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HomeMy WebLinkAbout2010 CON Centro De Salud De La Comunidad De San Ysidro dba San Ysidro Health Center - CDBG 08-09SUBRECIPIENT AGREEMENT By and Between the City of National City and Centro de Salud de la Comunidad de San Ysidro, Inc. dba San Ysidro Health Center for the National City Family Clinic Ramp Reconstruction for ADA Compliance THIS AGREEMENT, entered this 15t day of July, 2010 by and between the Citv of National Citv (herein called the "Grantee") and Centro de Salud de la Comunidad de San Ysidro, Inc. dba San Ysidro Health Center (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 project titled National City Family Clinic Ramp Reconstruction for ADA Compliance, (hereinafter called the "Project") 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 1st day of July. 2010 and end on the 30th day of June of 2011 The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Subrecipient remains in control of CDBG funds or other CDBG assets, including program income. III. BUDGET Any indirect costs charged must be consistent with the conditions of Paragraph VII (C)(2) of this Agreement. Subrecipient shall adhere to the budget breakdown, attached as Exhibit B and incorporated herein. Both the Grantee and the Subrecipient must approve any amendments to the budget in writing. Subrecipient Agreement Page 1 of 11, IV. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed Forty Seven Thousand Six Hundred Thirteen Dollars ($47,613.00). One final drawdown for the, payment of eligible expenses shall be made, against the line item budget specified in Paragraph III herein upon Anal inspection approval by the City of National City Building Department. . 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: }j..s'3y., y1q} .s`..4i .�+,','".,h,�``., a',�4 xi ,, "*. 4 4. \, h 34 �*k➢.h' 'S 'th. '4`S> '.,4+2 �, re 4'u `kh4>y`..k Contact Person: Terry Whitaker Contact Person: Carlos Aguirre Organization: City of National City Organization: San Ysidro Health Center Address: 1243 National City Boulevard National City, CA 91950-4301 Address: 4004 Beyer Blvd., San Ysidro, CA 91973 Telephone: (619) 336-4391 Telephone: (619) 662-4128 Email: caguirre@nationalcityca.gov Email: twhitaker@syhc.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 Grantee's environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the Grantee'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 11 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 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. The Subrecipient shall comply with the insurance requirements of 24 Subrecipient Agreement Page 3 of 14 CFR 84.31 and 84.48, but bonding requirements will be waived by the Grantee forthis Project , since work performed will be reimbursed upon full completion of the Project. 12. Any construction contract executed between the Subrecipient and its selected contractor(s) for the Scope of Work covered by this agreement must provide an unconditional lien release to the Grantee prior to any reimbursement made to the Subrecipient by the Grantee. F. Grantee Recoclnition: 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. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient. H. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this Agreement if the Subrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of funds provided under this Agreement; or 4. Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect. The Grantee shall have the right, in accordance with 24 C.F.R. 85.43, to terminate this Agreement immediately or withhold payment of invoice for failure of the SUB -RECIPIENT to comply with the terms and conditions of this Agreement. Should the Grantee decide to terminate this Agreement, after a full evaluation of all circumstances has been completed, the Subrecipient shall, upon written request, have the right to an appeal process. A copy of the appeal process will be attached to any termination notice. If the Grantee finds that the SUB -RECIPIENT 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 Subrecipient Agreement Page 4 of 14 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 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 Subrecipient Agreement Page 5 of 11 (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. Not withstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subrecipient has control over CDBG funds, including program income. 6. Audits & Inspections: All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning Subrecipient audits and OMB Circular A-133. 7. Additional Documentation: Subrecipient agrees to provide a list of its Board of Directors, By -Laws, Exhibit C, and any additional documents, as required in Exhibit "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. Subrecipient Agreement Page 6 of 14 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. 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. 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. 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 ACOUISITION AND ONE -FOR -ONE HOUSING REPLACEMENT The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at 49 CFR Part 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing the Residential Anti -displacement and Relocation Assistance Plan under section 104(d) of the HCD Act; and (c) the requirements in 24 CFR 570.606(d) governing optional relocation policies. [The Grantee may preempt the optional policies.] The Subrecipient shall provide relocation assistance to displaced persons as defined by 24 CFR 570.606(b)(2) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG- assisted project. The Subrecipient also agrees to comply with applicable Grantee ordinances, resolutions and policies concerning the displacement of persons from their residences. IX. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance: The Subrecipient agrees to comply with local and state civil rights ordinances here and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. Subrecipient Agreement Page 7 of 14 2. Nondiscrimination: The Subrecipient agrees to comply with the non- discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279. The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable. 3. 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 Minoritv-Owned Businesses (W/MBE): The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 3. Access to Records: The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 4. Notifications: The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the Subrecipient's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. Subrecipient Agreement Page 8of14. 5. Equal Employment Opportunity and Affirmative Action (EEO/AA) Statement: The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions: The Subrecipient will include the provisions of Paragraphs X.A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors. C. Employment Restrictions 1. Prohibited Activity: The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. 