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HomeMy WebLinkAbout2010 CON La Maestra Family Clinic - CDBG 10-11 Sub-RecipientSUBRECIPIENT AGREEMENT By and Between the City of National City and La Maestra Family Clinic, Inc. for the La Maestra Dental Clinic, National City -11v THIS AGREEMENT, entered this 11 day of %ii'GL)ST , 2010 by and between the City of National City (herein called the "Grantee") and La Maestra Family Clinic, Inc. (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, La Maestra Dental Clinic. National City in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. Such program will include activities eligible under the Community Development Block Grant (CDBG) program, as specified in Exhibit A, attached and incorporated herein. B. National Objectives: All activities funded with CDGB funds must meet one of the CDBG program's National Objectives: benefit low- and moderate -income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR 570.208 The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet the National Objective of benefiting low- and moderate -income persons. C. Levels of Accomplishment — Goals and Performance Measures: The levels of accomplishment may include such measures as units rehabilitated, persons or households assisted, or meals served, and should include periods for performance. Refer to Exhibit A for levels of program services. D. Staffing: Subrecipient shall be responsible for staff and time to be allocated to each activity, as set forth in Exhibit A, attached hereto and incorporated herein. E. Performance Monitoring: The Grantee will monitor the performance of the Subrecipient against goals and performance standards as stated above. Substandard performance as determined by the Grantee will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME OF PERFORMANCE Services of the Subrecipient shall start on the lst day of July, 2010 and end on the 30th 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 1 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 Twenty -Five Thousand Dollars ($25,000.00). Drawdowns for the payment of eligible expenses shall be made against the line item budgets specified in Paragraph III herein and in accordance with performance. Expenses for general administration shall also be paid against the line item budgets specified in Paragraph III and in accordance with performance. Payments may be contingent upon certification of the Subrecipient's financial management system in accordance with the standards specified in 24 CFR 84.21. V. NOTICES Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this contract shall be directed to the following contract representatives: Grantee Subrecip(eint Contact Person: Carlos Aguirre Contact Person: Zara Marselian Organization: City of National City Organization: La Maestra Family Clinic, Inc. Address: 1243 National City Boulevard National City, CA 91950-4301 Address: 4185 Fairmount Avenue San Diego, Ca 92105 Telephone: (619) 336-4391 Telephone: 619-961-0818 Email: caguirre@nationalcityca.gov Email: zaramarselian©Iamaestra.org VI. GENERAL CONDITIONS A. General Compliance: The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. "Independent Contractor": Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Subrecipient is an independent contractor. C. Hold Harmless: The Subrecipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Subrecipient's performance or nonperformance of the services or subject matter called for in this Agreement. Subrecipient Agreement Page 2 of 14 D. Workers' Compensation: The Subrecipient shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the Grantee and its elected officials, officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the Grantee or its elected officials, officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the Grantee under this Agreement. Insurance & Bonding: The Subrecipient, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies attached as Exhibit F: ❑ 1. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. 2. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). 3. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. 4. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of subrecipient's employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the Grantee. Said endorsement shall be provided prior to commencement of work under this Agreement. 5. The aforesaid policies shall constitute primary insurance as to the Grantee, its officers and employees, so that any other policies held by the Grantee shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the Grantee of cancellation or material change. 6. Said policies, except for the professional liability and workers' compensation policies, shall name the Grantee and its elected officials, officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. 7. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the Subrecipient shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. 8. Any aggregate insurance limits must apply solely to this Agreement. 9. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the National City Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. 10. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the National City Risk Manager. If the Subrecipient does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the Grantee may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 11. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the Grantee. The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall Subrecipient Agreement Page 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. Susaension 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 REOUIREMENTS A. Financial Management 1. Accounting Standards: The Subrecipient agrees to comply with 24 CFR 84.21-28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles: The Subrecipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non -Profit Organizations," or A-21, "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record Keeping 1. Records to be Maintained: The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; and g. