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HomeMy WebLinkAbout2010 CON Environmental Health Coalition - CDBG 10-11 Sub-RecipientSUBRECIPIENT AGREEMENT By and Between the City of National City and the Environmental Health Coalition for Making National City "HealthyHomes" Energy Efficient THIS AGREEMENT, entered this 1 •` day of A 'GP ET , 2010 by and between the City of National City (herein called the "Grantee") and the Environmental Health Coalition (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, Making National City "Healthy Homes" Energy Efficient 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 Obiective 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 day of July. 2010 and end on the 30`h day of June of 2011 in the case of Public Services and in the case of Capital Improvements end on June 30, 2012. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Subrecipient remains in control of CDBG funds or other CDBG assets, including program income. III. BUDGET Any indirect costs charged must be consistent with the conditions of Paragraph VII (C)(2) of this Agreement. Subrecipient shall adhere to the budget breakdown, attached as Exhibit B and incorporated herein. Both the Grantee and the Subrecipient must approve any amendments to the budget in writing. Subrecipient Agreement Page i of 14 IV. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed Sixtv-Six Thousand Nine Hundred and Eiciht Dollars ($66.908.00). Drawdowns for the payment of eligible expenses shall be made against the line item budgets specified in Paragraph III herein and in accordance with performance. Expenses for general administration shall also be paid against the line item budgets specified in Paragraph III and in accordance with performance. Payments may be contingent upon certification of the Subrecipient's financial management system in accordance with the standards specified in 24 CFR 84.21. V. NOTICES Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this contract shall be directed to the following contract representatives: Grantee Subrecipient Contact Person: Carlos Aguirre Contact Person: Diane Takvorian Organization: City of National City Organization: Environmental Health Coalition Address: 1243 National City Boulevard National City, CA 91950-4301 Address: 2727 Hoover Ave Suite 202 National City, Ca, 91950 Telephone: (619) 336-4391 Telephone: 619-474-0220 ext. 112 Email: caguirre@nationalcityca.gov Email: DianeT@environmentalhealth.org VI. GENERAL CONDITIONS A. General Compliance: The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. "Independent Contractor": Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Subrecipient is an independent contractor. C. Hold Harmless: The Subrecipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Subrecipient's performance or nonperformance of the services or subject matter called for in this Agreement. Subrecipient Agreement Page 2oflt D. Workers' Compensation: The Subrecipient shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the Grantee and its elected officials, officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the Grantee or its elected officials, officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the Grantee under this Agreement. Insurance & Bonding: The Subrecipient, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies attached as Exhibit F: ❑ 1. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. 2. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). 3. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. 4. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of subrecipient's employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the Grantee. Said endorsement shall be provided prior to commencement of work under this Agreement. 5. The aforesaid policies shall constitute primary insurance as to the Grantee, its officers and employees, so that any other policies held by the Grantee shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the Grantee of cancellation or material change. 6. Said policies, except for the professional liability and workers' compensation policies, shall name the Grantee and its elected officials, officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. 7. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the Subrecipient shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. 8. Any aggregate insurance limits must apply solely to this Agreement. 9. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the National City Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. 10. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the National City Risk Manager. If the Subrecipient does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the Grantee may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 11. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the Grantee. The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall Subrecipient Agreement Page 3of14 purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Grantee. The Subrecipient shall comply with the bonding and insurance requirements of 24 CFR 84.31 and 84.48, Bonding and Insurance. F. Grantee Recognition: The Subrecipient shall insure recognition of the role of the Grantee in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. G. Amendments: The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Subrecipient from its obligations under this Agreement. The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient. H. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this Agreement if the Subrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of funds provided under this Agreement; or 4. Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect. The Grantee shall have the right, in accordance with 24 C.F.R. 85.43, to terminate this Agreement immediately or withhold payment of invoice for failure of the SUB -RECIPIENT to comply with the terms and conditions of this Agreement. Should the Grantee decide to terminate this Agreement, after a full evaluation of all circumstances has been completed, the Subrecipient 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 Subrecipient has violated the terms and conditions of this Agreement, the Subrecipient 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 Manaaement 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," "E," and "F" attached and incorporated herein. C. Reporting and Pavment 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. Pavment 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 6of14 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"E", 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 it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions: The Subrecipient will include the provisions of Paragraphs X.A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors. C. Employment Restrictions 1. Prohibited Activity: The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. 2. Labor Standards: The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Grantee for review upon request. The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the Grantee pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the - payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 3. "Section 3" Clause a. Compliance: Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance provided under this contract and binding upon the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors. Failure to fulfill these requirements shall subject the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements. The Subrecipient further agrees to comply with these "Section 3" requirements and to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very low-income residents of Subrecipient Agreement Page 9 of 14 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. Lobbvina: 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 t t 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 RorYMorrison Mayor, City of National City ARPAOVED AS TO FORM Clabdia G. Sil City Attorney ATTEST Micha I Dalla City Clerk Environmental Health Coalition Diane Takvorian Executive Director Subrecipient Agreement Page 14 of 14 EXHIBIT A SCOPE OF SERVICES 1. The Making National City's "Healthy Homes" Energy Efficient program consists of the following activities: Overall Project Goal (Please list any additional goals or objectives on another page.) To improve the housing quality and affordability of 50 privately owned rental units occupied by low-income residents by increasing their energy efficiency. Objective #1' Recruit 50 privately owned rental units to participate