2. Labor Standards: The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Grantee for review upon request. The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the Grantee pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 3. "Section 3" Clause a. Compliance: Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance provided under this contract and binding upon the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors. Failure to fulfill these requirements shall subject the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements. The Subrecipient further agrees to comply with these "Section 3" requirements and to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the Subrecipient Agreement Page 9 of 14 greatest extent feasible opportunities for training and employment be given to low- and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located." The Subrecipient further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to low- and very low-income persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. b. Notifications: The Subrecipient agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. c. Subcontracts: The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. D. Conduct 1. Assignability: The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee thereto; provided, however, that claims for money due or to become due to the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee. 2. Subcontracts: a. Approvals: The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the Grantee prior to the execution of such agreement. b. Monitoring: The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. Subrecipient Agreement Page 10 of 14 c. Content: The Subrecipient shall cause all of the applicableprovisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. d. Selection Process: The Subrecipient shall undertake to insure that all _ subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Grantee along with documentation concerning the selection process. 3. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 24 CFR 84.42 and 570.611, which include (but are not limited to) the following: a. The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. b. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. c. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency. 5. Lobbying: The Subrecipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, `Disclosure Form to Report Lobbying," in accordance with its instructions; and c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and Subrecipient Agreement Page 11 of 1,1 cooperative agreements) and that all Subrecipients shall certify and disclose accordingly: d. Lobbying Certification: This certification is a material representation of fact upon which reliance was placed when this_ transaction was made _or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 6. Copyright: If this contract results in any copyrightable material or inventions, the Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work or materials for governmental purposes. 7. Religious Activities: The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization. X. ENVIRONMENTAL CONDITIONS A. Air and Water: The Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: • Clean Air Act, 42 U.S.C. , 7401, et seq.; • Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; • Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). C. Lead -Based Paint: The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead -Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead -based paint. Such notification shall point out the hazards of lead -based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead -based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead -based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. D. Historic Preservation: To the extent that it is applicable, 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 Subrecipient 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 Exhibit G-CDBG-R Contractor Provisions 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 Ro1' Morrison Mayor, City of National City AP • • OVED AS • F Cla!'.'a G. Silv City Attorney ATTEST City Jerk Centro de Salud de la Comunidad de San Ysidro, Inc. dba San Ysidro Health Center Ed P?artinez President and CEO Keiin Mattson Sr. Vice President Administration and Finance Subrecipient Agreement Page 14 of 14 EXHIBIT A SCOPE OF SERVICES 1. The National City consists of the following activities: Ity, l escriptio' San Ysidro Health Center (SYNC) is requesting CDBG-R funds to cover the costs associated with upgrading the entrance to its National City Family Clinic. Renovations are necessary to bring the existing wheelchair ramp within compliance of American Disabilities Act (ADA) requirements and to better serve the clinic's disabled and elderly patient population. The proposed National City Family Clinic entrance renovation project includes the following key elements: Architect and Engineering Fees Concrete Demolition Removal of Non -Compliant Handrails Construction of New Retaining Walls and Wheelchair Ramps Installation of ADA compliant handrails Stucco, glazing and painting of new retaining walls and handrails. II win _ 3. Billing Method: Monthly Quarterly Upon Completion X 4. List the type of supporting documentation to be provided: Construction Permits Davis Bacon Prevailing Wage Reports Contractor Payments Lien Releases 5. List the major/key activity milestones: Major Activity Milestones Month (7/2010 through 6/2011 ) 7 8 9 10 11 12 1 2 3 4 5 6 Bid Award (November 2010) x Complete Demolition (December 2010) x Start of Construction (January 2011) x Completion Date (March 2011) x Grant Closeout (April 2011) x EXHIBIT B BUDGET Agency Name: San Ysidro Health Center Activity Name: National City Family Clinic Ent ry Ramp - ADA Compliance Description CDBG BUDGET OTHER RESOURCES TOTAL BUDGET Personnel (Direct labor) Contractor Supervisor Delivery Costs Architectural/ Engineering Permits and Fees Insurance Supplies and Materials Concrete Painting and Glazing Sub Total for Direct Costs 6) Indirect Costs (Overhead) 2,500.00 5,950.00 3,788.00 375.00 31,000.00 4,000.00 47,613.00 TOTAL $ 47,613 $ 47,613 Exhibit C OFFICIAL BYLAWS CENTRO DE SALUD DE LA COMUNIDAD DE SAN YSIDRO INCORPORATED February 2007 AMENDMENTS ARTICLE 1 NAME The name of this nonprofit organization is Centro de Salud de la Comunidad de San Ysidro, Incorporated, doing business as San Ysidro Health Center, hereinafter referred to as the Corporation. ARTICLE 2 PURPOSE AND ACTIVITIES Section 2.01: Purpose The purpose of this Corporation shall be to provide health services primarily, though not exclusively, to the residents of the San Ysidro community and surrounding areas; and primarily, though not exclusively, through the health care facilities of the Centro de Salud de la Comunidad de San Ysidro. Section 2:02: Prohibition Against Political Activities This Corporation has been formed under California Nonprofit Public Benefit Corporation Law for the purpose described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of any candidate fbr public office or for or against any measure being submitted to the people for vote, except as permitted by rulings and regulation of the United States Internal Revenue Service for organizations exempt from taxation under Internal Revenue Code