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. 2. Retention: The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of four (4) years. The retention period begins on the date of the submission of the Grantee's annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the four-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four- year period, whichever occurs later. 3. Client Data: The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 4. Disclosure: The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the Grantee's or Subrecipient's responsibilities with respect to services provided under this contract, is prohibited by the State and for Federal law unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Close-outs: The Subrecipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, 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 Payment Procedures 1. Program Income: The Subrecipient shall report quarterly all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this contract. The use of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Subrecipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to the Grantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the Grantee. 2. Indirect Costs: If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. 3. Payment Procedures: The Grantee will pay to the Subrecipient funds available under this Agreement based upon information submitted by the Subrecipient and consistent with any approved budget and Grantee policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Subrecipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Subrecipient. 4. Progress Reports: The Subrecipient shall submit regular Progress Reports to the Grantee in the form, content, and frequency as required by the Grantee. D. Procurement: 1. Compliance: The Subrecipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non - expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this Agreement. 2. OMB Standards: Unless specified otherwise within this agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR 84.40-48. Subrecipient Agreement Page 6 of 14 3. Travel: The Subrecipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this Agreement. E. Use and Reversion of Assets: The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. The Subrecipient shall transfer to the Grantee any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination. 2. Real property under the Subrecipient's control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement [or such longer period of time as the Grantee deems appropriate]. If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the Grantee an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the Grantee deems appropriate]. 3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee [an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment]. VIII. RELOCATION, REAL PROPERTY ACQUISITION AND ONE -FOR -ONE HOUSING REPLACEMENT The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at 49 CFR Part 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing the Residential Anti -displacement and Relocation Assistance Plan under section 104(d) of the HCD Act; and (c) the requirements in 24 CFR 570.606(d) governing optional relocation policies. [The Grantee may preempt the optional policies.] The Subrecipient shall provide relocation assistance to displaced persons as defined by 24 CFR 570.606(b)(2) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG- assisted project. The Subrecipient also agrees to comply with applicable Grantee ordinances, resolutions and policies concerning the displacement of persons from their residences. IX. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Comoliance: 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. Eaual 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 1�1 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 to of 14 c. Content: The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. d. Selection Process: The Subrecipient shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Grantee along with documentation concerning the selection process. 3. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 24 CFR 84.42 and 570.611, which include (but are not limited to) the following: a. The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. b. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. c. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency. 5. Lobbying: The Subrecipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and Subrecipient Agreement F'age II of i 4 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. Coavrioht: If this contract results in any copyrightable material or inventions, the Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work or materials for governmental purposes. 7. Religious Activities: The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization. X. ENVIRONMENTAL CONDITIONS A. Air and Water: The Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: • Clean Air Act, 42 U.S.C. , 7401, et seq.; • Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; • Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). C. Lead -Based Paint: The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead -Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead -based paint. Such notification shall point out the hazards of lead -based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead -based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead -based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. D. Historic Preservation: The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. Subrecipient Agreement Page 12 of 14 XI. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XII. SECTION HEADINGS AND SUBHEADINGS The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. XIII. WAIVER The Grantee's failure to act with respect to a breach by the Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of the Grantee to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. XIV. INTERPRETATION OF THE AGREEMENT The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to the Grantee. The SUB -RECIPIENT shall be responsible for complying with all local, state, and federal laws whether or not said laws are expressly stated or referred to herein. Should any provision herein be found or deemed to be invalid, the Agreement shall be construed as not containing such revision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are severable. XV. ATTORNEY'S FEES In the event any legal action or proceeding is commenced to interpret or enforce the terms of, or obligations arising out of, this Agreement, or to recover damages for the breach thereof, the party prevailing in any such action or proceeding shall be entitled to recover from the non - prevailing party all reasonable attorney's fees, costs, and expenses incurred by the prevailing party. XVI. ENTIRE AGREEMENT This agreement constitutes the entire agreement and the attachments referenced below between the Grantee and the Subrecipient for the use of funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the Grantee and the Subrecipient with respect to this Agreement. ATTACHMENTS Exhibit A -Scope of Services Exhibit B-Budget Exhibit C-Board of Directors and Bylaws Exhibit D-Technical Assistance Materials Exhibit E-Affirmative Action Policy Exhibit F-Insurance Subrecipient Agreement Page 13 of 14 IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above. City of National City Ron Morrison Mayor, City of National City ROVED TO FORM udia G. Iva City Attorn •y ATTEST Miabael Dalla City Clerk La Maestra Family Clinic, Inc. Marselian hief Executive Officer Subrecipient Agreement Page 14 of 14 SCOPE OF SERVICES EXHIBIT A 1 The | Clinic, National Cof the followin g activities: Ov6fillll Project Goal (Please list any additional goals or 6bj6ctives on arf6fili-er pa'ge.) To purchase two (2) dental chair systems to equip a new dental clinic in National City. Objective #1 ' Objective #2 Objective #4 following2. The $taff MiOrnbor Name and Title ]. Billing Method: Monthly Quarterly Reimbursement of Equipment - One-time 4. List the type nfsupporting documentation hnbeprovided: Paid Invoices, cancelled checks 5. List the major/key activity milestones: Major Activity Milestones Month 1 2 3 4 5 0 7 U 9 10 11 12 Hire Staff Program Implementation x Provide PrnqrannServices x Purchase dental chair systems x EXHIBIT B BUDGET Agency Name: LA MAESTRA FAMILY CLINIC, INC Activity Name: La Maestra Dental Clinic National Cit Description CDBG BUDGET OTHER RESOURCES TOTAL BUDGET 1) Personnel (Direct labor) 2) Fringe Benefits 3) Travel 4) Supplies and Materials 22,100.00 Two Dental Chair Systems 22,100.00 Sales Tax 1,933.75 1,933.75 Freight 5) Sub Total for Direct Costs 6) Indirect Costs (Overhead) 425.00 425.00 TOTAL $24,458.75 $ - $24,458.75 Exhibit C Board of Directors By -Laws La Maestra Family Clinic, Inc. Board of Directors 2009/10 NAME POSITION AREA OF EXPERTISE OCCUPATION ETHNICITY TENURE TERM Carlos Hanessian Chairman Immigration Law Advisor Professor Latino 19 yrs. 2 yrs Michael Delgado Vice -Chairman Small Business Owner Printer Latino 7 yrs. 2 yrs Samuel Mireles Treasurer Accountant; Sales Sales Latino 12 yrs. 2 yrs Alexei Ochola Secretary Community & Housing Developer Administrator Ugandan 13 yrs. 2 yrs Charlene Castro Officer Marketing, Eligibility Long term disability Latino 7 yrs. 2 yrs Alma Duran Officer Marketing Self -Employed Latino 1 yr 2 yrs Lamthot Muang Officer Community Organization Bookkeeper Somali 1 yr 2 yrs Antonio Mendivil Officer Small Business Owner Computer Technician Latino 5 yrs 2 yrs Graciela Putzoti Officer Laboratory Homemaker Latino 5 yrs 2 yrs Yessica Quiroz Officer Certified Nurses Assistant Nursing Latino 19 yrs 2 yrs LMCHC-EO/CO*^eIq-11 /13/2009 RESTATED BYLAWS OF LA MAESTRA FAMILY CLINIC, INC. A California Not For Profit Corporation RESTATED BYLAWS OF LA MAESTRA 7'AIVIILY CLINIC, INC. A California Not For Profit Corporation ARTICLE I NAIVI.E The name of this Corporation shall be: LA MAESTRA FAMILY CLINIC, INC. ARTICLE II OFFICES SECTION I. ?RMCIPAL OFFICE The principal office for the transaction of the business of the Corporation ("principal executive office") is located at 4185 Fairmount Avenue, San Diego, California, 92105. The principal office may be changed from time to time by the Board of Directors. SECTION 2, OTHER OFFICES The Board of Directors may, at any time, establish branch or subordinate offices at any place or places where the Corporation is qualified to do business. ARTICLE IIi PURPOSE AND OI3JECTIVES This Corporation has been formed for the purpose of providing medical and dental health care services to the community in which it is located and in other appropriate communities, as well as enabling services such as social services, transportation, eligibility, job training and placement and housing services. Special emphasis is placed in providing these services to minorities, refugees, children and others for whom such services arc generally limited or unavailable. The objectives of the Corporation are to achieve these goals through: 1. Operating a physical facility at its principal location and other clinics as necessary, providing medical and dental health services, enabling services and job placement and housing services. 2. Providing outreach services among the Hispanic and minority communities with special emphasis placed on health care issues, prevention, access to care, eligibility, enabling services, sanitation and similar "wellness" goals. 2. Where needs exceed the services available at the Clinic to make appropriate referrals to specialty care, to other hospitals or agencies. 