in the Energy Efficiency project. • EHC will review the list of 198 complete units that previously participated in the National City' 'Healthy Homes" and prioritize those that did not previously received weatherization. • EHC will then attempt to contact the owners to encourage them to enroll their rental units into our project and then schedule energy efficiency assessments with the participating rental units. (It is possible that the original tenants have moved, but the owner is still interested in participating. In this case the tenant will receive healthy homes information in addition to the energy efficiency work.) EHC will first attempt to contact potential landlords by phone to schedule a visit to explain program, and provide rehabilitation counseling to offer other energy retrofit programs to the landlord that will complement the work done through this grant program (rebates, SDG&E, etc and assistance in filling out applications any forms, if needed. Our goal will be to convince landlords of importance to do additional energy retrofits to improve living conditions and to retain tenants. • EHC will first attempt to contact potential rental occupants by phone, but may have to make home visits to schedule the energy audit. Objective 42 Provide energy efficiency assessments and rehabilitation counseling for the 50 recruited rental units. An energy efficiency assessment consists of: • a physical inspection of the unit using a standard assessment tool by EHC staff and community promotoras; • brief overview of healthy homes information previously provided; • education on reading a utility bill, understanding their energy use, and conserving energy; (we will request authorization to allow us to review their SDG&E energy use records) • information on the relationship between energy use/generation and climate change; • energy efficiency incentives (e.g., light bulbs, low -flow shower head); • a customized energy savings plan based on the assessment; • EHC will re -verify income eligibility and complete the enrollment process. • Up to 90 energy efficiency assessments may be completed in anticipation of units that may cancel Objective #3 Refer 50 recruited rental units to the MAAC Project for minor energy efficiency retrofits and weatherization/rehab work. EHC will • Help participants complete the MAAC Project application • Serve as a Tenant and Landlord Liaison between the participant and/or landlord and the MAAC Project during the grant period • Obtain a copy of MAAC Project's Weatherization Scope of Work and provide copy to City of National City • Obtain a copy of agreement between Landlord and MAAC for 50 rental units; units to be weatherized by MAAC do not have to be completed during grant period. A copy of the weatherization agreement between landlord and MAAC for 50 rental units is acceptable. 'Objective #4 Follow up with the 50 recruited rental units approximately 3 months after the completion of the weatherization/ rehabilitation work is completed. The follow-up visit will include the following: • A quality assurance questionnaire • A review of their energy savings plan - record successes, obstacles • Follow up on referrals (did they receive additional services, which ones, were they satisfied with the service) • An incentive for participating in the follow-up visit 2. The following lists the staff and time commitments to be allocated to activity listed above. Staff Member Name and Title Hours Allocated Leticia Ayala, Associate Director of Programs (Project Manager) 362 Sylvia Leon, Community Organizer (Project Coordinator) 597 Francisca Jimenez, Program Assistant 379 3. Billing Method: Monthly X Quarterly 4. List the type of supporting documentation to be provided: • Energy Assessment Form • Energy Saving Plan • Copies of recruitment materials • Participant contact log (name, phone number, address of attempted and completed contacts and outcome of contact, e.g. participant no longer at address, recruitment meeting scheduled, energy assessment scheduled, energy assessment completed, etc. • Income verification, applications, and other enrollment forms • MAAC Project's weatherization/minor rehab Scope of Work completed by MAAC Project • Copies of completed quality assurance questionnaires • Record from SDG&E of energy use (from month prior to first visit to last month of project period) • Evidence of expenditures 5. List the major/key activity milestones: Major Activity Milestones Month 1 2 3 4 5 6 7 8 9 10 11 112 Hire Staff Program Implementation (recruitment) X X X Provide Program Services (first visit) X X X X X X X X Provide Program Services (follow up visit) X X X X X X X X Agency Name: Activity Name: EXHIBIT B BUDGET ENVIRONMENTAL HEALTH COALITION HEALTHY HOMES ENERGY EFFICIENCY Description CDBG BUDGET OTHER RESOURCES TOTAL BUDGET 1) Personnel (Direct labor) Associate Director 11,930 11,930.00 Project Manager 11,278 11,278.00 Community Organizer 7,061 7,061.00 2) Fringe Benefits 8,173 8,173.00 3) Travel -mileage Mileage 1,600 1,600.00 4) Supplies and Materials Materials Duplication 5,910 250 5,910.00 250.00 5) Sub Contracts Promotoras 7,800 7,800.00 6) Sub Total for Direct Costs 54,002 54,002 7) Indirect Costs (Overhead) 12,906 12,906.00 TOTAL 66,908 I $ - $ 66,908 Exhibit C Board of Directors By -Laws ENVIRONMENTAL HEALTH COALITION BOARD OF DIRECTORS 2009-2010 Officers President Margaret Godshalk National School District National City Resident Vice -President Clarice Gaylord, PH.D. U.S. EPA, Retired Secretary/Treasurer Dan McKirnan Community Leader Chula Vista Community Action Team President Emeritus Beatriz Barraza Community Leader Board of Directors David DiDonato Community Leader Chula Vista Community Action Team Lorena Gonzalez AFL CIO ( SD Labor Council) Ruth Heifetz, MD, MPH UCSD School of Medicine Carmen Gutierrez Community Leader National City Sharon Kalemkiarian, Esq. Ashworth, Blanchet. Christensen and Kalemkiarian Yeni Linqui EHC Staff Representative Maria Martinez Community Leader Barrio Logan Enrique Medina Alliance Consulting International Jose Medina Community Leader National City BYLAWS OF THE ENVIRONMENTAL HEALTH COALITION a California Nonprofit Public Benefit Corporation ARTICLE 1. OFFICES SECTION 1. PRINCIPAL OFFICE The principal office of the corporation for the transaction of its business is located in San Diego County, California. SECTION 2. CHANGE OF ADDRESS The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of ad- dress shall not be deemed an amendment of these Bylaws: DATED: , 19 DATED: , 19 DATED: ; 19 SECTION 3. OTHER OFFICES The corporation may also have offices at such other places, within or with- out the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate. ARTICLE 2. PURPOSES SECTION 1. OBJECTIVES AND PURPOSES The primary objectives and purposes of this corporation shall be: To integrate the work of all groups that are concerned with environmental and occupational causes of disease in the health care system; To generate public discussion on the environmental and occupational causes of disease;and To increase the awareness of health care professionals of the environmental and occupational causes of diseases and their impacts on the treatment of disease. The Environmental Health Coalition will accomplish these purposes by means of the following objectives: Development and implementation of educational programs to inform citizens 1 of the problems related to toxic substances. .Development and implementation of educational programs to instruct•health professional as to the relationship of toxic substances to serious illness. Development of research regarding hazardous waste and toxic substances in San Diego County. Development of a coalition of groups, organizations and individuals com- mitted to responsible toxic substance control. ARTICLE 3. MEMBERS SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS The corporation shall have only two classes of members, organizational and individual. No member shall hold more than one membership in the corpor- ation. Except as expressly provided in or authorized by the Articles of Incor- poration or Bylaws of this corporation, all memberships shall have the same rights, privileges, restrictions and conditions. SECTION 2. QUALIFICATIONS OF MEMBERS Any individual or organization concerned with the specific purposes of the corporation is qualified to become a member of this corporation. SECTION 3. ADMISSION. OF MEMBERS Applicants shall be admitted.to membership on making application therefor in writing and payment of their first annual dues, as specified in the following