Section 501 (c) (3). ARTICLE 3 MEMBERS Section 3.01: Definition of Membership The members of this Corporation shall he those persons a ho from time to time are the member; of the Board of Trustees of this Corporation. Selection of a trustee as provided in these bylaws shall operate to elect that trustee to membership in this Corporation. Death, resignation, or removal ofanv trustee as provided in these bylaws automatically terminates his her membership in the Corporation. Each member shall have one vote. Section 3.02: Applicability of Bylaws to Members All provisions of these bylaws relating to the Board of Trustees, including, but not limited to, meetings, quorums, validity of actions, actions by unanimous consent without meeting, conflicts of interest, and executive sessions, apply to the trustees when acting as the members of the Corporation. Section 3.03: Honorary Members The Board may, by appropriate resolution, from time to time, define and establish honorary members, auxiliaries, friends or other support groups for the Corporation. None of such honorary members, auxiliaries, friends or groups, or constituents thereof, shall be or have the rights and privileges of "'Members" within the meaning of Section 5056 of the California Nonprofit Corporation Law with respect to the Corporation. ARTICLE 4 BOARD OF TRUSTEES Section 4.01: Duties and Responsibilities The trustees shall be fiduciaries of the Corporation and shall conduct themselves and use their power for the best interests of the Corporation and the consumers. Section 4.02: Powers of the Board of Trustees Subject to any limitations imposed by law, the Articles of Incorporation, or these bylaws, the powers of the Corporation are vested in the Board of Trustees. The Board of Trustees shall exercise the powers of a board of directors under California law. Section 4.03: Powers of Individual Trustees Individual trustees, as such, shall have no authority over the activities of staff of the Corporation. Trustees shall exercise their powers only \\ hile acting collectively as a Board. This section does not prevent an officer of a committee of the Corporation from carrying out the assigned duties of the officer or committee in accordance with these bylaw. Section 4.04: Number of Trustees 4 The size of the board shall consist of no less than thirteen (13), nor more than seventeen (17) board trustees. Vacancies shall he filled within 90 days, or as soon thereafter as is reasonably practicable. Section 4.05: Composition (a) At no time shall the number of the consumer trustees represent less than 51 °%o of the total membership. (b) Non -Consumer trustees shall be elected by the Board of Trustees, from among the following professions or areas of activity: (1) Health Care. Administration or Planning (2) Medicine (3) Banking or Accounting (4) Medical Education (5) Dentistry (6) Social Work (7) Education (8) Law (9) Organized Labor and Labor Relations (10) Civic Leader Section 4.06: Qualifications (a) In order for a person to serve, be nominated or elected as C'onsumcr Tnrstee. the person shall: (1) Be a consumer of the Center at the time of becoming a candidate; and as a condition of 'good standing', consumer trustees shall utilize health center services at least once a year. (2) Be more than eighteen (18) years ()lane at the time of becoming a candidate; (3) Be a bonafide resident ofthc United States and domicile within the service area of the Corporation in the County of San Diego, State of CalitOrnia; and (4) Have not been judicially determined to be incompetent or under conservatorship; and (5) Flave not been convicted of a felony under any law of Calitomia. U.S.A., or any other jurisdiction (tor purposes of this sub -section, a felony is a crime. a maximum punishment for which is death or incarceration in a State or Federal penitentiary); and (6) Not have a legal or financial conflict with the Corporation. (b) In order for a person to serve be nominated or elected as Non -Consumer truste 5 he person shall: (1). Be more than eighteen (18) years of age at the time of becoming a candidate; and (2) Be a bonafide resident of the United States and domicile within the County of San Diego. State of California; and (3) Have not been judicially determined to he incompetent or have conservatorship; and (4) Have not been convicted of a felony under any law of California, U.S.A, or any other jurisdiction (for purposes of this sub -section, a felony is a crime, maximum punishment for which is death or incarceration in a State or Federal penitentiary); and (5) Not have a legal or financial conflict with the Corporation. Section 4.07: Term of Office The tens of office for Consumer and Non -Consumer Trustees shall he for two years, beginning July. 1st and ending June 30th. Trustees shall serve until their successors are elected and assume office. Section 4.08: Regular Meetings Regular meetings of the Board shall be held monthly at such time and place as may be designated by the Board. Section 4.09: Special Meetings Special meetings of the Board may be called by the President; if the President is unable, then by the Vice -President; or by a majority of the trustees. Section 4.10: Notice of Meeting "I"he Secretary, or other person designated by the President, shall give written notice of the time and place of meeting to each trustee at the address as it appears in the office of the Corporation, at least seven days prior to the date of all regular meetings and at least three days prior to any special meeting. In emergency situations, appropriate, reasonable notice will be provided based upon the exigency oldie special circumstances. Proposed agendas for both regular and special meetings shall be included \vith the notice of the meetings. Section 4.1 1: Executive Session 6 The Board may convene in Executive Session only (i) after assembling in a meeting and determining that an executive session is required, and (ii) only for the purpose of discussing litigation or personnel matters. No action may be taken in an executive session except as to attorney'cli.ent privileged and personnel matters. Section 4.12: Quorum A quorum of the Board consists ofa majority of the trustees the in office. No official business shall be considered by the Board at any meeting at which a quorum is not present. Section 4.13: Voting Every act or decision done or made by the majority of the trustees present at a meeting duly held at %vhich a quorum is present, is the act of the Board of Trustees. Neither proxy, nor absentee voting by mail, shall be allowed. Section 4.14: Place of Meeting Meetings shall be held at the principal office of the Corporation, or at such place or places within or without the State of California which have been designated from time to time by resolution of'the Board of Trustees. In the absence of such designation, meetings shall be held at the principal office of the Corporation. In designating the location of meetings, the Board may give preference to locations which can accommodate the number of consumers or other persons reasonably expected to attend. Section 4.15 Procedure (a) All meetings of the Board shall be governed by Robert's Rules