughter-in-law, mother-in-law, or father-in-law of any such person. Section 3.12 Action Without Meeting Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors at a duly authorized meeting. Section 3.13 Conflict of Interest No Director, Officer or Employee who in the course of his or her duties is required to or is in a position to approve or influence the decision making process as to which project or projects the Corporation shall engage in, shall have any financial interest in such project, 5 nor shall any such persons close relatives or business associates have any financial inter- est in such project. Close relatives shall mean either natural or by operation of any of the following: parents, spouse, siblings, cousins or in-laws. If any such director, officer or employee owns or has any direct or indirect financial or personal interest in any Corpora- tion project or projects, such person shall immediately make a written disclosure of that interest to the Board of Directors and the disclosure shall be entered on the minutes of the Corporation. Failure to make the disclosure required by this subdivision constitutes mis- conduct in office. Section 3.14 Non -Liability of Directors The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation. Section 3.15 Indemnification by Corporation of Directors, Officers, Employees and Other Agents To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, ad- ministrative or investigative proceeding brought to procure a judgement against such per- son by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemni- fied against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgement against him or her, then indemnification against expenses, judgements, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corpo- ration but only to the extent allowed by the Board of Directors, in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law. Section 3.16 Insurance for Corporate Agents The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent or the Corporation (including a director, officer, em- ployee or other agent of the Corporation) against any liability, other than for violating provisions of law relating to self -dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out or the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 or the California Nonprofit Public Benefit corporation Law. 6 Section 3.17 Gifts The Board of Directors may accept on behalf of the Corporation any contributions, gift, bequest, or device for the charitable or public purposes of the Corporation. Article IV Officers Section 4.1 Officers The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer, who shall be the Chief Financial Officer of the Corporation. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more additional Vice Presidents, one or more Assistant Secretaries, and such other of- ficers as may be determined from time to time by the Board of Directors. One person may hold two or more offices; provided, however, that neither the Secretary nor the Trea- surer may serve concurrently as the President or the Executive Director. Section 4.2 Election and Term The officers of the corporation shall be chosen by the Board of Directors and shall serve at the pleasure of the board of Directors, subject to the rights, if any, of an officer under any contract of employment. Officers need not be chosen from among the Directors. Section 4.3 Removal and Resignation Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Di- rectors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be neces- sary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Direc- tors relating to the employment of any officer of the Corporation. Section 4.4 Duties of the President The President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Direc- tors. The President shall, if present, preside at all meetings of the Board of Directors. If 7 applicable, the President shall preside at all meetings of the members. Except as other- wise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds con- tracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. Section 4.5 duties of Vice President In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice Presi- dent shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors. Section 4.6 Duties of the Secretary The Secretary shall keep at the principal office of the Corporation or at such other place as the board may determine, the original or a copy of the Articles of Incorporation and these Bylaws, as amended to date, a book of minutes in written form of all meetings of the directors, and, if applicable, meetings of committees, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. Be custodian of all corporation records and maintain a roster of all Board and Committee members. Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, any membership book, and the minutes of the proceedings of the directors of the corporation. In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to Him or Her from time to time by the Board of Di- rectors. Section 4.7 Duties of the Treasurer The Treasurer will be the Chief Financial Officer. The Treasurer will keep and maintain, or will supervise and cause to be kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form. The Treasurer will give or cause to be given to the Directors such financial statements and reports as are required by law, by the Bylaws, or by the Board. The books of account are open to inspection by any Director at all reasonable times. 8 The Treasurer will deposit, or will supervise and cause to be deposited: all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be Designated by the Board of Directors. The Treasurer will disburse, or will super- vise and cause to be disbursed, all funds of the Corporation as may be ordered by the Board of Directors, will render to the President and Directors, whenever they request it, an account of all of the Treasure's transactions as Treasurer and of the financial condition of the Corporation, and will have such other powers and performs such other duties as may be prescribed by the Board of Directors, including the following: a. Insure the preparation and presentation to the Board of Directors all financial statements as requested and/or required by law. b. Insure the preparation of annual tax returns. c. Establish procedures for handling corporate funds. Section 4.8 Compensation The compensation, if any, of the officers shall be fixed from time to time by the Board of Directors, and, except as provided in Section 3.11, no officer shall be prevented from re- ceiving such compensation by reason of the fact that the officer is also a Director of the Corporation. Article V Execution of Instruments, Deposits and Funds Section 5.1 Execution of Instruments The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and satisfy any instrument in the name of and on behalf of the corporation, and such authority may be general of confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. However, in the absence of any action by the Board of Directors to the con- trary, the President shall be authorized to execute such instruments on behalf of the Cor- poration. Section 5.2 Checks and Notes Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Pres- ident of the corporation. 