sections of this Bylaw. SECTION 4. FEES, DUES AND ASSESSMENTS (a) The annual dues payable to the corporation by members shall be in such amount as determined by resolution of the Board of Directors. (b) Memberships shall be nonassessable. SECTION 5. NUMBER OF MEMBERS There is no limit on the number of members the corporation may admit. SECTION 6. MEMBERSHIP BOOK The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation's principal office and shall be available for inspection by any Director or member of the corporation during regular business hours. SECTION 7. NONLIABILITY OF MEMBERS A member of this corporation is not, as such, personally liable to the debts, liabilities, or obligations of the corporation. SECTION 8. NONTRANSFERABILITY OF MEMBERSHIPS No member may transfer for value a membership or any right arising there- from. All rights of membership;cease upon the member's death. SECTION 9. TERMINATION OF MEMBERSHIP (a) Grounds for Termination. The membership of a member shall terminate upon the occurrence of any of the following events: (1) Upon hi.s or her notice of such termination delivered to the Pres- ident or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail. (2) Upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or pur- poses of the corporation. (3) Upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30)-day period following the member's receipt of the written notification of delinquency. (b) Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (a)(2) of this section, the following pro- cedure shall be implemented: (1) A notice shall be sent by first-class or registered mailto the last address of the member as shown on the corporation's records, setting forth the expulsion and the reasons therfor. Such notice shall be sent at least fifteen (15) days before theproposed effective date of the expulsion. (2) The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the Board of Directors in accordance with the quorum and voting rules set forth in these Bylaws applicable to the meetings of the Board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion. (3) Following the hearing, the Board of Directors shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final. (4) Any person expelled from the corporation shall receive a refund of dues already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment. SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIP 3 All rights of a member'in the corporation shall cease on termination of membership as herein provided. ARTICLE 4. MEETINGS OF MEMBERS SECTION 1. PLACE OF MEETINGS Meetings of members shall be held at the principal office of the corporation or at such other place or places within or without the State of California as may be designated from time to time by resolution of the Board of Directors. SECTION 2. ANNUAL AND OTHER REGULAR MEETINGS The members shall meet annually on the fourth Wednesday of May in each year, at 4:00 P.M., for the purpose of electing Directors and transacting other business as may come before the meeting. Cumulative voting for the election of Directors shall not be permitted. Voting shall be carried out as designated in Article 4 Section 7 of these Bylaws, with voting being by ballot only. The annual meeting of members for the purpose of electing Directors shall be deemed a regular meeting and any reference in these Bylaws to regular meetings of members refers to this annual meeting. Other regular meetings of the members shall be held on the fourth Wednesday of each month, at 4:00 P.M. SECTION 3. SPECIAL MEETINGS OF MEMBERS (a) Persons Who May Call Special Meetings of Members. Special meetings of the members shall be called by the Board of Directors, the Chairperson of the Board, or the President of the corporation. In addition, special meetings of the members for the purpose of the removal of Directors and election of their re- placements may be called by five percent (5%) or more of the members. SECTION 4. NOTICE OF MEETINGS (a) Time of Notice. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Sec- retary or the corporation not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote thereat. (b) Manner of Giving Notice. Notice of a members' meeting or any report shall be given either personally or by mail or other means of written communica- tion, addressed to the member at the address of such member appearing on the books of the corporation or given by the member to the corporation for the purpose of notice; or if no address appears or is given, at the place where the principal office of the corporation is located or by publication of notice of the meeting at least once in a newspaper of general circulation in the county in which the principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. (c) Contents of Notice. Notice of a membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the gen- eral nature of the business to be transacted, and no other business may be trans- 4 acted, or (2) in the case of a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the members. Sub- ject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action. The notice of any meeting of membersat which Directors are to be elected shall include the names of all those who are nominees at the time notice is given to members. (d) Notice of Meetings Called by Members. If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be sub- mitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail or by telegraph to the Chairperson of the Board, President, Vice -President or Secretary of the corporation. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held, stating the date of the meeting. The date for such meeting shall be fixed by the Board and shall not be less than ten (10) nor more than ninety (90) days after the re- ceipt of the request for the meeting by the officer. If the notice is not given within five (5) days after the receipt of the request, persons calling the meeting may give the notice themselves. (e) Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present in person, and if, either before or after the meeting, each of the persons entitled to vote, not present in person, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (f) of this section, the waiver of notice or consent shall state the general nature of the proposal. (f) Special Notice Rules for Approving Certain Proposals. If action is pro- posed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice: (1) Removal of directors without cause; (2) Filling of vacancies on the Board by the members; (3) Amending the Articles of Incorporation; and (4) An election to voluntarily wind up and dissolve the corporation. SECTION 5. QUORUM FOR MEETINGS A quorum shall consist of 0ne-Third (33%) of the voting members of the cor- poration. The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of of the members required to constitute a quorum. 5 When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the, business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken of the time a place of the adjourned meeting. Notice of the adjourned meeting shall be required, however, if the adjournment is for more than forty- five (45) days from the date of the original meeting. In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the votes represented in person at the meeting, but no other business shall be transacted at such meeting. Notwithstanding any other provision of this Article, if this corporation authorizes members to conduct a meeting with a quorum of less than one-third (1/3) of the voting power, then, if less than one-third (1/3) of the voting power actually attends a regular meeting, in person, then no action may be taken on a matter unless the general nature of the matter was stated in the notice of the regular meeting. SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION Every act or decision done or made by a majority of voting members present in person at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation of this corporation, or these Bylaws require a greater number. SECTION 7. VOTING RIGHTS Each individual member is entitled to one vote and each organizational is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by ballot. SECTION 8. PROXY VOTING Members entitled to vote shall not be permitted to vote or act by proxy, and no provision in the Bylaws referring to proxy voting shall be construed to permit any member to vote or act by proxy. SECTION 9. CONDUCT OF MEETINGS Meetings of members shall be presided over by the Chairperson of the Board, or, if there is no Chairperson, by the President of the corporation or, in his or her absence, by the Vice -President of the corporation or, in the absence of all of these persons, by the Chairperson chosen by a majority of the voting members, present in person. The Secretary of the corporation shall act as Secretary of all meetings of members, 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 Roberts' Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with any provisions of law. SECTION 10. ACTION BY WRITTEN BALLOT WITHOUT A MEETING 6 Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to every member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 4(b) of this Article. All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the corporation in order to be counted. Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of ap- provals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Directors may be elected by written ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots ar mailed or delivered. If any such ballots are marked "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld, they shall not be counted as votes either for or against the election of a Director. A written ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs first. SECTION 11. REASONABLE NOMINATION AND ELECTION PROCEDURES This corporation shall make available to members reasonable nomination and election procedures with respect to the election of Directors by members. Such procedures shall be reasonable given the nature, size and operations of the cor- poration, and shall include: (a) A reasonable means of nominating persons for election as Directors. (b) A reasonable opportunity for nominee to communicate to the members the nominee's qualification's and the reasons for the nominee's candidacy. (c) A reasonable opportunity for all nominees to solicit votes. (d) A reasonable opportunity for all members to choose among the nominees. Upon the written request by any nominee for election to the Board and the payment with such request of the reasonable costs of mailing (including postage) the corporation shall, withing ten (10) business days after such request (provided payment has been made) mail to all members or such portion of them that the nom- inee may reasonably specify, any material which the nominee shall furnish and which is reasonably related to the election, unless the corporation within five (5) business days after the request allows the nominee, at the corporation's option, the right to do either of the following: (1) inspect and copy the re- cord of all member's names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand upon the corporation, which demand shall state the purpose for which the inspection rights are requested; or (2) obtain from the Secretary, upon_written demand and payment of a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors, as of the most.recent record date for which it has been compiled or as of any date specified by the nominee subsequent to the date of demand. The demand shall state the purpose for which the list is re- quested and the membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled. If this corporation publishes any material soliciting votes for any nominee for Director in any publication owned or controlled by the corporation, it shall make available to all other nominees, in the same issue of the publication, an equal amount of space, with equal prominence, to be used by the other nominees for a purpose reasonably related to the election. Generally, any person who is qualified to be elected to the Board of Directors shall be nominated at the annual meeting of members held for the purpose of e- lecting Directors by any member present at the meeting in person. However, if the corporation has five hundred (500) or more members, any of the additional nomi- nation procedures specified in subsections (a) and (b) of Section 5521 of the California Nonprofit Corporation Law may be used to nominate persons for election to the Board of Directors. If this corporation has five thousand (5,000) ormore members, then the nomination and election procedures specified in Section 5522 of the California Nonprofit Corporation Law shall be followed by this corporation in nominating and electing persons to the Board of Directors. ARTICLE 5. DIRECTORS SECTION 1. NUMBER The corporation shall have seven (7) Directors and collectively they shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws. SECTION 2. POWERS Subject to the provisions of the California Nonprofit Public Benefit Corpor- ation Law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. SECTION 3. DUTIES It shall be the duty of the Directors to: 8 (a) Perform any and all duties imposed on them collectively or individually by law, by'the Articles of Incorporation of this corporation, or by these Bylaws. (b) Appoint and remove, employ and discharge, and, except as otherwise pro- vided in these Bylaws, prescribe the duties and fix the compensation, if any, of a}1 officers, agents and employees of the corporation. (c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly. (d) Meet as such times and places as required by these Bylaws. (e) Register their addresses with the Secretary of the corporation, and no- tices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof. SECTION 4. TERMS OF OFFICE Each Director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies. SECTION 5. COMPENSATION Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending Directors meetings. In addition, they shall be allowed reasonable advancement or reimburse- ment for expenses incurred in the performance of their regular duties as specified in Section 3 of the Article. Directors may not be compensated for rendering ser- vices to the corporation in any capacity other than Director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article. SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS Notwithstanding any other provision of these Bylaws, not more than forty- nine percent (490) of the persons serving on the Board may be interested persons. For the purposes of this Section, "interested persons" means either: (a) Any person currently being compensated by the corporation for services rendered i.t within the previous twelve (12) months, whether as a full- or part- time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as 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 7. PLACE OF MEETINGS Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place within or without the State of California which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only after all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors partici- pating in such meeting can hear one another. SECTION 8. REGULAR AND ANNUAL MEETINGS Regular meetings of Directors shall be held on the second (2nd) Wednesday of each month at 4;00 P.M. SECTION 9. SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Vice -President, the Secretary, or by any two Directors, and such meetings shall be held. at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation. SECTION 10. NOTICE OF MEETINGS Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone or telegraph. If sent by mail ar telegram, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company. Such notices shall be addressed to each Director at his or her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting. SECTION 11. CONTENTS OF NOTICE Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the notice. SECTION 12. WAIVER OF NOTICE AND CONSENT OF HOLDING MEETINGS The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting hied been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and pro- vided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals, shall be filed with the cor- porate records or made a part of the minutes of the meeting. SECTION 13. QUORUM FOR MEETINGS A quorum shall consist of four (4), being a majority of the Board of Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorpor- ation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, 10 and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board. When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the bus- iness to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation. SECTION 14. MAJORITY ACTION AS BOARD ACTION 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 is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, par- ticularly those provisions related to appointment of committees (Section 5212) approval of contracts or transactions in which a Director has a material finan- cial interest (Section 5233) and indemnification of Directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the Board. SECTION 15. CONDUT OF MEETINGS Meetingsof the Board of Directors shall be presided over by the Chair- person of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation 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 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 Roberts' Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law. SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING Any action required or permitted to be taken by the Board of Directors under any provision of law 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 the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority. SECTION 17. VACANCIES Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any Director, and (2) whenever the number of authorized Directors is increased. The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law. If this corporation has any members, then, if the corporation has less than fifty (50) members, Directors may be removed without cause by a majority of all members, or, if the corporation has fifty (50) or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present. Any Director may resign effective upon giving written notice to the Chair- person of the Board, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resig- nation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General. Vacancies on the Board may be filled by a majority of Directors then in office, whether or not less than a quorum, or by a sole remaining Director. The members of the corporation may elect a Director at any time to fill any vacancy not filled by the Directors. A person elected to fill a vacancy as provided in this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office. SECTION 18. NON-L1ABILITY OF DIRECTORS The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. SECTION 19. 1NDEMNiFICATION 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, administrative or investigative proceeding brought to procure a judment against such person 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 indemnified 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 judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accord- ance with the requirements of Section 5238 of the California Nonprofit Public Benefit Corporation Law. 12 SECTION 20. INSURANCE FOR CORPORATE AGENTS The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (in- cluding a Director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law related 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 of 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 of the California Nonprofit Public Benefit Corporation Law. ARTICLE 6. OFFICERS SECTION 1. NUMBER OF OFFICERS The officers of this corporation shall be a President, a Secretary and a chief financial officer who shall be designated the Treasurer. The corpor- ation may also have, as determined by the Board of Directors, a Chairperson of the Board, one or more Vice -Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board. SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE Any person may serve as officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor ahall be elected and qualified, whichever occurs first. SECTION 3. SUBORDINATE OFFICERS The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors. SECTION 4. 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 Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary 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 Directors related to the employment of any officer of the corporation. 13 SECTION 5. VACANCIES Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in the offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine. SECTION 6. DUTIES OF 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 lncooporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as other wise expressly provided by law, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. SECTION 7. 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 -President 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 prescirbed by the Board of Directors. SECTION 8. DUTIES OF SECRETARY The Secretary shall: Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or other wise altered to date. Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice therof was given, the namesof those present or represented at the meeting, and the proceedings thereof. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these Bylaws. 114 Keep at the principal office of the corporation a membership book con- taining the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therfor, the Bylaws, the 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 Directors. SECTION 9. DUTIES OF TREASURER Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds, ' the Treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. Disburse or cause to be disbursed the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such dis- bursements. Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. Prepare, or cause to be prepared, and certify, or caused to be certified, the financial statements to be included in any required reports. In general, perform all duties incident to the office of Treasurer and such other duties as maybe required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. SECTION 10. COMPENSATION The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation, provided, however, that such compensation paid a Director for serving as an officer of this corporation shall only be allowed if permitted under the provision of ARTICLE 5, Section 6, of these Bylaws. In all cases, any salaried received by officers of this corporation shall be reasonable and given in return for services actually rendered the corporation which relate to the performance of the charitable or public purpose of this corporation. ARTICLE 7. COMMITTEES SECTION 1. EXECUTIVE COMMITTEE The Board of Directorsmay, by a majority vote of Directors then in office, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board i.n the management of the business and affairs of the corporation, except with respect to: (a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members. (b) The filling of vacancies on the Board or on any committee which has the authority of the Board. (c) The fixing of compensation of the Directors for serving on the Board or on any committee. (d) The amendment or repeal of any resolution df the Board which by its express terms is not so amendable or repealable. (e) The amendment or repeal of Bylaws or the adoption of new Bylaws. (f) The appointment of committees of the Board or the members, thereof. (g) The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected. (h) The approval of any transaction to which this corporation is a party and in which one or more of the Directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law. By a majority vote of its members then in office, the Board may at any time -revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceeding, cause them to be filed with corporate records, and report the same to the Board from time to time as the Board may require. SECTION 2. OTHER COMMITTEES The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees. SECTION 3. MEETINGS AND ACTION OF COMMITTEES Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the condut of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws. ARTICLE 8. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS SECTION 1. EXECUTION OF INSTRUMENTS The Board of Directors, except as other wise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or 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. SECTION 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 Treasurer and countersigned by the President of the corporation. SECTION 3. DEPOSITS All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. SECTION 4. GIFTS The Board of Directors may accept on behalf of the corporation any contribu- tion, gift, bequest, or device for the charitable or public purposes of this corporation. ARTICLE 9. CORPORATE RECORDS, REPORTS AND SEAL SECTION 1. MAINTENANCE OF CORPORATE RECORDS The corporation shall keep at its principal office in the State of California: (a) .Minutes of all meetings of Directors, committees of the Board, and of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings therof. (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses. (c) A record of its members, indicating their names and addresses and t-he class of membership held by each member and the termination date of any member- ship. (d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours. 17 SECTION 2. CORPORATE SEAL The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the sealto corporate instruments, however, shall not affect the validity of any such instrument. SECTION 3. DIRECTOR'S INSPECTION RIGHTS Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation. SECTION 4. MEMBERS' INSPECTION RIGHTS Each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member: (a) To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon (5) business days' prior wirtten demand on the corporation, which demand shall state the purpose for which the inspection rights are requested. (b) To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled. (c) To inspect at any reaonsable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand on the corporation by the member, for a purpose reasonably related to such person's interests as a member. SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts. SECTION 6. ANNUAL REPORT The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all Directors of the corporation and, if this corporation has members, to any member who requests it in writing, which report shall contain the following information in appropriate detail: (a) The assets and liabilities, including the trust funds, of the corpor- ation as of the end of the fiscal year. (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year. (c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year. (d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year. (e) Any information required by Section 7 of this Article. The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. If this corporation has more than one hundred (100) members or more than ten thousand dollars ($10,000) in assets at any time during the fiscal year, this corporation shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer, as specified by the above provisions of this Section relating to the annual report. SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS Because this corporation has members and provides them with an annual report to all members according to the provisions of Section 6 of this Article, then such annual report shall include the information required by this Section. If an annual report is not required to be sent to the members, then this corporation shall mail or deliver to all members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind: (a) Any transaction in which the corporation, or its parent or its sub- sidiary was a party, and in which either of the following had a direct or indirect material financial interest: (1) any director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or (2) any holder of more than ten percent (10%) of the voting power of the corporation, its parent or its subsidiary. The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than forty thousand dollars ($40,000) or which was one of a number of transaction with the same person involving, in the aggregate, more than forty thousand dollars ($40,000). Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the previous fiscal year to any Director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law. 19 Any statement required by this Section shall breifly describe the names of the interested persons involved in such transactions, stating each person's relationship to the corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated. ARTICLE 10. FISCAL YEAR SECTION 1. FISCAL YEAR OF THE CORPORATION The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year. ARTICLE 11. BYLAWS SECTION 1. AMENDMENT Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows: (a) subject to the power of the members, to change or repeal them, by approval of the Board of Directors unless the Bylaw amendment would materially and adversely affect the rights of members, as to voting or trasfer, provided, however, if this corporation has admitted any members, then a Bylaw specifying or changing the fixed number of Directors, or changing from a fixed to variable Board or vice versa, may not be adopted, amended, or repealed except as provided in subparagraph (b) of this section. ARTICLE 12. AMENDMENT OF ARTICLES SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS Before any members have been admitted to the corporation, any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors. SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS After members, have been admitted to the corporation, amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by the approval of the members of this corporation. SECTION 3. CERTAIN AMENDMENTS Notwithstanding the above Sections of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Directors of this corporation nor the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the corporation has filed a '!Statement by a Domestic Non-Proft Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law. 20 ARTICLE 13. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS No member, Director, officer, employee, or other persor 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 or reasonable compensation for services performed 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 th Bobrd 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 dis- solution of the corporation. All members, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise. 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 the Environmental Health Coalition, a California nonprofit corporation, 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 21 pages, as the Bylaws of this corporation. Dated: 16/ id lqz. "Z z`Ltd, /z/ o CERTIFICATE This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporationin the date set forth above. Dated: 9 11)—(1'Y Secretary EXHIBIT D TECHNICAL ASSISTANCE MATERIALS The Sub -recipient attended the Community Development Block Grant (CDBG) Technical Assistance Non -Profit Workshop held on May 26, 2010 and received the following items: 1. Playing by the Rules, A Handbook for CDBG Sub -recipients on Administrative Systems 2. OMB Circular No. A-122: Cost Principals for Non -Profit Organizations 3. Quarterly/Annual Performance Reporting Form (updated format) 4. A Comprehensive Compliance and Performance Monitoring Checklist 5. Expenditure Reimbursement Claim Form (updated format) 6. Qualifying Beneficiary Intake Data Form (updated format) 7. Sample Sub -recipient Agreement and Exhibits (Scope of Services, Budget, Board of Directors and By-laws, Affirmative Action Policy and Insurance Requirements) 8. Orientation on meeting CDBG National Objectives The workshop and reference documents will assist the Sub -recipient to understand U.S Department of Housing and Urban Development and City of National City rules, regulations, and reporting requirements. The Grantee also reviewed CDBG regulations under Title 24 and the CDBG webpage on the HUD website: http://www.hud.gov/offices/cpd/communitydevelopment/programs/entitlement EXHIBIT E AFFIRMATIVE ACTION POLICY 1. Provision of Program Services a. Subrecipient 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. Subrecipient 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. Subrecipient 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. Subrecipient, 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 Subrecipient has previously discriminated against persons on the grounds of race, religion, color, national origin, sex, sexual preference or handicap, the Subrecipient must take affirmative action to overcome the effects of prior discrimination. f. Even in the absence of such prior discrimination, a Subrecipient 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 Subrecipient 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. 9• A Subrecipient 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 7. 1. (a. through h.), nothing contained herein shall be construed to prohibit any Subrecipient 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. Subrecipient shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, or handicap. Subrecipient 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. Subrecipient agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. b. Subrecipient shall, in all solicitations or advertisements for employees placed by or on behalf of Subrecipient, state that all qualified applications will receive consideration for employment without regard to race, color, religion, sex, national origin, age, or handicap. c. Subrecipient 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 Subrecipient'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. Subrecipient 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. Subrecipient 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 Subrecipient'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 Subrecipient 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. 