ofOrder and, as applicable by the Board of Trustees' Policies, insofar as such rules are not inconsistent with these bylaws. (b) Meetings shall he presided over by the President of the Corporation, or in the President's absence, by the Vice -President or in the absence of both by a chairperson chosen by a majority of the trustees present. The Secretary of the Corporation shall :tct as Secretary of the Board of Trustees. In the event the Secretary is absent from a meeting, the presiding officer may appoint an trustee to act as Secretary for that meeting. ction 4.16: Reimbursement Members of the Board may be reimbursed for actualinecessary meeting expenses (e.g.. travel and child care) in accordance with procedures as adopted by the Board of Trustees, if non -restricted funds are available. Section 4.17: Vacancies. Removal and Resignation of Directors (a) Vacancies on the Board of Trustees shall eXti) on the death or resignation of any trustee; (ii) whenever the authorized number of Trustees is increased; or (iii) whenever the Board of Trustees declares an office vacant pursuant to this section. (b) The Board of Trustees may declare vacant the office of a Trustee (i) if he/she is judicially determined to be of unsound mind or is convicted of a felony, (ii) if within thirty days after notice of his/her election, he/she does not accept the office either in writing or attending a meeting of the Board: (iii) if he/she misses three consecutive regular meetings without obtaining the consent of the President; (iv) if he/she willfully and continuously' fails to abide by these bylaws; or (v) upon the death or resignation of any trustee. (c) A director or directors may be removed with cause, as defined by the code, or without cause, by majority vote of directors then in office, if it is determined that by doing so is in the best interest of the corporation. Any director who is removed from the board must be given 30 days written notice and afforded an opportunity to be heard. Any director may resign at any time by giving 30 clays written notice to the Board. (d) A trustee who resigns or who is removed from office may not be elected or appointed to the Board of Trustees within one year after his/her termination as a trustee. Section 4.18: Vacancies: Filling (a) Vacancies shall be filled within ninety (90) days, or as soon thereafter as is reasonably practicable, by appointment by a majority vote of the remaining trustees, or by the sole remaining trustee. .(b) Any person appointed, or assuming office, to till a vacancy shall h:nc the qualifications as are required of the trustee whose office is vacated. (c) The individual appointed. or assuming office, to till a vacancy, will serve the remaininuteri' oldie trustee whose office is vacated. Vacancies will he advertised by placing ads in local papers (Spanish and English) over a thirty (30) day period. Any existing member with an expiring term may be re -appointed for a new teen of office by a majority vote of the board. ARTICLE 5 ELECTIONS Section 5.01: Election Time (a) The election of Consumer and Non -consumer Trustees shall be held annually during the month of J une at the principal office of the Corporation. The Board of Trustees may change the site of election. (b) To allow for staggered terms, election for four Consumer and Non -consumer Trustees shall be held in even numbered years. The election of the remaining Consumer and Non - consumer Trustees shall be held in odd -numbered years. Section 5.02: Election Notice The Board of Trustees shall announce that an election will be held during the month of June. The notice shall specify the number of vacancies to he filled, and candidate qualifications and nominating procedures. Section 5.03: Credentials Review (a) Prior to the election, the Board of Trustees shall appoint appropriate legal counsel to review the qualifications of all candidates to ensure that they meet the requirements prescribed in these bylaws. (h) Once counsel has completed its review ()idle candidates, a recommendation will be made to the Board as to the qualification of each candidate. This recommendation is to have no binding effect and should he considered purely advisorv. (c) Following_ the Credentials Review the candidates who do not qualify shall be notified in ‘ritinz; and.. the candidates \vho qualify, shall be certified in writing, no later than May 15. Section 5.04: Proced for Becoming a Candidate Any Consumer or Non -Consumer seeking election to the Board shall tile a Statement of Candiclacy with the Credentials Review no later than April 30. The statement shall include the name and residence address of the candidate and shall certify that the candidate (i) possesses the qualifications referenced in Section 4.06 (a) or (b) of these bylaws; (ii) has no conflict of interest as defined in Article 9 of these bylaws; (iii) is not disqualified by any provision of these bylaws from seeking or holding office as a trustee, and (iv) is committed to promoting the overall philosophy and goals of the corporation. Section 5.05: Conduct of Elections (a) The President, with the consent of the Board of Trustees, shall appoint tour trustees to the Nominating Committee. The Nominating Committee, shall consist of two Non -Consumer Trustees and two Consumer Trustees, whose terms do not expire in that election year. The Nominating Committee shall nominate the best qualified candidate(s) from the list of candidates certified by the Credentials Review. (b) Within thirty days of each annual election of each year, the Nominating Committee shall submit to the Secretary the names of one or more nominees for each prospective vacancy for the office of Trustee. Within ten days thereafter, the Secretary shall notify each trustee in writing of these nominations. (e) Within ten days after the mailing or personal delivery of the aforementioned notice of nominations, any two trustees may nominate any qualified person(s) as a Trustee by submitting in writing to the Secretary, the nominee's name, and in the case of a Non - consumer trustee vacancy, the Professional category for which the nomination is being made. (d ) After receiving nominations, the Secretary shall submit all qualified nominations to the Board of Trustees. The Board shall hold an election to fill the vacancies of the Board of Trustees. Each Trustee is entitled to one vote, which shall be submitted by secret ballot. Neither proxy, nor absentee voting by mail, shall be allowed. The President shall appoint three members of the Board of Trustees to count the votes and announce the results of the election. The nominee(s) receiving the greater number of votes shall be declared the winner(s) and shall he installed as a trustee(s). Section 5.06: Tie Vote A tie vote among two or more candidates shall he decided by the President of the Board ofTr by castiml his her vote to break the tie. 10 ARTICLE 6 OFFICERS Section 6.01: Name of Officers The officers of this Corporation shall be a President, Vice -President, Second Vice -President, Secretary and Treasurer, and such other officers as the Board of Trustees, may, in its discretion, from time to time appoint. At least two officers