4. To act as a liaison between individuals, families, groups and organizations, community resources and government agencies and entities. To conduct advocacy for access to care and elimination of health care disparities among low-income and special populations. ARTICLE IV NONPARTISAN ACTIVITIES This Corporation has been formed under the California Not For Profit Corporation Law for the purpose described in Article III. No substantial part of the activities of the Corporation shall consist of attempts to influence legislation, and the Corporation shall not participate or intervene in any political campaign for or against any cause or measure being submitted to the people or a vote. ARTICLE V DEDICATION OF ASSETS The properties and assets of this Corporation are irrevocably dedicated to the fulfillment of the Objectives and Purposes of this Corporation as set forth in Article III. No part of the assets of the Corporation shall inure to the benefit of any private person or individual. On liquidation or dissolution of the Corporation, all properties and assets and obligations shall be distributed pursuant to the nonprofit provisions of the Ctdifornfa Cmpor-atians Code in effect. The property of this Corporation, including the parcels at 4185-87-89 Fairmount Avenue, San Diego, California 92105 and at 4171-4173 Fairmount Avenue, San Diego, California 92105, 4135- 4137 Fairmount Ave., are irrevocably dedicated to public and charitable purposes and no part of the net income or assets of the organization shall ever inure to the benefit of any Director, Officer or private persons. ARTICLE VI MEMBERSHIP SECTION I. MEMBERS PROHIBI"I'ED The Corporation shall not have any members. ARTICLE VII DIRECTORS SECTION 1. NUMBER The Corporation shall have no Less than nine no more than fifteen Directors. Collectively the Directors shall be known as the Board of Directors. The selection of the members of the Board is in accordance to the procedure governing the nomination and election process set forth herein. The Board will vote annually for the positions of Chairman/President, Vice -President, Secretary, and Treasurer, which constitute the executive Committee of the Board. All other Board members will serve as Officers. Each year nominations are taken by the Board to fill the positions, prior to the annual meeting. Nominees to the Board are initially screened to determine compliance with the following criteria and to ensure continued compliance of the Board as a whole: 1. 51 % of the governing Board members are active users of the Clinic. 2. All of the Board members are reasonably representative of the patient populations being served by the Clinic in terms of ethnicity, race and gender; as well as in terms of age and economic status, and 3. Less than half of the non -user members derive ] 0% of their income from the health care industry. Additionally, nominees are selected according to: willingness to actively serve without compensation on the Board; be representative of the Clinic's patients populations; live or work in the area of the Clinic; believe in and uphold the mission of the Clinic; ability to meet the criteria required by the Clinic's finding sources including zero tolerance for drug abuse; previous experience in the delivery of community services; knowledge of the health care environment in San Diego; interest in developing health care and community programs to meet the existing needs of low income patient populations in our community, and ability to bring skills, experience and networking ability to the Board. The Secretary of the Board then obtains the permission of the nominee(s) to submit their name for the election process. The Board then votes during the annual board meeting and through a majority of votes, the members are selected for their respective positions on the board. The Executive Committee shall serve for a one year term and may be re-elected at the next annual election. At the same annual meeting the Board fills the committee positions. Unless otherwise specified its the Bylaws, each commit -tee shall consist of no less than one nor more than three Board members. The committee members are selected according to their expertise and interest in the subject addressed by the respective committee. Through the appointment of committees the Board can offer guidance and support to the Clinic's Chief Executive Officer and administrative staff on the implementation of the goals set by the Board of Directors. The committees report to the full Board on a regular basis. The Clinic has the following committees: Finance Committee, Personnel Committee, Quality Compliance Committee, Fundraising Committee. The committees can form sub -committees to carry out tasks under the guidance of the respective committee. SECTION 2. QUALIFICATIONS The Directors of the Corporation shall be at least 18 years of age and shalt be resident of the State of California. SECTION 3. TERM A Directors term of office shall be three (3) years from date of appointment. SECTION 4. NOMINATION Any person qualified to be a Director may be nominated by the method of nomination authorized by the Board or by any other method authorized by law. SECTION 5. APPOINTMENT A nominee shall be appointed to serve as Director to replace a vacancy on the Board of Directors by the remaining two Directors or by the sole remaining Director. Upon acceptance of the appointment the appointee shall become and serve as a full Director. SECTION 6. COMPENSATION OF DIRECTORS The Directors shall serve without compensation except they shall be allowed and paid reasonable reimbursement of expenses incurred in carrying out their duties on the Board. ARTICLE VIII DIRECTORS MEETINGS (a) Date and Time of Regular Meetings. Regular monthly meetings of the Board shall be held, the first Friday of the month at 5;00 p.m. The date may change in order to accommodate members and encourage attendance. Participation in Board meetings and sub -committee Board meetings can be conducted