9 Section 5.3 Loans The President or any other officer, employee or agent authorized by the Bylaws or by the Board of Directors may effect loans and advances from any bank, trust company or other institutions or from any firm, corporation or individual and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the corporation, and when authorized by the Board of Directors to do so, may pledge hypothecate or transfer assets of the corporation as security for such loans or advances. Such authority conferred by the Board of Directors may be general or con- fined to specific instances or otherwise limited. Section 5.4 Standards, Retention of Property 1. In investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the Corporation's investments other than assets held for use or used directly in carrying out a public or charitable program of the Corporation, the Board of Directors shall avoid speculation, looking instead to the permanent disposition of the funds, consi- dering the probable income, as well as the probable safety of the Corporation's capi- tal. Unless limited by the (Nonprofit Corporation Law, the Articles of Incorporation and/or these Bylaws) Articles or the Bylaws, the Corporation may continue to hold property properly acquired or contributed to it if and as long as the Board of Directors, in the exer- cise of good faith and of reasonable prudence, discretion and intelligence, may consider that retention is in the best interests of the Corporation. No retention of donated assets violates this section 5.4, where such retention was required by the donor in the instrument under which the assets were received by the Corporation, except that no such requirement may be effective more than ten (10) years after the death of the donor. 2. No investment violates this Section 5.4 by virtue of the investment's speculative cha- racter, where the investment conforms to provisions authorizing such investment con- tained in the instrument or agreement under which the assets were contributed to the Corporation. Article VI Committees Section 6.1 Executive and Other Committees of the board of Directors The Board of Directors may, by resolution, create an executive committee and/or other committees, consisting of two or more Directors. Such committees shall have such power and authority as may be determined by the Board of Directors, subject to the limitations 10 imposed on such power and authority by the Nonprofit Corporation Law and/or the Ar- ticles of Incorporation. Section 6.2 Other Committees a. The Board of Directors may, by resolution, create other committees, including ad hoc advisory committees, consisting of two or more Directors and other persons as necessary or appropriate. Committee chairs shall normally be members of the Board of Directors and shall be appointed by the President. b. The duties of each committee shall be determined and may be modified from time to time by the Board of Directors. Each committee shall have such power and au- thority as imposed by the Nonprofit Corporation Law and/or the Articles of In- corporation. Committees with non -Board Members shall be advisory only. Article VII Members Section 7.1 No Statutory Members The Corporation shall have no Members ("Members") as defined in section 5056 of the Nonprofit Corporation Law of the State of California as amended from time to time (the "Nonprofit Corporation Law"). As a non-member Corporation, any action which would otherwise require approval by a majority of all members or approval by the members, shall only require the approval of the Board of Directors. Section 7.2 Action by Members Any action which would otherwise require a vote of Members shall require only a vote of the Board of Directors, and no meeting of members shall be required. All rights, which would otherwise vest in the Members, shall vest in the Board of Directors. Section 7.3 Associated Persons Nothing in this Article VII shall be construed as limiting the right of the Corporation to refer to persons associated with it as "members" even though such persons are not Mem- bers, and no such reference shall constitute anyone a Member, within the meaning of Sec- tion 5056 of the Nonprofit Corporation Law. The Corporation may confer by amendment of its Articles or of these Bylaws some or all of the rights of a member, as set forth in the Nonprofit Corporation Law, upon any person or persons; provide, however, that no such person or persons shall be a member within the meaning of said Section 5056 unless such person(s) is given the right, Pursuant to a specific provision of the Articles and/or By- laws, to vote for the election of a director or directors, to vote on a disposition of all or substantially all of the assets of the Corporation, to vote on a merger or dissolution of the Corporation, and/or to vote on changes to the Articles and/or Bylaws. 11 Section 7.4 Open Meetings to Public (Added 8 March 1995, Resolution No. 2-95) The public, particularly low-income, program beneficiaries, are invited to all regular meetings of Christmas in July * National City for the purpose of advising this organiza- tion in all of its decisions regarding the design, siting, development and management of all affordable housing projects. Article VIII Fiscal Year and financial Matters Section 8.1 Fiscal Year The fiscal Year of the Corporation shall begin on the first day of January and end on the last day of December in each year. Section 8.2 Prohibition Against Sharing Corporate Profits and Assets No member, director, officer, employee, or other person connected with this Corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services per- formed for the Corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation. 12 Article IX Amendments (a) The Articles of Incorporation and/or these Bylaws may be amended, repealed, or re- placed by the affirmative vote of a majority of the Board of Directors then in office, ex- cept as otherwise provided by law or by the Articles of Incorporation. Written Consent of Directors Adopting Bylaws We, the undersigned, are all of the persons named as the initial Directors in the Articles of Incorporation of Christmas in April * National City, a California nonprofit corpora- tion, and, pursuant to the authority granted to the Directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of 13 pages, as the Bylaws of this Corporation. Dated: July 7, 1994 Signed: George H. Waters, Director Signed: David L. Sheldon, Director Signed: Robert L Frodera, Director Signed: Mary Alice Taliak, Director Signed: Elisabeth Garcia, Director Signed: Jo Ellen Zayer, Director Signed: Al Alvarado, Director Signed: Lori Anne Peoples, Director Signed: Stanley H. Gabarra, Director 13 EXHIBIT D TECHNICAL ASSISTANCE MATERIALS The Subrecipient 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 4. A Comprehensive Compliance and Performance Monitoring Checklist 5. Expenditure Reimbursement Claim Form 6. Qualifying Beneficiary Intake