shall be Consumer Trustees. One person may hold two or more offices, except those of President and Secretary or President and Treasurer. The office of President of the Board shall he held by a Consumer Trustee. Section 6.02: Election and Tenn of Office The officers named in these bylaws shall be elected annually by the Board of Trustees, at it first meeting after the annual election of trustees and such other officers shall hold office until his;her resignation or removal, or until his/her successor is elected and assumes office, whichever occurs first. Officers appointed at the discretion of the Board shall serve such terms, have such authority and perform such duties as are provided in these bylaws or as may be prescribed from time to time by the Board. Neither proxy nor absentee voting by mail will be allowed for the election of officers. Section 6.03: Removal and Resignation An officer may he removed for cause by a majority of the Board of Trustees. Anv officer may resign at any time by giving written notice to the Board of Trustees, the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the elate of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of the resignation by the Board shall not be necessary to make it effective. Section 6.04: Vacancies Anv vacancies caused by the death., resination, removal, or otherwise of any officer. shall be filled within ninety (90) days. or as soon thereafter, as reasonable practicable, b\ the Board of -trustees for the unexpired portion of the term. 11 Section 6.05: Duties of the President The president shall, in general, he subject to the control of the Board of Trustees, insure that all business and affairs of the Commotion are properly supervised, except as to those functions which are the responsibility of the Chief Executive Officer. The President shall perform all duties incident to the office of President and such other duties as may be required by law or these bylaws, or which may be assigned from time to tirne by the Board of Trustees and shall he an ex-officio member of any Committee. The President shall preside at meetings of the Board ofTrustees. Section 6.06: Duties of the Vice -President Second Vice President The Vice -President shall, in the absence or disability of the President, perform all the duties of the President and when so acting shall have all the powers of, and he subject to the restrictions on, the President. The Vice -President shall have such other powers and perform such other duties as may be imposed by law or hy these bylaws, or as may he prescribed from time to time by the Board of Trustees. The Second Vice -President shall assume such duties as may be prescribed from time to time by the Board of Trustees or the President, and in the absence or disability -of the Vice -President shall assume hisiher duties. Section 6.07: Duties of the Secretary The Secretary shall: (a) Certify and keep at the principal office of the Corporation the original or a copy of these hylaws as amended or otherwise altered to date. (h) In general, perform all duties incidental to the office of Secretary and such other duties as may be required by law or by these bylaws, or which may be assigned to the Secretary from time to time by the Board of Trustees. (c) Keep at the principal office of the Corporation the seal of the Corporation. (d) Attend and insure that all minutes are prepared and sent to Trustees prior to Board meetings. (e) Insure that agendas are sent out to Trustees prior to Board meetings, (f) Maintain or have maintained at the principal office of the Corporation. a copy of official documents of the Board of Trustees. 12 (g) Maintain a list of members of the Corporation (i.e. the Trustees) containing, as required by law, the names and addresses of members and the beginning and ending dates of their membership. Section 6.08: Duties of the 'Treasurer The Treasurer shall: (a) Be responsible that all accounts and securities of the Corporation and deposits of all funds held by, or in the name of the Corporation are audited annually. (b) Be responsible that adequate and correct accounts of the Corporation's properties and business transactions including accounts of its assets, liabilities, receipts. disbursements, gains, losses, are kept and maintained. (c) Be responsible for insuring the monthly fiscal reports of the operations of the center are made available to the Board of Trustees. (d) Be one of the authorized signatories of checks. (e) in general, perform all duties incident to the office of Treasurer and such other duties as may be required by law or these bylaws, or which may be assigned to the Treasurer from time to time by the Board of Trustees. ARTICLE 7 COMlMITTEES Section 7.01: Establishment of Committees Standing and non -standing committees may he established and their purpose defined by the Board of Trustees. The following shall be the standing committees: Executive, Bylaws, Budget & Finance, Audit, Strategic Planning and Personnel. Membership to standing and non -standing committees shall be appointed by the President. The Board of Trustees shall approve and appoint members of advisory committees for programs and direct staff members to establish and participate in other committees which may be required by law. See on 7.02: Committee Membership Standing and non -standing committee membership appointed by the President is limited to Trustees. The Board of' Trustees may approve and appoint Advisory committees to assist the standing and non -standing committees. The President shall appoint a committee chairperson for the first committee meeting and the committee shall elect its own permanent chairperson as its first order of business. Non -Consumer Trustees maybe appointed and elected chairpersons of Committees. The Audit, Personnel, Bylaws and Strategic Planning Committees shall consist of a minimum of seven (7) members; the composition of all other Committees shall be established by the President, or by other applicable provisions of the Bylaws. Section 7.03: Committee Functions Committees shall act in an advisory capacity to the Board of Trustees, but shall not act in the name of the Board. Committees shall report regularly to the Board as appropriate, or as directed by the President. Resolutions and recommendations of committees are not binding on the board, but a committee may request the Secretary of the Board to make public such resolutions or recommendations . The right to vote at a committee meeting is reserved for committee members only, but any Board member may attend any committee meeting and participate in the discussion of business at such meeting. Section 7.04: Executive Committee The Executive Committee is composed of officers of the Corporation. The President chairs the committee and may request the presence of other Trustees at any Executive Committee meeting. The Executive Committee transacts routine business between meetings of the Board of Trustees and acts in emergencies. All business transacted by the Executive Committee is reported to the Board of Trustees and its action shall he submitted for ratification at the Board's next regularly scheduled meeting. The Executive