by telephone to allow participation of Board members with disabilities, and also to encourage regular participation of members who must travel frequently and are unable to physically attend all meetings. (b) Place of Meetings. All meetings of the Board of Directors shall be held at the principal office of the Corporation or at such other place as may from time to time be designed by the board. (c) Special Meetings. Special meetings of the Board of Directors may be called by the Chairman/President of the Board or by any two Directors. (d) Quorum. A majority of the authorized number of Directors constitutes a quorum of the Board ofDirectors for the transaction of business. ARTICLE IX TRANSACTION OF BUSINESS SECTION I. TRANSACTIONS OF BOARD Except as otherwise provided in the. Articles, in these Bylaws or by law 'every act or decision done or made by a majority of the Directors present at a meeting duly held at which quorum is present shall be the act of the Board of Directors. However, any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken shall be approved by at least a majority of the required quorum for such a meeting or such greater number as is required by the law, the Articles or these Bylaws. SECTION 2. CONDUCT OF MEETINGS The Chairman of the Board or in his or her absence, any Director selected by the Directors present shall preside at the meetings of the Board of Directors. The Secretary of the Corporation or in the Secretary's absence, any person anointed by the presiding Director shall act as Secretary of the Board. Members of the board of Directors may participate in a meeting through use of conference telephone or similar communications equipment so long as all members participating in the meeting can hear one another. Such participation shall constitute personal presence at the meeting. SECTION 3. ADJOURNMENT A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. if the meeting is adjourned for more than 24 hours, notice of the adjournment to another time and place shall be given prior to the time off the adjourned meeting to the Directors who are not present at the time of the adjournment. SECTION 4. ACTION WITHOUT MEETING Any action required or permitted to be taken by the Board of Directors may be taken without a meeting IF all members of the Board of Directors individually or collectively consent. Consent shall be filed with the minutes of the proceeding of the Board of Directors. Such action by written consent shall have the same farce end effect as the unanimous vote of the Directors. SECTION 5, RESIGNATION OR REMOVAL OF DIRECTOR Any Director may resign effective on giving written notice to the Chairman of the Board of Directors, the President, the Secretary or the Board of Directors of the Corporation. A Director's service may be terminated in the event of his or her death, conviction of a felony, declaration of unsound mind or similar disabling event. A Director may be removed without cause but after hearing by a majority of the Board. Regular Board attendance is imperative to the development of goals and objectives for the organization. Directors will be dropped from the Board following three (3) consecutive unexcused absences. Directors will be removed if any conflict of interest is proven, after discussing with the Director(s) involved. SECTION 6, FUNCTIONS OF TI-IE BOARD The Boards of Directors at La Maestra Family Clinic, Inc. governs all activities performed by the employees of the Clinic. its role includes the duty to ensure that the mission of the Corporation is carried out at all times. The Board approves the services and the manner in which they are delivered to the targeted communities. The Boards of Directors takes firll responsibility of all actions taken by the employees of' the Clinic and is active in monitoring all fiscal, administrative, contractual, compliance and planning activities carried out on a daily basis by the appointed personnel of the Clinic. The Board of Directors is responsible for the hiring, supervision and removal of the Chief Executive Officer. The Board of Directors is responsible for setting long-term goals and objectives, establishing strategies, and prioritizing the goals and objectives for La Maestra Family Clinic. Through the appointment of committees .the Board can offer guidance and support to the Clinic's Chief Executive Officer and adndnistrative staff on the implementation of these goals. The authority of the governing board to approve the Clinic's budget and major resource decisions is the Board's Finance committee, made up of at least two Members of the Board of Directors, which then make recommendations to the Full Board. The Board ensures that a qualified Certified Public Accountant perform an annual independent audit of the Clinic, according to generally accepted auditing principles and guidelines corresponding to the applicable mandates issued by the governing agencies. The annual audit report is submitted to the Board for approval. The Board ensures that all recommendations, concerns, findings, and management issues are dealt with through the Board committees. The Full Board approves the Clinic's budget and major resource decisions with input form the Chief Executive Officer and Chief Financial Officer. The Quality Compliance (QI) committee of the Board ensures ticat the Clinic meets and remains in compliance with all governing standards. All audit report concerning the provision of medical services by the Clinic, and the corresponding billing functions will be reviewed by this committee. The quality assurance activities and results, performed by the ivledical Directors and functional units of the Clinic, will be share with the Quality Compliance committee. Additionally, the Clinic's administrative compliance committee reports to the Board. The Board of Directors review and approve the Clinical/Medical policies, procedures, and amendments, as well as scope of services, expansion