Data Form 7. Sample Subrecipient 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 Subrecipient to understand U.S Department of Housing and Urban Development (HUD) and City of National City rules, regulations, and reporting requirements. The Grantee also reviewed CDBG regulations under Title 24 and the CDBG Program webpage from the HUD website: http://www. hud.gov/offices/cpd/communitydevelopment/programs/entitlement EXHIBIT E AFFIRMATIVE ACTION POLICY 1. Provision of Program Services a. SUB -RECIPIENT shall not, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. b. SUB -RECIPIENT shall not under any program or activity funded in whole or in part with CDBG funds, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap: 1) Deny any facilities, services, financial aid or other benefits provided under the program or activity; or 2) Provide any facilities, services, financial aid, or other benefits which are different or are provided in a different form from that provided to others under the program or activity; or 3) Subject to segregated or separate treatment in any facility in, or in any matter of process related to receipt of any service or benefit under the program or activity; or 4) Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid, or other benefits under the program or activity; or 5) Treat an individual differently from others in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet in order to be provided any facilities, services, or other benefits provided under the program or activity; or 6) Deny any opportunity to participate in a program or activity as an employee. c. SUB -RECIPIENT may not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of race, religion, color, national origin, sex, sexual preference, or handicap, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, religion, color, national origin, sex, sexual preference or handicap. d. SUB -RECIPIENT, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying them the benefits of, or subjecting them to discrimination on the grounds of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto: e. In administering a program or activity funded in whole or in part with CDBG funds regarding which the SUB -RECIPIENT has previously discriminated against persons on the grounds of race, religion, color, national origin, sex, sexual preference or handicap, the SUB -RECIPIENT must take affirmative action to overcome the effects of prior discrimination. f. Even in the absence of such prior discrimination, a SUB -RECIPIENT in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin, or sex. Where previous discriminatory practice or usage tends, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, to exclude individuals from participation in, to deny them the benefits of, or to subject them to discrimination under any program or activity to which CDBG funding applies, the SUB -RECIPIENT has an obligation to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. g• A SUB -RECIPIENT shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in services or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. h. Notwithstanding anything to the contrary in Sections J. 1. (a. through h.), nothing contained herein shall be construed to prohibit any SUB -RECIPIENT from maintaining or constructing separate living facilities or rest -room facilities for the different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed only by a member of the same sex as the recipients of the services. 2. Employment Discrimination a. SUB -RECIPIENT shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, or handicap. SUB -RECIPIENT shall take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rate -of -pay or other forms of compensation and selection for training including apprenticeship. SUB -RECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. b. SUB -RECIPIENT shall, in all solicitations or advertisements for employees placed by or on behalf of SUB -RECIPIENT, state that all qualified applications will receive consideration for employment without regard to race, color, religion, sex, national origin, age, or handicap. c. SUB -RECIPIENT shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the CDC's contracting officers, advising the labor union or workers' representative of SUB -RECIPIENT'S commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in conspicuous places available to employees and applicants for employment. d. SUB -RECIPIENT shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.. e. SUB -RECIPIENT shall furnish to the CDC all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. f. In the event of SUB -RECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and SUB - RECIPIENT may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. SUB -RECIPIENT shall include the provisions of Section II. J. 2. (a. through f.), "Affirmative Action Policy," paragraphs (1) through (6) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. SUB -RECIPIENT shall take such action with respect to any subcontract or purchase order as the CDC may direct as a means of enforcing such provisions including sanctions for non-compliance; provided, however, that in the event SUB -RECIPIENT becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CDC, SUB -RECIPIENT may request the United States to enter into such litigation to protect the interests of the United States. h. SUB -RECIPIENT shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). SUB -RECIPIENT shall also provide ready access to and use of all CDBG fund -assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.). 3. Remedies: In the event of SUB -RECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and SUB - RECIPIENT may be declared ineligible for further government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. Exhibit F Insurance Nonprofits' IWN Nonprofits' Insurance Alliance of California P.O. Box 8507, Santa Cruz, CA 95061 P: (800) 359-6422 F: (831) 459-0853 DIRECTORS' & OFFICERS' LIABILITY POLICY DECLARATIONS Item 1. Named Member: Christmas in July- National City Item 2. 