Committee meets at the call of the President or upon written request of a majority of the officers. The President shall establish the agenda for all Executive Committee Meetin!us allowing additional agenda items to be proposed by any member of the Executive Committee. Three (3) members of the Committee shall constitute a quorum. Section 7.05: Audit Committee The Board of Trustees v-iI1 appoint an Audit Committee. The Board may appoint Board ;Members or non-members to the Audit Committee. No member of the Corporation's staff or any Board member with a financial interest in the Corporation may be appointed to the Audit Committee. The President will appoint one member of the :\udit Committee as its Chair. The Chair, however. may not also he a member of the Budget finance Committee. "lhe Audit Committee will have the following duties: 14 (a) viake recommendations to the Board of Trustees on retaining, retention, termination and compensation of the Corporation's independent auditor; (h) Confer with the auditor to satisfy its members that the Corporation's financial affairs are in order; (c) Review and determine whether to accept the annual independent audit; and (d) Approve any non -audit services to be performed by the Corporation's independent auditor. Section 7.06: Powers of Committees Regarding Personnel (a) No Committee established by the Board shall have any authority to select, terminate, investigate, evaluate, direct the activities of, or determine the compensation or terms and conditions of employment, or any individual staff member, except as provided in Section 8.01 and 8.03. (b) This section does not prohibit the Board of Trustees from establishing a committee to seek out, evaluate, and recommend candidates for the position of Chief Executive Officer. ARTICLE 8 ADMINISTRATION Section 8.01: Chief Executive Officer The Chief Executive Officer shall: (a) Be the Chief 1\dministrativc Officer of the Corporation and an employee thereof. (b) Be selected and employed by the Board of Trustees. (c) Be responsible to the Board of Trustees as a whole for the management of the affairs of the Corporation and its programs, including but not limited to the hiring, tiring, and supervising ofemployees; purchasing of equipment: and carrying out personnel policies and such other policies as the Board of Trustees may from time to time direct. (d) Make available to the Board of Trustees and its officers all non -confidential administrative information. However, such information shall be requested at a time and in such a manner so as to minimize administrative inconveniences. (e) The Chief Executive Officer or his designee shall receive notice of and attend all meetings of the Board and may participate in the deliberations of the Board with all the rights and privileges of the trustee except that: The Chief Executive Officer shall not have the right to vote. and The Board may exclude the Chief Executive Officer from its meetings when reviewing tenure of the Chief Executive Officer, performance of, or compensation, or when discussing the removal or censure of a trustee or officer, in an executive session. Section 8.02: Board Directions to Staff The Board shall not give administrative directions to the staff or any member thereof except through the Chief Executive Officer. Section 8.03: Compensation of Chief Executive Officer and Chief Financial Officer The Board shall review and approve the compensation, including benefits, of its Chief Executive Officer and Chief Financial Officer to assure that such compensation is just and reasonable in compliance with the Non -Profit integrity Act, or any other applicable law. ARTICLE 9 CONFLICTS OF INTEREST Section 9.01: Employment of or Authority Over Immediate Family No person shall hold a job with the Corporation under any of the following circumstances: (a) When employee's immediate family, as defined in Section 10.02. exercises supervisory authority over the person. (b) While a member of employee's innnediate family serves as a trustee or as a member of an advisory committee. Section 9.02:ml Trustee's Relationship to the Corporation During the services as a trustee, and for one year after termination as a trustee, no person shall he employed by the Corporation, nor shall such person provide any goods (other than as trustee) for compensation to the Corporation, or to any program operated by the Corporation. Section 9.03: Election of Employees as Trustees No current or former employee of the Corporation, or employee of a program operated by the Corporation, shall be eligible to serve as a trustee or any Corporation policy -making body for a period of one year afler termination as an employee. Section 9.04: Financial Interests No personin a direct financial relationship with the Corporation's activities (i.e., income producing activities for that person or the person's immediate family) shall be eligible for either membership on the Board of Trustees or employment with the Corporation or in any program operated by the Corporation. Section 9.05: Let al Conflict No person in a direct legal conflict with the Corporation shall be eligible for membership on the Board of Trustees for at least one year following the settlement of the legal conflict. The Board and staff members shall not knowingly or willfully: solicit or receive (or offer or pay) any renumeration (including kickback, bribe, or rebate) directly or indirectly, overtly or covertly, in cash or in kind, in return for referring (or to induce such person to refer) an individual or organization, for the furnishing or arranging for the furnishing of any item or service, or in retum for purchasing, leasing, ordering, or recommending purchasing, leasing, or ordering, or to purchase, lease, or order, any goods, facility, service or item. ARTICLE 10 GENERAL PROVISIONS Section 10.01: Corporation Offices The principal office ot'the Corporation shall be located in the County of Snn Diego, California. The Board of Trustees shall establish the location of the principal office within the County of San Diego. The Corporation may also have offices at such other places, within or without the State ofCalifon' ia as its business may require and as the Board of Trustees may from time to time designate. 