of service programs, hours of operations, collaborative projects, networking activities, as well as the sliding fee schedule utilized for the determination of partial payments by patients. The federal poverty index report is reviewed annually to ensure that the Clinic's sliding fee scale reflects the index's report's federal poverty findings. The Board accepts and considers input from the Medical Director, providers, administrative staff, support staff, patients, and reviews the trends in the health care environment in order to make the decisions stated above. Policies encompassing personnel issues are recommended by the Board's Personnel Committee to the Full Board for approval. The committee annually reviews and upgrades the personnel policy manual and procedures. The committees report to the full board on a regular basis. The clinic has the following committees: Finance Committee, Personnel Committee, Quality Improvement/Compliance Committee, Fundraising Committee, and Cultural Competency. The committees can consist of Board members and staff to carry out task and report back to the thll Board with recommendations. ARTICLE X OFFICERS SECTION 1. NUMBER AND TITLES The Officers of the Corporation shall be a President, A Vice -President, a Secretary, a Treasurer and such other Officers with such tides and duties as shall be determined by the Board of Director. SECTION 2. APPOINTM NT The Officers of the Corporation shall be chosen by and shall serve at the pleasure of the Board of Directors subject to the rights, if any, of an officer under any contract of employment. SECTION 3. PRESIDENT The President also shall serve as the Chairman of the Corporation and shall be responsible for exercising any other powers and duties prescribed by the Board or by these Bylaws. (i) Exercising any other powers and duties prescribed by the Board or by these Bylaws. (ii) Attend the meetings of the Board of Directors. SECTION 4. VICE PRESIDENT The Vice President shall assist the President and, in the President's absence, shall perform, all the duties of the President and shall act within the president's scope of authority. SECTION 5. SECRETARY The Secretary of the Corporation shall: (i) Have custody of the Corporate Seal and shall affix it when appropriate to corporate documents. (ii) Nave custody of books and records of the Corporation and responsibility for their proper storage and for submission of all reports, statements and certificates. (ii i) Insure that ali notice are given in accordance with the provisions of these Bylaws as required by law. (iv) Keep minutes of all meetings of the Board of Directors, and cause these minutes to be recorded in the written Book of Minutes. (vi) When requested to do so by the Board of Directors certify "true" copies of any corporate document. (vii) Sign, with the President, designated corporate documents. SECTION 6. TREASURER The Treasurer shall oversee the activities of the Chief Financial Officer through the Chief Executive Officer. The CFO shall make financial reports to the Board when directed to do so by the Board. SECTION 7. RESIGNATION AND REMOVAL OF OFFICERS Any Officer may resign at any time on written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the Officer is a party. Officers may be removed with or without cause at any meeting of the Board of Directors by the affirmative vote of a majority of all the Directors subject to any contractual rights of the Officer. ARTICLE XI COMIVIITTEES SECTION I. COMMITTEES OF DIRECTORS (a) Authority to Establish. The Board of Directors may, by resolution adopted by a majority of the Directors then serving, designate one or more committees, each consisting of one or more Directors and such other members as deemed appropriate, to serve at the pleasure of the Board. (b) Limits on Powers. Any committee, to extent provided in the resolution of the Board of Directors, shall have all the authority of the Board, except that no committee, regardless of membership or Board resolution, may: (i) Fit compensations of the Directors for serving on the Board, (ii) Fill vacancies on the Board of Directors for serving on the Board or on any committee. (ii i) Amend or repeal Bylaws or adopt new Bylaws. (iv), Amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable. (v) Appoint any other committees of the Board of Directors or the members of these committees. (vi) Approve any tlnnsaction (1) to which the Corporation is a party and one or more Directors have a material financial interest; or (2)-between the Corporation or any person in which one ore more of its Directors have a material interest. SECTION 2. MEETINGS AND ACTION OF COMMIIMIITTEES Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of these Bylaws concerning meetings of Directors. Notice of committee meetings shall also be given to alternate members who shall have the right to attend all meetings of the committee. Minutes shaft he kept at each meeting of any committee and shall be filed with the corporate records. ARTICLE XII CORPORATE RECORDS, REPORTS AND SEAL SECTION I. KEEPING RECORDS The Corporation shall keep accurate and correct records of the account and minutes of the proceedings of the Board of Directors and committees of the Board. The minutes shall be kept in the written Book of Minutes. Other books and records shall be kept in either written form or any other form capable of being converted into written form. SECTION 2. ANNUAL REPORT The Treasurer of the Corporation shall prepare an annual financial report to be submitted to each member of the Board of Directors not less than thirty (30) days after the end of the Corporation's fiscal year. The annual report shall contain in appropriate detail: (a) A Balance Sheet as of the end of such fiscal year and an Income Statement and Statement of Changes in Financial Position for such fiscal year. (b) Such other information concerning the Corporation's financial position as may be required by the Board of Directors. SECTION 3, REPORT CERTIFICATION The annual report shall be certified by the Treasurer of the Corporation stating that the report was prepared without audit from the books and records ofthe Corporation. - SECTION 4. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATION The Corporation shall provide, together with this annual report, a statement of any transaction or indemnification described in Corporation's Code Section 8322(d) and (e) if such transaction or indemnification took place. SECTION 5. THE CORPORATE SEAL The Board of Directors shall adopt a Corporate Seat, The Secretary shall have the custody of the seal and affix it in all appropriate cases to all corporate •......... documents. I•arlure to affix the seal shall not, however, affect the validity of any instrument. ARTICLE XIII AMENDMENT OF TkEL BYLAWS SECTION I. AMENDMENTS These Bylaws may be amended at any time and from time to time by the unanimous vote of the Board of Directors. ARTICLE XIV SECTION I. CONFLICTS OF INTEREST It is policy of this Corporation to avoid all situations giving rise to a conflict of interest and to promptly remedy situations in which a conflict of interest may arise or appear to have arisen. Such conflicts shall be avoided through elimination of self dealing or self employment by persons also acting as Directors or Officers of the Corporation. Also prohibited is the situation where members of the Boards of Directors have immediate relatives serving as employees at La Maestro. Family Clinic. Any situation giving rise to an allegation of conflict of interest shall be promptly presented to the Board of Directors whose resolution shall he final. The Board of Directors shall deliberate concerning a possible conflict of interest in. such a situation vote on whether a proposed transaction is a conflict of interest. Before voting the Board of Directors shall carefully investigate and debate a possible conflict of interest. If the Board determines that a transaction that has occurred is a conflict of interest, the Board will then determine corrective action to be taken. No Board member, or relative of a Board Member, may be employed bth year has passed from the time they have ceased being a Board member. Dated: Samuel Mireles, C7 irman I certify that I am duly appointed and acting Secretary of the Cop oration and that the foregoing Restated Bylaws constitute the Bylaws of the Corporation as duly adfipted at a meeting of the Board of Directors held on October I, 2004. iporation until one Alesei Ochola, 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/commu nitydevelopment/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. g• 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 J. 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. g• 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 seq.). 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 05/2 /2D 0 PRODucER (626) 570-8611 FAX (626) 281-2972 The John L Raya Insurance Group 401 South Mission Drive(91776) P. 0. Box 728 San Gabriel , CA 91778 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERT FICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED La Maestra Family Clinic Inc 4185 Fairmount Avenue San Diego, CA 92105 INSURER A. General Ins Co of America INSURERS: INSURERC: INSURER D: INSURER E: 0 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED SY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. WSR LIR AINYL NUS TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE IMMIDDIYYI POLICY EXPIRATION DATE I1AMlDOM'1 UNITS A GENERALLUIBILTr X COMMERCIAL GENERAL LIABILITY 24CC268229 05/01/2010 05/01/2011 EACH OCCURRENCE $ 1,000,000 DAMAGE PA FREr.+� RNTED $ 1,000,000 CLAIMS MADE X OCCUR MED FRCP (My One Parson) $ 10,000 PERSONAL S ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEHL —1 AGGREGATE LIMIT APPLIES PER POLICY n JECT n LOC PRODUCTS - COMP/OP AGG $ 3,000,000 A AUTOMOBILE X UABILTr I ANY Auro ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 24CC281916 05/01/2010 05/01/2011 COMBINED SINGLE LIMB (Ea auldent $) 1,000.000 ,000,000 BODILY INJURY (Per penalty $ BODILY INJURY $ (Per accident) PROPERTY DAMAGE (Per aadWM) $ GARAGE R LIABILITY ANY AUTO AUTO ONLY- EA ACCIDENT $ OTHER THAN FA ACC $ AUTO ONLY: AGG $ EXCESSIUMBREUA LJABILTY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION Si EACH OCCURRENCE $ AGGREGATE $ S $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICERRAEMBER EXCLUDED? M yyena daambe Imder SPECLAL PROVISIONS bebr TARSI (AIRS OH- E.L EACH ACCIDENT $ E.L DISEASE - EA EMPLOYEE $ E.L DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF QPERATIqNS I LOCATIONS / YENICLES 1 EXCLUSIO S ADDED BY ENDORSEMENT! SPECIAL PROVISIONS The City of National City, its elected officials, officers, agents and employees are additional insureds as respects General Liability and Auto Liability. Additional Insured endorsements attached. *10 days for non-payment of premium CERTIFICATE HOLDER CANCELLATION City of National City City Attorney 's Office 1243 National City Blvd. National City, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POUCIES 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 MAIL SUC NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE I RER ITS AGENTS R REPRESENTATIVES. AUTHORIZED REPRESE A • Rocio Barajas EU) G0a ACORD 26 (2001/08) r (DACORD CORPORATION 1988 itiV liberty COMMERCIAL GENERAL LIABILITY Agency Underwriters- CO 20 26 07 04 ,..d..1",.,"."64, POLICY NUMBER: 24CC268229 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modilies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) THE CITY OF NATIONAL CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section 11 — 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 your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. m ISO Properties, Inc., 2004 CG 20 28 07 04 EP C AUNAIM10r1_t96501SSA ••" REPRIMEDFROM THE ARC 1iVe. 711E MOM. IRANSACI