9• Subrecipient 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. Subrecipient 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 Subrecipient becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CDC, Subrecipient may request the United States to enter into such litigation to protect the interests of the United States. h. Subrecipient 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). Subrecipient 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 sea.). 3. Remedies: In the event of Subrecipient'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 Subrecipient 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 Requirements ACORD CERTIFICATE OF LIABILITY INSURANCE OP ID SD ENVIRO2 DATE (MMIDDIYYYY) 07/12/10 PRODUCER Wateridge Insurance Services 10717 Sorrento Valley Rd. San Diego CA 92121 Phone:858-452-2200 Fax:858-452-6004 INSURED Environmental Health Coalition 2727 Hoover Avenue Suite 4202 National City CA 91950 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURER A: North American Elite In, Co. INSURERS: INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 13 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I NSR LTR AUD'L NSRC TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMID0fn) DATE (MMIDDIYY) TRAM LIMITS A X GENERAL LIABILITY COMMERCIALGENERALLIABILITY 201001687NPO 05/13/10 05/13/11 EACH OCCURRENCE $ 1 , 000 , 000 X plows s(Eaoccurence) $500,000 CLAIMS MADE X OCCUR MED EXP (Any one person) $20,000 PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS- COMP/OP AGO $ 3,000,000 POLICY JECT LOC A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 201001687NP0 05/13/10 05/13/11 (Eaaccident)MNED GLELIMIT CO accident) $ 1+ 000 000 r BODILY INJURY (Per person) $ X BODILY INJURY (Per arridnnt) $ X PROPERTY DAMAGE (Per Emollient) $ GARAGE __ LIABILITY ANYAUTO AUTO ONLY- EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGO $ A EXCESSIUMBRELLA LIABILITY OCCUR CLAIMSMADE DEDUCTIBLE RETENTION $10,000 20101687UMB 05/01/10 05/13/11 EACH OCCURRENCE $ 1 , 000 , 000 X AGGREGATE $1,000,000 $ $ X $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTN EVEXECUTWE OFFICER/MEMBER EXCLUDED? II yes, describe under SPECIAL PROVISIONS below 1TWCY A1I1T5- rat E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L, DISEASE - POLICY LIMIT $ A A OTHER BUS PER PROP BUS INCOME W/EE CWB000063307 CWB000063307 05/13/10 05/13/10 05/13/11 05/13/11 CONTENTS 307,842 ALS 18 MO DESCRIPTION OF OPERATIONS I LOCATIONS! VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS *EXCEPT 10-DAYS NOTICE OF CANCELLATION FOR NON-PAYMENT OF PREMIUM. THE CERTIFICATE HOLDER, ITS ELECTED OFFICIALS, OFFICERS, AGENTS & EMPLOYEES ARE NAMED ADDITIONAL INSURED WITH RESPECT TO GENERAL LIABILITY PER CG2010 07/04. CERTIFICATE HOLDER CANCELLATION NAT1002 CITY OF NATIONAL CITY ATTN: CITY ATTORNEY'S OFFICE 1249 NATIONAL CITY BLVD. NATIONAL CITY CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPREEENTA ACORD 25 (2001108) ®ACORD CORPORATION 1988 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG20100704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED 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): 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. Location(s) Of Covered Operations All Insured premises and operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional Insured the person(s) or organization(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: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. CG 2010 07 04 B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished In connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. 0 ISO Properties, Inc., 2004 Page 1 of 1 D STATE ti.+7anPEP.15ATaCik tNSUR ,N1 FUND ISSUE DATE; 07-13-2010 POLICYHOLDER COPY P.O. BOX 420807, SAN FRANCISCO,CA 94142-0807 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91E50-4301 SD GROUP: POLICY NUMBER: 0663561-2010 CERTIFICATE ID: 20 CERTIFICATE EXPIRES: 04-01-2011 04-01-2010/04-01-2011 THIS CERTIFICATE SUPERSEDES AND CORRECTS CERTIFICATE A 9 DATED 04-01-2010 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. horized Representative ate." Interim President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #0015 ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE 2004-04-01 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. NAME OF ADDITIONAL INSURED: CITY OF NATIONAL CITY ENDORSEMENT #2570 ENTITLED WAIVER OF SUBROGATION EFFECTIVE 2010-07-13 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. THIRD PARTY NAME: CITY OF NATIONAL CITY EMPLOYER ENVIRONMENTAL HEALTH COALITION (A NON-PROFIT CORP.) DBA:ENVIRONMENTAL HEALTH COALITION 5580 PACIFIC BLVD # 203 HUNTINGTON PARK CA 90255 [TRC,CNj SD IREV.1.20101 PRINTED : 07-13-2010 RESOLUTION 2010 — 88 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE REALLOCATION OF $236,080 IN UNEXPENDED COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) ENTITLEMENT FUNDS, AND AUTHORIZING THE SUBMISSION OF THE 2010/2015 FIVE YEAR CONSOLIDATED PLAN AND THE 2010/2011 ANNUAL ACTION PLAN TO THE UNITED STATES 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 Partnerships 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 at least two Public Hearings and a 30-day public comment period to solicit input on the draft Five -Year Consolidated Plan, Annual Action Plan, and for the reallocation of entitlement funds; and WHEREAS, the City Council of the City of National City conducted a duly advertised public hearing on March 16, 2010 and May 4, 2010 to receive input from the public; and WHEREAS, the City placed the draft Five Year Consolidated Plan, the Annual Action Plan, and the intent to reallocate CDBG funds for a duly advertised 30-day public comment period on the City's website and in various City locations from March 29, 2010 to April 28, 2010; and WHEREAS, the City will incorporate any comment received during the 30-day public comment period in the final submission of said Plans; and WHEREAS, staff recommends the reallocation of unused CDBG funds, attached hereto as Exhibit "A," to supplement the funding of CDBG and HOME Program activities listed in the FY 2010-2011 Annual Action Plan, attached hereto as Exhibit "B;" and WHEREAS, the FY 2011-2015 Five -Year Consolidated Plan outlines the City's housing and non -housing community development needs and priorities over the next five years; and WHEREAS, the Annual Action Plan for FY 2010-2011 outlines how the City of National City plans to expend $1,188,660 in CDBG, and $636,617 in HOME Program funds to meet the needs and priorities established in the Five -Year Consolidated Plan; and WHEREAS, in accordance with the federal regulations at 24 CFR, Part 91, the City of National City is required to prepare and submit a Five -Year Consolidated Plan and Annual Action Plan for its Housing and Community Development Programs. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of National City hereby authorizes the reallocation of $236,080 in CBDG funds toward activities included in the FY 2010-2011 Annual Action Plan. Resolution No. 2010 — 88 Page 2 BE IT FURTHER RESOLVED, that the City Council of the City of National City authorizes the submission of FY 2011-2015 Five Year Consolidated Plan and the FY 2010-2011 Annual Action Plan for the expenditure of said funds to the U.S. Department of Housing and Urban Development (HUD). PASSED and ADOPTED this 4th day of ;y, 2010. ATTEST: Mich el R. Dalla, City Clerk APPROVED AS TO FORM: l...4—ars George H. Eiser, III City Attorney Ron Morrison, Mayor Exhibit A Final Reallocation to FY2010-2011 from Previous Year CDBG Activities HUD IDIS Fiscal Activity Year Number Activity Name 2000 302 Re nst IIat#on oaf Sreet f,ig hts 2001 335 Reinstallation of Sreet Lights* 2004 446 Code Enforcement.Pitot Program 2004 489 Street Lights 2005 491 H©using Inspection Program° 2005 497 Fire Apparatus -Radios and Equipment 2006 . 517 Housrn inspection Program 2007 538 National City Library Literacy Services 200 '540 Housing Inspection Prograr 2007 541 Code Enforcement 2 7 544 Miscellaneous Storrs Drani trrrprevements 2007 545 Beck Fire Truck 2(t07 548 Rescue Equipment 2008 554 Neighborhood Councils Program 200857 CommunityFAod Bank 2008 558 Tiny Tots 2008 562 National City Library Uteracyy Services 2008 566 Seagraves Fire Truck -Fifth Payment ZQ49 582 Christmas rri 3uly Ctean Up..;_ 2009 583 Community Food Bank- Walk in Cooler Reallocable Total Funded Drawn Amount Funds 50000.00 42320 00 ;> 7,680=00 r0 000 00 35,000.00 15,000.00 a , 50,Oti00 25,000.00 <68,938.