17 Section 10.02: Definitions (a) "Consumer" is a person eighteen years of age or older who is registered at the Center. Consumers, other than those elected as trustees, are not members of the Corporation. (b) "Consumer Trustee" is a consumer residing in, and elected as trustee from the service area. (c) "Continuing Trustee" is a Consumer trustee ‘vhose term of office extends beyond the end of the current election year. (d) "Immediate Family" is a member of the immediate family and shall include the following persons: husband, wife, father, mother, sister, brother, son, daughter, father-in-law, mother- in-law, brother-in-law, to include that which in Spanish is known as "concufio" and "concuna", son-in-law and daughter-in-law. (e) "Non -Consumer Trustee" is a person elected to serve on the Board of Trustees for a special contribution of his/her occupational talents or other abilities which will achieve the Corporation's goals and objectives. "Service Area" is the community and that portion of the surrounding areas designated annually by the Board of Trustees, as the primiiry geographic area to receive the services provided by the Corporation. Any change in the boundaries of the Service Area shall not have any effect in the status or term of a trustee in office at the time of change. (g) ''Trustee" is a member of the Board of Directors. Section 10.03: Bylaws Amendment Subject to the limitation of any new law of the State of California applicable to the amendment of bylaws of a non-profit Corporation, these bylaws or any portion thereof may be amended, or repealed and new bylaws adopted, at a regularly scheduled meeting of the Board of Trustees, provided that said amendment is submitted in writing to the Secretary by at least three trustees at the regularly scheduled meeting previous to voting. Any amendment fixing or altering the number of authorized members of the Board of Trustees shall be adopted only by the Trustees acting as members of the Corporation. Section 10.04: English/Spanish versions of Bylaws These Bylaws, and any Amendments, thereto, shall be produced in both English, as well as Spanish language versions. In interpreting the provisions of these Bylaws, the English version shall govern. 18 Name & J^" v,y Board Title Year Nominated & Year Term Ends Employer Macario Gutierrez, Chairman & President 1976 — N/A Our Lady of Peace Victor Nieto, Vice President 1999 — N/A Retired Laura Andrews, Board Member 2008 — N/A Mental Health America — San Diego Mercedes Bernal, Board Member 1997 — N/A Kaiser Permanente Roy Cazares, Board Member 2000 - N/A Retired Ruth Covell, Board Member 1993 - N/A UCSD School of Medicine Raul Eribez, Board Member 2005 - N/A Retired Gilbert Fimbres, Board Member 1997 - N/A Longwood Management Efrain Ibarra Board Member 2010 — N/A South County Economic Development Council Margarita Navarro, Board Member 1998 - N/A Manchester Resorts, Inc. Michael Owens, Board Member 2008 — N/A Molina Magdalena Peraza, Board Member 1998 - N/A Self Employed Reynaldo Perez, Board Member 1995 - N/A Aircraft Service Int. Grp Gloria Ramirez, Board Member 1995 - N/A SER Jobs for Progress Yolanda Santana, Board Member 1981 - N/A SER Jobs for Progress Tomas Urtasun, Board Member 2010 - N/A Hutchens Public Relations EXHIBIT D TECHNICAL ASSISTANCE MATERIALS The Subrecipient received the following items on January 18, 2010: 1. Playing by the Rules, A Handbook for CDBG Sub -recipients on Administrative Systems 2. OMB Circular No. A-122: Cost Principals for Non -Profit Organizations 3. Quarterly/Annual Performance Reporting Form 4. A Comprehensive Compliance and Performance Monitoring Checklist 5. Expenditure Reimbursement Claim Form 6. Qualifying Beneficiary Intake Data Form 7. Sample Sub -recipient Agreement and Exhibits (Scope of Services, Budget, Board of Directors and By-laws, Affirmative Action Policy and Insurance Requirements) 8. CDBG-Recovery Act Special Conditions and Sample Reporting Documents The reference documents will assist the Subrecipient to understand U.S Department of Housing and Urban Development (HUD) and City of National City rules, regulations, and reporting requirements. The Grantee also reviewed CDBG regulations under Title 24 that can be found on the CDBG webpage on the HUD website: http://www.hud.gov/offices/cpd/communitydevelopment/programs/entitlement EXHIBIT E AFFIRMATIVE ACTION POLICY- 1. Provision of Program Services a. SUB -RECIPIENT shall not, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. b. SUB -RECIPIENT shall not under any program or activity funded in whole or in part with CDBG funds, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap: 1) Deny any facilities, services, financial aid or other benefits provided under the program or activity; or 2) Provide any facilities, services, financial aid, or other benefits which are different or are provided in a different form from that provided to others under the program or activity; or 3) Subject to segregated or separate treatment in any facility in, or in any matter of process related to receipt of any service or benefit under the program or activity; or 4) Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid, or other benefits under the program or activity; or 5) Treat an individual differently from others in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet in order to be provided any facilities, services, or other benefits provided under the program or activity; or 6) Deny any opportunity to participate in a program or activity as an employee. c. SUB -RECIPIENT may not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of race, religion, color, national origin, sex, sexual preference, or handicap, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, religion, color, national origin, sex, sexual preference or handicap. d. SUB -RECIPIENT, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying them the benefits of, or subjecting them to discrimination on the grounds of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto: e. In administering a program or activity funded in whole or in part with CDBG funds regarding which the SUB -RECIPIENT has previously discriminated against persons on the grounds of race, religion, color, national origin, sex, sexual preference or handicap, the SUB -RECIPIENT must take affirmative action to overcome the effects of prior discrimination. f. Even in the absence of such prior discrimination, a SUB -RECIPIENT in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin, or sex. Where previous discriminatory practice or usage tends, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, to exclude individuals from participation in, to deny them the benefits of, or to subject them to discrimination under any program or activity to which CDBG funding applies, the SUB -RECIPIENT has an obligation to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. g. A SUB -RECIPIENT shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in services or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. h. Notwithstanding anything to the contrary in Sections J. 1. (a. through h.), nothing contained herein shall be construed to prohibit any SUB -RECIPIENT from maintaining or constructing separate living facilities or rest -room facilities for the different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed only by a member of the same sex as the recipients of the services. 