2101 Hoover Avenue National City, CA 91950 Policy Number: 2009-19055-DO-NPO Policy Period: 07/13/2009 to 07/13/2010 (12:01 A.M. Standard time at the address stated in Item 1.) Address: Item 3. Limit of Liability: $ 1,000,000 $ 1,000,000 Item 4. Deductible: N/A Each Wrongful Act Annual Aggregate Item 5. Premium: $ 1,200 (premium does not include Terrorism Coverage - Certified Acts) Nonprofits' Insurance Alliance of California A HEAD FOR WSUF NCE ... A HEART FOR NONPROFITS Item 6. Applicable policy form(s) and Endorsement(s) effective at inception: NIAC-DODEC-NPO, NIAC-DOPWA/07 09, NIAC-DOET/07 09, NIAC-E3DO/1-99, NIAC-EDO1/8-91, NIAC-EDO4/3-94, NIAC-EDO7/07 09, NIAC-ED034/1-02, NIAC-E42/07 06, CG 21 73/01 08 Producer: 00068 Michael Ehrenfeld Company 2655 Camino Del Rio N. Ste 200 San Diego, CA 92108 NIAC-DODEC - NPO a,ce,62 Authorized Company Representative President, NIAC 06/12/2009 Nonprofits' WN Nonprofits' Insurance Alliance of California DATE: June 12, 2009 TO: Christmas in July- National City (19055) FR: Pamela Fyfe, Labor and Employment Risk Manager pfyfe@insurancefornonprofits.org RE: Avoiding Wrongful Termination Lawsuits PO Box 8507 Santa Cruz, CA 95061-8507 Phone (831) 459-0980 Fax (831) 459-0853 You have recently renewed Directors and Officers coverage with the Nonprofits' Insurance Alliance of California (NIAC). Employee -related lawsuits are the most common claim filed against nonprofit D&O insurance policies. Many of these lawsuits can be avoided by obtaining good advice before you terminate an employee. To assist you, NIAC provides FREE pre -termination consultation. Just contact me at (831) 459-0980 and I will assist you to ensure that you take the appropriate actions to protect your organization. Another service that NIAC provides FREE is reviewing your personnel handbook to ensure that it is in compliance. You may find these additional facts about employment -related matters of interest: • Well over 90% of the claims made against directors and officers of 501(c)(3) nonprofits are employment related. These commonly involve allegations of wrongful terminations, discrimination, or harassment. • The primary reason nonprofits find themselves in employment -related lawsuits are failing to follow, to the letter, personnel policies which are in compliance with law. In particular, if your personnel policies provide for any special considerations before terminations, such as grievance, probationary period, or written or verbal warnings, and you do not follow these, policies to the letter, but instead fire immediately in anger, chances are good that you could find yourself in a lawsuit. • During our review of personnel policies of those nonprofits with D&O coverage, we most commonly find policies out -of -compliance with current law regarding pregnancy leave, provision for payment of overtime, and applicable classes protected from discrimination such as sexual orientation, political affiliation, veteran status and others. For everyone's benefit we hope your organization does not find itself in a difficult termination situation. However, if you do, please do not hesitate to contact me before you take action so that together we can help minimize your exposure to expensive and time-consuming lawsuits. P.S. A knowledgeable, committed board of directors is the strongest protector of a charitable organization's accountability to the law, its clients, it donors and the public. Are you looking for a communications and information management solution for your board of directors? BOARDnetWORK was created by MAC for its member -insureds. For less than $1.00 a day, this easy to use, web -based resource will free you from the effort required to keep your board organized and running smoothly. View short demo at www.Boardnetwork.org. For more information, call our Loss Control Director at (831) 459-0981 ext. 76. Nonprofits' Nonprofits' Insurance Alliance of California INDEX OF FORMS ATTACHED TO THE POLICY POLICY NUMBER: 2009-19055-DO-NPO NAME OF INSURED: Christmas in July- National City Nonprofits' Insurance Alliance of California A HEAD FOR INSURANCE ... A HEART FOR NONPROFITS Page 1 DIRECTORS AND OFFICERS FORMS AND ENDORSEMENTS Directors & Officers Liability Policy Declarations Prior Wrongful Acts Coverage Endorsement Nonprofit Organization Directors' and Officers' Liability Policy Member Criteria Nuclear Energy Liability Exclusion Endorsement (Broad Form) Blood Testing Exclusion Non -Imputation Mold, Fungus Exclusion Nuclear, Chemical and Biological Hazard Exclusion Exclusion of Certified Acts of Terrorism This list of forms is not part of the actual policy, but is for your information only. Please refer to the policy(s) for actual limits, coverages and exclusions. FORM NUMBER/EDITION DATE NIAC-DODEC-NPO NIAC-DOPWA/07 09 NIAC-DOET/07 09 NIAC-E3DO/1-99 NIAC-EDO1/8-91 NIAC-EDO4/3-94 NIAC-EDO7/07 09 NIAC-ED034/1-02 NIAC-E42/07 06 CG 21 73/01 08 Nonprofits' Nonprofits' Insurance Alliance of California NONPr' )FITS' INSURANCE ALLIANCE OF CALIrORNIA P.O. Box 8507, Santa Cruz, CA 95061 P: (800) 359-6422 F: (831) 459-0853 Nonprofits' Insurance Alliance of California A FEAR FOR INSURANCE ... A HEART FOR NONPROFITS NONPROFITS OWN COMMERCIAL LINES COMMON POLICY DECLARATIONS PRODUCER: Michael Ehrenfeld Company 2655 Camino Del Rio N. Ste 200 San Diego, CA 92108 NAME OF INSURED AND MAILING ADDRESS: Christmas in July- National City 2101 Hoover Avenue National City, CA 91950 POLICY NUMBER: 2009-19055- NPO RENEWAL OF NUMBER: 2008-19055- NPO POLICY PERIOD: FROM 07/13/2009 TO 07/13/2010 AT 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE BUSINESS DESCRIPTION: Home repair for the Elderly and Handicap IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE COVERAGE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THESE PREMIUMS MAY BE SUBJECT TO ADJUSTMENT PREMIUM COMMERCIAL GENERAL LIABILITY COVERAGE PART - OCCURRENCE $910 COMMERCIAL AUTO LIABILITY COVERAGE PART $1,286 COMMERCIAL AUTO PHYSICAL DAMAGE COVERAGE'PART $107 IMPROPER SEXUAL CONDUCT COVERAGE PART Not Covered COMMERCIAL LIQUOR LIABILITY COVERAGE PART INCLUDED TERRORISM COVERAGE (Certified Acts) $9 TOTAL: $2,312 FORM(S) AND ENDORSEMENT(S) MADE A PART OF THIS POLICY AT TIME OF ISSUE:' NIAC-GL-NPO NIAC-LL-NPO NIAC-AL-NPO SCHEDULE G/01 80, NPO-001/04 09, NIAC-X1/08 02, NIAC-E3/1-99, NIAC-E7/10 04, NIAC-E22/8-95, NIAC-E2510198, NIAC-E28/1-99, NIAC-E29/1-99, CG2101 /11 85, CG 00 33/01 96, CG 20 11/01 96, CG 20 12/07 98, CG 20 34/07 04, CG 21 16/07 98, CG 21 70/01 08, CG2230/11-85, CG7794/04 93. IL 00 17/11 98, IL 02 70/11 04. IL 09 85/01 08, SCHEDULE U01 80, NIAC-E11/7-92, NIAC-E30/4-00, CG2018/11-85, CG2244/11-85, SCHEDULE BA/01 80, NIAC-E12/5-92, NIAC-E33/1-02, CG2020/11-85, CG2407/11-85, CG 00 01/07 98, NIAC-E15/02 09, NIAC-E42/07 06, CG 20 26/07 04, CG2504/11-85, 'OMITS APPLICABLE FORMS AND ENDORSEMENTS IF SHOWN IN SPECIFIC COVERAGE PART / COVERAGE FORM DECLARATIONS. COUNTERSIGNED: 06/12/2009 BY (AUTHORIZED REPRESENTATIVE) THESE DECLARATIONS AND THE COMMON POLICY DECLARATIONS, IF APPLICABLE, TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. NIAC - CO - NPO (00068 - DB) Nonprofits' iWNN Nonprofits' Insurance Alliance of California NONPROFITS' INSURANCE ALLIANCE OF CALIFORNIA P.O. Box 8507, Santa Cruz, CA 95061 P: (800) 359-6422 F: (831) 459-0853 Nonprofits' Insurance Alliance of California A HEAD FOR INSURANCE ... A HEART FOR NONPROFITS COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS PRODUCER: Michael Ehrenfeld Company 2655 Camino Del Rio N. Ste 200 San Diego, CA 92108 NAME OF INSURED AND MAILING ADDRESS: Christmas in July- National City 2101 Hoover Avenue National City, CA 91950 POLICY PERIOD: FROM 07/13/2009 TO 07/13/2010 AT 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE BUSINESS DESCRIPTION: Home repair for the Elderly and Handicap POLICY NUMBER: 2009-19055 -NPO RENEWAL OF NUMBER: 2008-19055 -NPO IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE COVERAGE AS STATED IN THIS POLICY. LIMITS OF COVERAGE: GENERAL AGGREGATE LIMIT (OTHER THAN PRODUCTS - COMPLETED OPERATIONS) PRODUCTS COMPLETED OPERATIONS AGGREGATE LIMIT PERSONAL AND ADVERTISING INJURY LIMIT EACH OCCURRENCE LIMIT