C11MAY tNCUmE ACC111oW I. FCRM9 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED POLICY NUMBER 2 4 CC2 81 916 This endorsement modules insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by tho endorsement This endorsement identities person(s) or organizadon(s) who are 'Insureds" under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided In the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below: Endorsement Effective: 05 / 01 / 2010 Countersigned By: (Authorized Representative) Named Insured: LA MAPSTRA PAMTT.V f'T.TMTr' IMr. SCHEDULE Name of Persons) Or OrganIza11on(s): THE CITY OF NATIONAL CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES (II no entry appears above, Information required to complete this endorsement will be shown in the Declarations or Schedule as applicable to this endorsement) Each person or organization shown In the Schedule Is an 'Insured' for liability Coverage, but only to the extent that person or organization quel hies as an 'Insured" under the Who Is An insured Provision contained in Section II of the Coverage Form. CA 20 42 02 00 Copyright, Insurance Services Office, Inc., 1998 SaYm ud Fi 531o03 607 am 'Wind YtA+a:1u d Sib+ Gramm EP JF P4 EtA1 O PMrrM 1 J%S p p 130 CALIFORNIA --+ ISSTIONALCIne t ,n.�PrznnTeu _� City of National City (To be submitted only when there are no employees subject to Workers' Compensation) DECLARATION AND ADDENDUM TO ALL CONTRACTS AWARDED TO: La Maestra Family Clinic, Inc. (Company Name) For the purpose of inducing the City of National City to go forward with any contracts awarded to La Maestra Family Clinic, Inc. (company name), i declare as follows: I Zara Marselian (name) CEC (title), am an independent contractor for the purposes of the California Workers' Compensation and Labor laws. I will hire no employees other than my parents, spouse, or children for work required for any bid or contract awarded to my company. All work required will be performed personally and solely by me, my parents, spouse, or children. If, however, I shall ever he required to hire employees or Subcontractors to perform this contract, I shall obtain Workers' Compensation Insurance and/or provide proof of Workers' Compensation Insurance coverage to the City of National City. This document constitutes a declaration by me against my financial interest, relative to any claims ( should assert under the California Workers' Compensation and/or Labor laws against the City of National City relating to any bid or contract awarded La Maestra Family Clinic, Inc. (company name). I will defend, indemnify, and hold harmless the City of National City, its officers and employees, from any and all claims and liability, including Workers' Compensation claims and liability that may be asserted or established by any party in the event I hire an employee in violation of this addendum, and I will further indemnify the City of National City, its officers and employees, for all damages the City thereby suffers. I agree that these declarations shall constitute an addendum to any hid awarded to: La Maestra Family Clinic, Inc. (company name). Dated June 4 .20 10 La Maestra Family Clinic, Inc. (Company) (Srgnpture of Authofizea Representative Zara Marselian, CEO (Name and Title) 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 I1y, 2010. Ron Morrison, Mayor ATTEST: Mich el R. Dalla Clerk itC APPROVED AS TO FORM: George H. Eiser, III City Attorney Exhibit A Final Reallocation to FY2010-2011 from Previous Year CDBG Activities HUD IDIS Fiscal Activity Reallocable Year Number 2001 335 2004 448 2004 489 Activity Name RinstIiatr of Sreet 1tgii*s Reinstallation of Sreet Lights* cotcwtSforoettlomppovp-04004.;.REEk Street Lights 2005 497 Fire Apparatus -Radios and Equipment 2007 538 National City Library Literacy Services 2007 540 Housrng Inspection Program 2007 541 Code Enforcement 2007 545 Beck Fire Truck • 2008 554 Neighborhood Councils Program 2008 558 Tiny Tots tito0054!io(*ios&ggrnim 2008 566 Seagraves Fire Truck -Fifth Payment 2009 583 Community Food Bank- Walk in Cooler TOTAL AMOUNT FOR REALLOCATION FOR FISCAL YEAR 201 Total Funded 50,000.00 25,000.00 Drawn Amount Funds 35,000.00 15,000.00 25,000.00 47,000.00 40,161.05 6,838.95 47,250.00 44,447.79 2,802.21 120,928.97 100,188.13 20,740.84 78,453.00 78,452.88 0.12 103,232.00 100,530.89 2,701.11 24,736.50 22,953.05 1,783.45 60,116.00 60,115.56 0.44 13,000.00 13,000.00 0-2011 236,079.50 Page 1 of 1 Fiscal Year 2010-2011 National City CDBG and HOME Final Allocation Exhibit B FY 203Q 2p1 CDBG lrrogram :Erftltlement of $1r188,660 wlth a reallocation: 236,080 from previous year t'DBG funds ,`424,740.O0 CDDBG PUBLIC 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 Activities $ 164960.00 CD86 CODE ENFORCEMENT, ECONOMIC DEVELOPMENT, HOUSING REHABILITATION, INTERIM ASSISTANCE, ' PUBLIC FACILITY AND INFRASTRUCTURE IMPROVEMENTS' 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 $ 1,039,833.00 Page 1 of 2 Exhibit B 6 ; :M Bci LAf tliIIIG AN I . MINISTRATIOM 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 Total Planning and Administration $ 219,947.00 FY 203.0-2011 HONK 1nvesttnernt partnerships (HOME) Program � P A.. - EntitI merit r,$ --636i617.00 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 Total 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. City y al City, California C erk of the City of ation By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: May 4, 2010 AGENDA ITEM NO. 16 STEM 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. Aguirre 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: �279Finance APPROVED: J MIS 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: lz)\• rd4\0 • b% CALIF4) ilk 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 LA MAESTRA FAMILY CLINIC, INC. Resolution No. 2010-88 CDBG 2010 - 2011 La Maestra Dental Clinic, National City Carlos Aguirre (Housing & Grants) Forwarded Copy of Agreement to Subrecipient