�4 47, 000.00 :590 00 47,250.00 t20 928'98 120,928.97 50,000.00 78,453.00 2,000.00 103,232.00 10000.30 24,736.50 47, 250 D0 60 116.00 5. 0,000.00 13,000.00 TOTAL AMOUNT FOR REALLOCATION FOR FISCAL YEAR 2010-2011 43,354:00,ta5646.' 25,000.00 62,115,25 "; 6,823.f9.s; 40,161.05 6,838.95 31950.50 31,113450 44,447.79 2,802.21 42435 :44 78,493 64 100,188.13 20,740.84 49,275.44 724.6 ,........:.... 78,452.88 0.12 1.922.87 77 13. 100,530 89 2,701.11 2.880. 3 7 49.47 22,953.05 1,783.45 44,871.37 2r378,63 60,115.56 0.44 42,931.00 7,069 00. ; 13,000.00 236,079.50 Page 1 of 1 Fiscal Year 2010-2011 National City CDBG and HOME Final Allocation Exhibit B FY.2010 rogram Entitlement Of $1,1a88;6 ,1; O8Q from'previou's year CDBG ,424,740.00 CDBG PUBIC SERVICES; 1 Burn Institute Senior Fire & Burn Prevention Program/ Smoke Alarm Installation Program $ 8,000.00 2 Community Youth Athletic Center Champs For Life Youth Diversion Program $ 10,000.00 3 City of National City Community Services Department At Risk Youth Afterschool Program "Supreme Teens" $ 20,000.00 4 City of National City Community Services Department Learn to Swim $ 10,023.00 5 City of National City Community Services Department Tiny Tots $ 29,337.00 6 City of National City Public Library National City Public Library Literacy Services $ 49,600.00 7 Meals -on -Wheels Greater San Diego, Inc. Meals -on -Wheels National City $ 10,000.00 8 South Bay Community Services National City Police Department Support Services - Juvenile Diversion Program $ 20,000.00 9 Trauma Intervention Programs of San Diego County, Inc. Crisis Intervention Team $ 8,000.00 Total Public Service' ctivities - $ 164,36000 CDBG CODE ENFORCEMENT, ECONOMIC DEVELOPMENT, HOUSING REHABILITATION, INTERIM ASSISTANCE, PUBLIC' FACILITY AND INFRASTRUCTURE IMPROVEf4ENTS` Code Enforcement ' $ 94,000.00 10 City of National City- Community Development Department National City Housing Inspection Program $ 94 000.00 Economic Development $ 35,000.00 11 Southwestern Community College District (SCCD) Small Business Development & International Trade Center (SBDITC) National City Economic Development Funds Program $ 35,000.00 Housing Rehabilitation $ 66,908.00 12 Environmental Health Coalition Making National City's "Healthy Homes" Energy Efficient $ 66,908.00 Interim Assistance $ 30,000.00 13 Christmas in July * National City City Clean -Ups $ 30,000.00 Public Facility Improvements $ 538,925.00 14 City of National City- Development Services Department Soccer Field at El Toyon Park $ 238,925.00 15 international Community Foundation National City School Gardens and Urban Agriculture Initiative $ 50,000.00 16 La Maestra Clinic -National City La Maestra Dental Clinic, National City $ 25,000.00 17 National City Living History Farm Preserve, Inc. Structural Engineering Report for the Preservation of the Stein Farm Barn $ 25,000.00 $ 200,000.00 18 Sweetwater High Joint -Use Athletic Field Sweetwater Union High School District Public Infrastructure Improvements $ 275,000.00 19 City of National City -Development Services Department ADA Park Improvements $ 75,000.00 20 City of National City -Development Services Department Upgrade Substandard Pedestrian Ramps, Sidewalk, Curb, and Gutters $ 200,000.00 Total of Non -Public Service Activities $ 2,039,833.00 Page 1 of 2 Exhibit B + 'r 1. `,: n . v :? 1f 11 �= �{, £ f' tl ry nr j.3 y� S: '' stirs ATt •' tli^ �rT i�z.�-.t„ti't.Fu'` tlili\\��i.•L.il �v�}'3 iAiy ��X.k. Planning $ 26,339.00 21 Boys & Girls Club of Inland North County Boys & Girls Club Expansion Site Feasibility Study $ 11,339.00 22 City of National City- Community Services Department Neighborhood Councils Program $ 15,000.00 Administration $ 193,608.00 23 Fair Housing Council of San Diego Fair Housing and Tenant -Landlord Education Services $ 38,000.00 24 City of National City - Community Development Department CDBG Program Administration $ 155,608.00 $ 219,947.00 Total Planning and Administration FY 2010-2O HOME.inwe iren artnerships (HOME) Progr m 1tte i��,' jr� %Hr'c- ?" �'Y %"?`r �!T' 1i 6;6 7 00' 1 City of National City - Community Development Department First Time Homebuyer Program $ 296,989.00 2 City of National City- Community Development Department National City Community Housing Rehabilitation Program $ 148,645.00 3 Community HousingWorks CHDO Predevelopment Loan for Paradise Creek Affordable Housing Project $ 9,549.00 4 Community HousingWorks CHDO Set -aside Development Loan for Paradise Creek Affordable Housing Project $ 85,943.00 5 Community HousingWorks CHDO Operating Assistance to Community HousingWorks for Paradise Creek Affordable Housing Project $ 31,830.00 6 City of National City - Community Development Department HOME Program Administration $ 63,661.00 Tota HOME Program 636;617.00 Page 2 of 2 Passed and adopted by the Council of the City of National City, California, on May 4, 2010 by the following vote, to -wit: Ayes: Councilmembers Morrison, 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. 2010-88 of the City of National City, California, passed and adopted by the Council of said City on May 4, 2010. vezi C erk of the of ation City City al City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT ✓ tio6-\-q� -y -e MEETING DATE: May 4, 2010 AGENDA ITEM NO. 16 gTEM TITLE: Resolution of the City Council of the City of National City authorizing the reallocation of $236,080 in unexpended Community Development Block Grant (CDBG) entitlement funds, and authorizing the submission of the 2010-2015 Five -Year Consolidated Plan and the 2010-2011 Annual Action Plan to the United States Department of Housing and Urban Development (HUD). (Community Development, Housing and Grants) PREPARED BY: Carlos J. Aguirre0::75 DEPARTMENT: Community Development PHONE: (619) 336-4391 APPROVED BY: EXPLANATION: The City has prepared a draft Fiscal Year 2011-2015 Consolidated Plan and Fiscal Year 2010-2011 Annual Action Plan. The Five Year Plan outlines the City's housing and non -housing community development needs and priorities over the next five years. The Consolidated Annual Action Plan for FY 2010-2011 outlines how the City plans to expend $1,188,660 in federal Community Development Block Grant funds (CDBG) and $636,617 in HOME Investment Partnerships (HOME) Program funds. In addition to the funding sources noted above, the City will also reallocate $236,080 of CDBG funds that remain from previous year activities. In accordance with the federal regulations at 24 CFR, Part 91, the City of National City is required to prepare and submit a Five -Year Consolidated Plan and Annual Action Plan for its Housing and Community Development Programs. In order to obtain the views of residents, public agencies, and other interested parties, the City of National City placed its proposed FY 2011-2015 Five -Year Consolidated Plan and Annual Action Plan for FY 2010-2011 for public comment on the City website and on public display at various National City locations beginning on Monday, March 29, 2010 and ending April 28, 2010. No public comments have been received to date. The purpose of the final public hearing held before consideration of the resolution is to review any comments received during the 30-day public review and comment period. In addition, interested persons and community groups will be provided with one last opportunity to share their thoughts and comments regarding these plans. All comments received will be incorporated into the final plan that will be submitted to HUD, no later than May 15, 2010. Following the blic hearing, after all public comment has been considered, the City will take final action on the Five Year Consolidated Plan and ,nnual Action Plan by adopting the resolution. FINANCIAL STATEMENT: ACCOUNT NO. APPROVED: (%Finance MIS APPROVED: The City received $1,188,660 in CDBG Program and $636,617 in HOME Program allocations for FY2011. The City is also reallocating $236,080 from previously funded CDBG activities that will carryover to FY2011 listed activities. ENVIRONMENTAL REVIEW: Not applicable. ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt the resolution. BOARD / COMMISSION RECOMMENDATION: Not applicable to this report. ATTACHMENTS: Fso��z�ou NO. 'do\o `�% ORNIA INCORPORATED OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone • 619-336-4229 fax ENVIRONMENTAL HEALTH COALITION Resolution No. 2010-88 CDBG 2010 - 2011 Making National City "Healthy Homes" Energy Efficient Carlos Aguirre (Housing & Grants) Forwarded Copy of Agreement to Subrecipient