DAMAGE TO PREMISES RENTED TO YOU MEDICAL EXPENSE LIMIT ADDITIONAL COVERAGES: SOCIAL SERVICE PROFESSIONAL LIABILITY $2,000,000 $2,000,000 $1,000,000 $1,000,000 $500,000 any one premises 20,000 any one person EXCLUDED CLASSIFICATION(S) SEE ATTACHED SUPPLEMENTAL DECLARATIONS SCHEDULE G PREMIUM $910 FORMS AND ENDORSEMENTS APPLICABLE TO THIS POLICY ARE INCLUDED IN COMMERCIAL LINES COMMMON POLICY DECLARATIONS COUNTERSIGNED: 06/12/2009 BY /62 (AUTHORIZED REPRESENTATIVE) THESE DECLARATIONS AND THE COMMON POLICY DECLARATIONS, IF APPLICABLE, TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. NIAC - GL - NPO (00068) Nonprofits' ,titW Nonprofits' Insurance Alliance of California P.O. Box 8507, Santa Cruz, CA 95061 P: (800) 359-6422 F: (831) 459-0853 Nonprofits' Insurance Alliance of California A HEAD FOR INSURANCE... A HEART FOR NONPROFITS COMMERCIAL GENERAL LIABILITY EXTENSION OF DECLARATIONS POLICY NUMBER: 2009-19055-NPO NAME OF INSURED: Christmas in July- National City Schedule G Page 1 PREMISES CODE/CLASS 61227/Buildings or Premises - office - NFP PREMIUM *ADVANCED *LOC BASIS RATE PREMIUM 1 720 125.426 $90 Activities/Programs: Event # # of people Description 1 200 Clean Up Day (4) $100 2 150E Spirit of the Holidays $50 3 400 Rehab Program -July -One Day $500 4 300 Prep Days (3)-July @ 100 people each $75 Increased Aggregate $95 *See Common Declarations for Total Advanced Premium and Schedule 'L' for locations. 6. COUNTERSIGNED: 06/12/2009 BY NIAC - SCHEDULE G - NPO (AUTHORIZED REPRESENTATIVE) (00068) Nonprofits' .AWN Nonprofits' Insurance Alliance of California P.O. Box 8507, Santa Cruz, CA 95061 P: (800) 359-6422 F: (831) 459-0853 Nonprofits' Insurance Alliance of California A HEAD FOR INSURANCE .. A HEART FOR NONPROFRS COMMERCIAL GENERAL LIABILITY EXTENSION OF DECLARATIONS POLICY NUMBER: 2009-19055-NPO NAME OF INSURED: Christmas in July- National City Schedule L Page 1 PREMISES DESIGNATED PREMISES ADDITIONAL INSUREDS LOC/BLDG ADDRESS, CITY. STATE. ZIP AND OTHER INTERESTS 1 2101 Hoover Avenue National City, CA 91950 COUNTERSIGNED: 06/12/2009 BY NIAC - SCHEDULE L - NPO a a ce (AUTHORIZED REPRESENTATIVE) (00068) Nonprofits' Nonprofits' Insurance Alliance of California P.O. Box 8507, Santa Cruz, CA 95061 P: (800) 359-6422 F: (831) 459-0853 Nonprofits' Insurance Alliance of California A HEAD FOR INSURANCE... A HEART FOR NONPROHR COMMERCIAL LIQUOR LIABILITY COVERAGE PART DECLARATIONS PRODUCER: Michael Ehrenfeld Company 2655 Camino Del Rio N. Ste 200 San Diego, CA 92108 NAME OF INSURED AND MAILING ADDRESS: Christmas in July- National City 2101 Hoover Avenue National City, CA 91950 POLICY NUMBER: 2009-19055-NPO RENEWAL OF NUMBER: 2008-19055-NPO POLICY PERIOD: FROM 07/13/2009 TO 07/13/2010 AT 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE BUSINESS DESCRIPTION: Home repair for the Elderly and Handicap IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE COVERAGE AS STATED IN THIS POLICY. LIMITS OF COVERAGE: GENERAL AGGREGATE LIMIT EACH COMMON CAUSE LIMIT $ 1,000,000 $ 1,000,000 PREMIUM: Included FORMS AND ENDORSEMENTS APPLICABLE TO THIS COVERAGE PART AND MADE PART OF THIS POLICY AT THE TIME OF ISSUANCE: CG 00 33/01 96 THESE DECLARATIONS AND THE COMMON POLICY DECLARATIONS, IF APPLICABLE, TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. COUNTERSIGNED: 06/12/2009 BY (AUTHORIZED REPRESENTATIVE) NIAC - LL -NPO (00068) Nonprofits' itWN Nonprofits' Insurance Alliance of California INDEX OF FORMS ATTACHED TO THE POLICY POLICY NUMBER: 2009-19055 - NPO NAME OF INSURED: Christmas in July- National City Page 1 LIABILITY FORMS AND ENDORSEMENTS Commercial General Liability Coverage Part Declarations Commercial Liquor Liability Coverage Part Declarations Business Auto Coverage Part Declarations Commercial General Liability Class Code Schedule Commercial General Liability Location Schedule Business Auto Coverage Schedule Commercial General Liability Coverage Form Nonprofits' OWN Enhancement Endorsement Improper Sexual Conduct Exclusion Member Criteria Exclusion of Coverage for Claims By and Related to Past and Present Employees Fireworks Exclusion Nuclear Energy Liability Exclusion Endorsement Blood Testing Exclusion Asbestos Exclusion Additional Insured - Designated Person or Organization Property Damage to Personal Property in the Care, Custody or Control of the Insured Employee Personal Auto Reimbursement Additional Insured - Volunteers Mold, Fungus Exclusion Nuclear, Chemical and Biological Hazard Exclusion Exclusion - Athletic or Sports Participants Liquor Liability Coverage Form Additional Insured - Managers or Lessors of Premises Additional Insured - State or Political Subdivisions - Permits Additional Insured - Mortgagee, Assignee or Receiver Additional Insured - Charitable Institutions Additional Insured - Designated Person or Organization Additional Insured - Lessor of Leased Equipment - Automatic Status - Lease Designated Professional Services Exclusion Cap on Losses from Certified Acts of Terrorism Corporal Punishment Exclusion Health or Cosmetic Services Exclusion Products/Completed Operations Hazard Redefined Amendment - Aggregate Limits of Insurance (Per Location) Liability Arising Out of Lead Exclusion Common Policy Conditions California Changes - Cancellation and Nonrenewal Disclosure Pursuant to Terrorism Risk Insurance Act This list of forms is not part of the actual policy, but is for your information only. Please refer to the policy(s) for actual limits, coverages and exclusions. FORM NUMBER/EDITION DATE NIAC-GL-N PO NIAC-LL-NPO NIAC-AL-NPO SCHEDULE G/01 80 SCHEDULE L/01 80 SCHEDULE BA/01 80 CG 00 01/07 98 NPO-001/04 09 NIAC-X1/08 02 NIAC-E3/1-99 NIAC-E7/10 04 NIAC-E 11 /7-92 NIAC-E12/5-92 NIAC-E15/02 09 NIAC-E22/8-95 NIAC-E25/01 98 NIAC-E28/1-99 NIAC-E29/1-99 NIAC-E30/4-00 NIAC-E33/1-02 NIAC-E42/07 06 CG2101/11 85 CG 00 33/01 ,96 CG 20 11 /01 96 CG 20 12/07 98 CG2018/11-85 CG2020/11-85 CG 20 26/07 04 CG 20 34/07 04 CG 21 16/07 98 CG 21 70/01 08 CG2230/11-85 CG2244/11-85 CG2407/11-85 CG2504/11-85 CG7794/04 93 IL 00 17/11 98 IL 02 70/11 04 IL 09 85/01 08 POLICY NUMBER: 2009-19055-NPO COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ATHLETIC OR SPORTS PARTICIPANTS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Description of Operations: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) With respect to any operations shown in the Schedule, this insurance does not apply to "bodily injury" to any person while practicing for or participating in any sports or athletic contest or exhibition that you sponsor. CG 21 01 11 85 Copyright, Insurance Services Office, Inc., 1984 Page 1 of 1 Nonprofits' Nonprofits' Insurance Alliance of California P.O. Box 8507, Santa Cruz, CA 95061 P: (800) 359-6422 F: (831) 459-0853 Nonprofits' Insurance Alliance of California A HEAD FOR INSURANCE .. A HEART FOR NONPROFITS BUSINESS AUTO COVERAGE PART DECLARATIONS PRODUCER: Michael Ehrenfeld Company 2655 Camino Del Rio N. Ste 200 San Diego, CA 92108 Item One: NAME OF INSURED AND MAILING ADDRESS: Christmas in July- National City 2101 Hoover Avenue National City, CA 91950 POLICY NUMBER: 2009-19055- NPO RENEWAL OF NUMBER: 2008-19055-NPO POLICY PERIOD: FROM 07/13/2009 TO 07/13/2010 AT 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE BUSINESS DESCRIPTION: Home repair for the Elderly and Handicap IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE COVERAGE AS STATED IN THIS POLICY. Item Two: SCHEDULE OF COVERAGES AND COVERED AUTOS. This policy provides only those coverages where a charge is shown in the premium column below. Each of these coverages will apply only to those "autos" shown as covered "autos". "Autos" are shown as covered "autos" or a particular coverage by the entry of one or more of the symbols from the COVERED AUTOS Section of the Business Auto Coverage Form next to the name of the coverage. COVERAGES COVERED AUTOS Entry the COVERED AUTOS Seeionor rn Buselesa Auto Coverage Foam shows which autos are covered autos. LIMIT THE MOST WE WILL PAY FOR ANY ONE ACCIDENT OR LOSS PREMIUM LIABILITY CSL 1 $1,000,000 $937 HIRED AUTO INCLUDED INCLUDED $50 NONOWNED AUTO INCLUDED INCLUDED $50 AUTO MEDICAL PAYMENTS 2 $5,000 $119 UNINSURED MOTORIST 2 $1,000,000 $130 PHYSICAL DAMAGE COMPREHENSIVE COVERAGE 7,8 uR Te",EH m Actual ,'"eech awe. °'w'^°^'�°�'°a"r^ cash value or amac w a. "aro, EwEw e cast of repair whichever $500 =ETH",''H>— m $21 COLLISION COVERAGE 7,8 is less I minus $500 r� ob o R IHenm,a' JN"el'm THREE mined aW. Sm REM $86 THREE for hired m�o, .eHr.se .as. TOWING AND LABOR N/A SN/A for each disablement of a private passenger "auto" N/A ESTIMATED TOTAL PREMIUM $1,393 FORMS AND ENDORSEMENTS APPLICABLE TO THIS COVERAGE PART AND MADE PART OF THIS POLICY AT THE TIME OF ISSUANCE: CA0305/2-97, CA9923/12-93, CA 00 01/03 06, CA0029/12-88, CA 01 43/05 05, CA 20 54/10 01, CA 21 54/03 06, CA2171/1-88, CA 99 03/03 06, CA 99 33/02 99, CA 99 34/12 93, THESE DECLARATIONS AND THE COMMON POLICY DECLARATIONS, IF APPLICABLE, TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. COUNTERSIGNED: 06/12/2009 BY NIAC - AL - NPO /62 (AUTHORIZED REPRESENTATIVE (00068) Nonprofits' tV\/N Nonprofits' Insurance Alliance of California P.O. Box 8507, Santa Cruz, CA 95061 P: (800) 359-6422 F: (831) 459-0853 BUSINESS AUTO COVERAGE FORM Nonprofits' Insurance Alliance of California A HEAD FOR INSURANCE ... A HEART FOR NONPRONTS POLICY NUMBER: 2009-19055 NAME INSURED: Christmas - NPO SCHEDULE BA Page 1 in July- National City COVERED AUTOS YOU OWN Item Three: SCHEDULE OF DESCRIPTION CLASS TERR. CODE DEDUCTIBLES coverage is provided indicated OTHER THAN COLLISION apply only if as below. COLLISION TOWING & LABOR Limit per Disablement COVERED AUTO NO. YEAR, MODEL, TRADE NAME, BODYTYPE, SERIAL NUMBER(S) VIN 1 1976 Ford Ranger E38HHA128380 041 01199 500 500 N/A PREMIUMS: COVERAGE IS PROVIDED ONLY IF A PREMIUM CHARGE IS INDICATED. COVERED AUTO NO. OWNED HIRED MED UM/ LIABILITY PAY UIM PHYSICAL DAMAGE TOWING AND LABOR ADDITIONAL INSURED / LOSS PAYEE: Except for towing, all physical damage loss is payable In youa d aims Imeye of laces earnSeeed below was Interest Smedule Al. COLL. COMP. 1 937 119 130 86 21 NIA NO/H 50 50 Hired PD Hired Physical Damage Deductibles: Comprehensive: $500 Collision: $500 UM Waiver of Collision Deductible Coverage (premium included above) — on all eligible vehicles 06/12/2009 Signature Date Nonprofits' WIC Nonprofits' Insurance Alliance of California INDEX OF FORMS ATTACHED TO THE POLICY POLICY NUMBER: 2009-19055- NPO NAME OF INSURED: Christmas in July- National City Page 1 AUTO FORMS AND ENDORSEMENTS FORM NUMBER/EDITION DATE California Changes - Waiver of Collision Deductible CA0305/2-97 Rental Reimbursement Coverage CA9923/12-93 Business Auto Coverage Form CA 00 01/03 06 Changes in Business Auto and Truckers Coverage Forms - Insured Contract CA0029/12-88 California Changes CA 01 43/05 05 Employee Hired Autos CA 20 54/10 01 California Uninsured Motorists Coverage - Bodily Injury CA 21 54/03 06 Punitive Damages Exclusion CA2171/1-88 Auto Medical Payments Coverage CA 99 03/03 06 Employees as Insureds CA 99 33/02 99 Social Service Agencies - Volunteers as Insureds CA 99 34/12 93 This list of forms is not part of the actual policy, but is for your information only. Please refer to the policy(s) for actual limits, coverages and exclusions. Named Insured: Christmas in July- National City SCHEDULE Waiver of Collision Deductible Nonprofits' Insurance Alliance of California A HEAD FOR INSURANCE ... A HEART FOR NONPROFITS NONPROFITS' INSURANCE ALLIANCE OF CALIFORNIA P.O. Box 8507, Santa Cruz, CA 95061 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES - WAIVER OF COLLISION DEDUCTIBLE For a covered "auto" licensed or principally garaged in or "garage operations" conducted in California this endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. C ,. Endorsement effective: 07/13/2009 00:00:0 Countersigned by; Authorized Representative Designation or Description of Covered "Auto" Premium Any covered "auto" with BOTH Uninsured Motorist Coverage AND Collision Coverage. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. When Physical Damage Coverage provides B. coverage for a "loss" to a covered "auto" caused by its collision or upset, and: 1. The "loss" involves an "uninsured motor vehicle"; and 2. You are legally entitled to recover the full amount of your "loss" from the owner or operator of the " uninsured motor vehicle"; and 3. The Schedule indicates that the Waiver of Collision deductible provision applies to the covered "auto"; then We will pay the full deductible. Subject to the above, if you are legally entitled to recover only a percentage of your "loss", we will pay that percentage of your deductible. However, if the amount of the "loss" is less than your deductible, we will pay the percentage of the "loss" that you are legally entitled to recover. In no event will we pay more than the amount of the "loss." CONDITIONS 1. The following is added to the Conditions Section: ARBITRATION a. If we and an "insured" disagree whether the "insured" is legally entitled to recover damages from the owner or operator of an "uninsured motor vehicle" or do not agree as to the amount of damages that are recoverable by that "insured," the disagreement will be settled by a single neutral arbitrator. However, disputes concerning coverage under this endorsement may not be arbitrated. The arbitration must be formally instituted by the "insured" within one year from the date of the "accident." Each party will bear the expenses of the arbitrator equally. CA 0305 (02/97) Page 1 of 2 DATE: 6/12/2009 b. Unless both parties agree otherwise, arbitration will take place in the county in which the "insured" lives. Local rules of law as to arbitration procedure and evidence will apply. The decision of the arbitrator will be binding. 2. Paragraph 2.a of the Duties In The Event Of Accident, Claim, Suit Or Loss Loss Condition is replaced as follows: a. You must report the "accident" or "loss" to us our agent within ten business days. You must tell us how, when and where the "loss" happened. You must assist in obtaining names and addresses of any injured persons and witnesses. C. Additional Definitions As used in this endorsement: 1. For Physical Damage Coverage: a. "Auto" means a self-propelled motor vehicle. However, it does not include: (1) A vehicle transporting persons for hire, compensation or profit, other than a van pool vehicle; (2) A vehicle designed, used or maintained primarily for the transportation of property; or (3) "Mobile equipment." "Uninsured motor vehicle" means a land motor vehicle or trailer which is involved in a collision with a covered "auto" and for which: (1) No liability bond or policy at the time of an "accident" provides at least the amount required for property damage liability by the California Financial Responsibility Law; or (2) The insuring or bonding company denies coverage or refuses to admit coverage except conditionally or with reservation or becomes insolvent. The collision must involve direct physical contact between a covered "auto" and the "uninsured motor vehicle" and: (1) The owner or operator of that vehicle must be identified; or (2) The "uninsured motor vehicle" must be identified by its license number. However, "uninsured motor vehicle" does not include any vehicle: (1) Owned or operated by a self -insurer under any applicable motor vehicle law except a self -insurer who is or becomes insolvent and cannot provide the amounts required by that motor vehicle law; (2) Owned by a governmental unit or agency; or (3) Designed for use mainly off public roads while not on public roads. CA 0305 (02/97) Page 2 of 2 DATE: 6/12/2009 Nonprofits' 4tVVN Nonprofits' Insurance Alliance of California P.O. Box 8507, Santa Cruz, CA 95061 P: (800) 359-6422 F: (831) 459-0853 Nonprofits' Insurance Alliance of California A HEAD FOR INSURANCE... A HEART FOR NONPROFITS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RENTAL REIMBURSEMENT COVERAGE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. SCHEDULE Designation or Description of Maximum Payment Auto No. Covered "Autos" to which this insurance applies PP Coverages Each Covered "Auto" Premium Any One No. of Any One Day Days Period Any covered "auto" Comprehensive $50 30 $1500 Incl. Collision $50 30 $1500 Incl. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) CA 9923 (12/93) A. This endorsement provides only those coverages where a premium is shown in the Schedule. It applies only to a covered "auto" described or designated in the Schedule. B. We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto". Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage. C. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with thc lesser of the following number of days: 1. The number of days reasonably required to repair or replace the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you. 2. The number of days shown in the Schedule. D. Our payment is limited to the lesser of the following amounts: E. F. 1. Necessary and actual expenses incurred. The maximum payment stated in the Schedule applicable to "any one day" or "any one period". This coverage does not apply while there are spare or reserve "autos" available to you for your operations. If "loss" results from the total theft of a covered "auto" of the private passenger typc, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under thc PHYSICAL DAMAGE COVERAGE Coverage Extension. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) CA 9923 (12/93) POLICY NUMBER: 200919055NPO COMMERCIAL GENERAL LIABILITY Christmas in July - National City 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) l Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. j The City of National City, its elected officials, officers, agents, and 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 organi- zation(s) shown in the Schedule; but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis- sions 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 0 POLICYHOLDER COPY STATE COMPENSATION I NSU6tANCE FUND ISSUE DATE: 04-13-2010 P.Q. BOX 420807, SAN FRANCISCO,CA 94142-0807 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE CITY OF NATIONAL CITY ATTN: BUSINESS LICENSE DIVISION FINANCE 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950-4301 SD GROUP: POLICY NUMBER: 1908796-2009 CERTIFICATE ID: 2 CERTIFICATE EXPIRES: 09-01-2010 09-15-2009/09-01-2010 THIS CERTIFICATE SUPERSEDES AND CORRECTS CERTIFICATE t/ 1 DATED 04-08-2010 This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 10 days advance written notice to the employer. We will also give you 10 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. thorized Representative EMPLOYER'S LIABILITY LIMIT INCLUDING ENDORSEMENT #2570 ENTITLED WAIVER OF ATTACHED TO AND FORMS A PART OF THIS CITY OF NATIONAL CITY EMPLOYER I/.dreAot Interim President and CEO DEFENSE COSTS: $1,000,000 PER OCCURRENCE. SUBROGATION EFFECTIVE 2010-04-13 IS POLICY. THIRD PARTY NAME: CHRISTMAS IN JULY - NATIONAL CITY (NON-PROFIT CORP) 2101 HOOVER AVE NATIONAL CITY CA 91950 [RRC,CN] SD IREV.1-20101 PRINTED : 04-13-2010 RESOLUTION 2009 — 87 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE SUBMITTAL OF THE 2009/2010 ANNUAL ACTION PLAN FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AND HOME INVESTMENT PARTNERSHIP (HOME) PROGRAMS TO THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD) WHEREAS, as an entitlement community, the City of National City administers the Community Development Block Grant (CDBG) and the Home Investment Partnership Act (HOME) Program for the Federal Government under the United States Department of Housing and Urban Development (HUD); and WHEREAS, HUD requires that all CDBG and HOME Program entitlement communities, such as the City of National City, hold Public Hearings to solicit input on a the Annual Action Plan; and WHEREAS, the City Council of the City of National City conducted a duly advertised public hearing on January 20, 2009; March 3, 2009; March 17, 2009; and April 21, 2009; and WHEREAS, the Annual Action Plan addresses the housing and community development needs assessed in the City's 5-Year Consolidated Plan for FYs 2005-06 through 2009-10, adopted by the City Council in May 2005. The Annual Action Plan, attached hereto as Exhibit "A," includes a listing of projects/activities to be undertaken in Fiscal Year 2009-2010 utilizing CDBG and HOME funds; and WHEREAS, HUD has not released the final formula annual allocation and an estimate for the total allocation is used to calculate funding allocations for both the CDBG and HOME programs based on information provided by the National Association of Housing and Redevelopment Officials. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of National City hereby approves and authorizes the submission of the FY 2008-2009 Annual Action Plan for the expenditure of said funds to the U.S. Department of Housing and Urban Development (HUD). BE IT FURTHER RESOLVED, that the City of National City will adjust the grant amounts once the final formula allocation is released by HUD as follows: A. If the final allocation is greater than the estimated amount for the CDBG and HOME Programs, then all activities will share a proportional increase in funding with the exception of Activity No. 8 Fire Apparatus Lease Payment No. 5 of 5, which will remain as stated as it is a fixed payment amount. B. If the final allocation is less than the estimated amount for the CDBG and HOME Programs, then all activities will share a proportional decrease in funding with the exception of Activity No. 8 Fire Apparatus Lease Payment No. 5 of 5 and any activity at or below $20,000 for which the funding will remain as stated. Resolution No. 2009 — 87 Page 2 April 21, 2009 In the event a change in funding, whether an increase or decrease, is greater than 5% the allocation will be brought forth to the City Council for review. PASSED and ADOPTED this 21st day of April, 2009. on Morrison, Mayor ATTEST: // Mi ael R. Dalla / ity Clerk APPROVED AS TO FORM: George H. E'ser, III City Attorney FISCAL YEAR 2009-2010 COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM (Page 1 of 2) FY 2009- 2010 CDBG ESTIMATED PROGRAM ENTITLEMENT $1,107,495 AGENCY NAME ACTIVITY NAME NUMBER TO BENEFIT FROM THE ACTIVITY CDBG FUNDING REQUEST PUBLIC SERVICE ACTIVITIES 1 City of National City - Public Library National City Public Library Literacy Services 220 Individuals $47,250 2 City of National City - Community Services Department At Risk Youth After -school Program "Supreme Teens" 100 Individuals $20,000 3 City of National City - Community Services Department Tiny Tots 30 Individuals $29,337 4 City of National City - Police Department Homeless Outreach Program and Enforcement 250 Individuals $41,537 5 PASACAT The Philippines Through Music and Dance 2,755 Individuals $10,000 6 South Bay Community Services National City Police Department Juvenile Diversion Program 55 Individuals $10,000 7 Trauma Intervention Programs of San Diego County, Inc. Crisis Intervention Team 799 Households $8,000 TOTAL FOR PUBLIC SERVICE ACTIVITIES 166,124 PRIOR YEAR COMMITMENTS TO PHYSICAL IMPROVEMENT ACTIVITIES Public Facility Improvement Activities 8 City of National City - Fire Department Fire Apparatus Lease Payment 5 of 5 1 Fire Apparatus / Equipment $84,906 TOTAL PRIOR YEAR COMMITMENTS $84,906 PHYSICAL IMPROVEMENT ACTIVITIES Rehabilitation and Repair Activities 9 Christmas in July National City Home Repair Program 10 Households $110,000 10 City of National City- Community Development Department Granger Hall Preservation and Heritage Tourism Planning 1 Historic Restoration (14,474 Households) $25,000 11 National City Living History Farm Preserve Stein Farm Community Use Planning 1 Community Facility $40,000 Public Facility Improvement Activities 12 Council of Philippine American Organizations of San Diego County, Inc. COPAO Building Renovation Project 1 Public Facility Improvement Public Infrastructure Improvements $15,000 13 City of National City - Engineering Department Soccer Field $79,466 Resolution No. 2009-87 Page 1 of 3 EXHIBIT "A" FISCAL YEAR 2009-2010 COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM (Page 2 of 2) TAB AGENCY NAME ACTIVITY NAME Public Infrastructure Improvement Activities NUMBER TO BENEFIT FROM THE ACTIVITY 14 15 16 City of National City - Engineering Department City of National City - Engineering Department City of National City - Engineerinq Department Miscellaneous Concrete Improvements Miscellaneous Storm Drain Improvements ADA Master Plan TOTAL NEW PHYSICAL IMPROVEMENT ACTIVITIES Public Infrastructure Improvements Public Infrastructure Improvements Public Infrastructure Improvements CDBG FUNDING REQUEST $100,000 $125,500 $140,000 $634,966 CDBG PROGRAM ADMINISTRATION 17 City of National City - Community Services Department Neighborhood Council Program n/a $105,000 18 The Fair Housing Council of San Diego Fair Housing and Tenant -Landlord Education Services n/a $38,000 19 City of National City - Community Development Department CDBG Program Administration n/a $78,499 TOTAL FOR PROGRAM ADMINISTRATION $221,499 Resolution No. 2009-87 Page 2 of 3 EXHIBIT "A" FISCAL YEAR 2009-2010 HOME INVESTMENT PARTNERSHIPS ACT (HOME) PROGRAM (Page 1 of 1) FY 2009- 2010 HOME PROGRAM ESTIMATED ENTITLEMENT $645,850 AGENCY NAME ACTIVITY NAME NUMBER TO BENEFIT FROM THE ACTIVITY HOME FUNDING REQUEST AFFORDABLE HOUSING ACTIVITIES 1 City of National City - Community Development Department First Time Homebuyer Program 10 Households $360,000 2 City of National City - Community Development Department Rehabilitation Program 8 Households $124,387 3 City of National City - Community Development Department Community Housing Development Organization Set - Aside n/a $96,878 4 City of National City - Community Development Department HOME Program Administration n/a $64,585 TOTAL HOME ACTIVITIES AND ADMINISTRATION $645,850 Resolution No. 2009-87 Page 3 43 EXilllil i' "A" Passed and adopted by the Council of the City of National City, California, on April 21, 2009 by the following vote, to -wit: Ayes: Councilmembers Morrison, Parra, Sotelo-Solis, Van Deventer, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2009-87 of the City of National City, California, passed and adopted by the Council of said City on A. ' 2009. * 4'1 City Jerk of the City of ational City, California By: Deputy City of National City, California COUNCIL AGENDA STATEMENT ft....MEETING DATE April 21, 2009 AGENDA ITEM NO. 22 (IEM TITLE RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY APPROVING THE FISCAL YEAR (FY) 2009-2010 ANNUAL ACTION PLAN FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AND HOME INVESTMENT PARTNERSHIP ACT (HOME) PROGRAMS PREPARED BY Carlos Aguirre X DEPARTMENT Community Development Dep. (Ext. 4391) Housing and Grants Division EXPLANATION Upon the conclusion of Public Hearing No.4, the City Council will consider the adoption of the attached resolution approving the FY 2009-2010 Annual Action Plan. The Annual Action Plan (AAP) addresses the housing and community development needs assessed in the City's 5-Year Consolidated Plan for FY's 2005-06 through 2009-10, adopted by the City Council in May 2005. The AAP includes a listing of all proposed projects/activities to be undertaken in FY 2008- 2009 (July 1, 2008 - June 30, 2009) utilizing CDBG and HOME program funding. Environmental Review J NIA Financial Statement The estimated amount of funding available for Community Development Block Grant - Home Investment Partnership Program STAFF RECOMMENDATION Adopt attached resolution. BOARD 1 COMMISSION RECOMMENDATION Not applicable to this report. Approved By Cton. Finance Direct r FY 2009-2010 for each program is as follows: $1,107,495 Account No. 30I-0o00-34416 - $645,850 Apr- es so - 1 ATTACHMENTS ( Listed Below) Resolution No. Attachment 1: Summary of FY 2009-2010 CDBG and HOME Program Funding Recommendations A-200 (9/99) OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Della, CMC - City Clerk 619-336-4228 phone • 619-336-4229 fax April 19, 2009 Ms. Cecilia Kirk Christmas in July National City 2101 Hoover Avenue National City, CA 91950 Dear Ms. Kirk, On April 15th, 2010, a Subrecipient Agreement was entered between the City of National City and Christmas in July National City. We are enclosing for your records a fully executed original agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosure cc: Housing & Grants Department