2. Employment Discrimination a. SUB -RECIPIENT shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, or handicap. SUB -RECIPIENT shall take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rate -of -pay or other forms of compensation and selection for training including apprenticeship. SUB -RECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. b. SUB -RECIPIENT shall, in all solicitations or advertisements for employees placed by or on behalf of SUB -RECIPIENT, state that all qualified applications will receive consideration for employment without regard to race, color, religion, sex, national origin, age, or handicap. c. SUB -RECIPIENT shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the CDC's contracting officers, advising the labor union or workers' representative of SUB -RECIPIENT'S commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in conspicuous places available to employees and applicants for employment. d. SUB -RECIPIENT shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.. e. SUB -RECIPIENT shall furnish to the CDC all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. f. In the event of SUB -RECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and SUB - RECIPIENT may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. SUB -RECIPIENT shall include the provisions of Section II. J. 2. (a. through f.), "Affirmative Action Policy," paragraphs (1) through (6) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. SUB -RECIPIENT shall take such action with respect to any subcontract or purchase order as the CDC may direct as a means of enforcing such provisions including sanctions for non-compliance; provided, however, that in the event SUB -RECIPIENT becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CDC, SUB -RECIPIENT may request the United States to enter into such litigation to protect the interests of the United States. h. SUB -RECIPIENT shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). SUB -RECIPIENT shall also provide ready access to and use of all CDBG fund -assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et sea.). 3. Remedies: In the event of SUB -RECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and SUB - RECIPIENT may be declared ineligible for further government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. Exhibit F OP ID: PC At pro CERTIFICATE OF LIABILITY INSURANCE DATE11/16DMlYY) 11/16/10 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. . IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 626-405-8031 Chapman 626,405-0585 License #0522024 P. O. Box 5455 Pasadena, CA 91117-0455 CONTACT NAME: PHONE FAX EM): (A/C No): MAILo ADDRESS: PRODUCER SANYS-1 CUSTOMER ID X. INSURER(S) AFFORDING COVERAGE NAIC M INSURED San Ysidro Health Center 4004 Beyer Blvd San Ysidro, CA 92173 INSURER A: Riverport Insurance Company 36684 INSURERB:US Fidelity & Guarantee INSURERC:NORCAL 33200 INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTRINSR TYPE OF INSURANCE ADDL SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP IMMIDDIYYYY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY 1 CLAIMS -MADE X OCCUR X RIC0011237 08/01/10 08/01/11 EACH OCCURRENCE $ 1,000,000 PRDAEAI EMSORENTED SET (ER occurrence) $ 100,000 MED EXP (Any one person) PERSONAL &ADV INJURY $ $ 5,000 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY JLC LOC PRODUCTS - COMP/OP AGG $ 1,000,000 —1 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS X RIC0011237 08/01/10 08/01/11 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ X X $ $ UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS YIN N / A X D250W00096 04/01/10 04/01/11 X WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 1,000,000 below E.L. DISEASE - POLICY LIMIT $ C Professional Liab Claims Made 610331 RETRO DATE: 2/1/79 04/01/10 04/01/11 Per Claim Aggregate 2,000,000 4,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of National City, Its elected officials, officers, agents and employees named additional insured with respect to the General/Automobile Liability policy of the named insured per the attached endorsements. Waiver of subrogation on General Liability applies in favor of certificate holder per the attached endorsement. Workers compensation coverage (Contd...) CERTIFICATE HOLDER CANCELLATION NATCITI City of National City c/o City Attorney's Office 1243 National City Blvd National City, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE \ ACORD 25 (2009/09) © 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NOTEPAD INSUREDS NAME San Ysidro Health Center SANYS-1 OP ID: PC PAGE 2 DATE 11/16/10 Sexual Misconductccoveragepis included In the Professional Liability Policy. 450 limit 8 1e po 1 Ins. - #R1C0011237 - Blnkt Building - NOTEPAD: HOLDER CODE NATCITI INSURED'S NAME San Ysidro Health Center SANYS-1 OP ID: PC PAGE 3 DATE 11/16/10 excluded, evidence only. 10 days notice of cancellation for non -pay of premium. POLICY NUMBER: RIC0011237 COMMERCIAL GENERAL LIABILITY CG20260704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) COUNTY OF SAN DIEGO, THE MEMBERS OF THE BOARD OF SUPERVISORS OF THE COUNTY AND THE OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS C/O EBIX BPO P.O. BOX 257, REF#108-52 PORTLAND OR 48875 CITY OF NATIONAL CITY, ITS ELECTED OFFICIALS, AGENTS AND EMPLOYEES c/o City Attorney's Office 1243 NATIONAL CITY BLVD. NATIONAL CITY CA 91950 COUNTY OF SAN DIEGO, THE MEMBERS OF THE BOARD OF SUPERVISORS OF THE COUNTY, COMMUNITY CLINICS HEALTH NETWORK(A SUBSIDAIRY OF THE COUNCIL OF COMMUNITY) THE OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS OF THE COUNTY,INDIVIDUALLY OR COLLECTIVELY C/O EBIX, INC. P.O. BOX 881639 CITY OF SAN DIEGO AND ITS RESPECTIVE ELECTED OFFICIALS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES ATTN: YOLANDA D. KELLY PURCHASING AND CONTRACTING DEPT, 1200 3RD AVENUE, STE. 300 SAN DIEGO CA 92101 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 in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property dam- age" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG20260704 © ISO Properties, Inc., 2004 Page 1 of 1 0 POLICY NUMBER: RIC0011237 RIVERPORT INSURANCE COMPANY THIS ENDORSEMENT CHANGES YOUR POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - AUTOMOBILE This endorsement modifies coverage under your: BUSINESS AUTO COVERAGE PART SECTION II - LIABILITY COVERAGE, Paragraph A. COVERAGE, Item 1. WHO IS AN INSURED is amended to include the person or organization named below, but only with respect to acts or actions of the named insured, that is, acts arising out of occurrences with respect to vehicles hired or used by the named insured, and not to acts or actions of the following named additional insured(s), its or their employees, agents or representatives. NAME OF PERSON OR ORGANIZATION DESCRIPTION OF AUTOMOBILE CITY OF NATIONAL CITY AS THEIR INTEREST MAY APPEAR 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950 CITY OF SAN DIEGO AS THEIR INTEREST MAY APPEAR ATTN: YOLANDA D. KELLY PURCHASING & CONTRACTING DEPT. SAN DIEGO CA 92101 COUNTY OF SAN DIEGO AS THEIR INTEREST MAY APPEAR CIO EBIX BPO P.O. BOX 257, REF #108-52 PORTLAND OR 48875 ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. RPCA 71 02 08 05 Page 1 of 1 RIVERPORT INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Throughout this endorsement, the words 'you" and "your" refer to the Named Insured shown in the Declarations. The word "we," "us," and "our" refer to the company providing this insurance. The following is only a summary of the additional coverages provided by this endorsement and is provided only for your reference and convenience. For the Limits of Insurance and the additional coverages provided by this endorsement, read the provisions on the following pages and the Coverage Form, which this endorsement modifies. SUBJECTS OF INSURANCE Broadened Bodily Injury Broadened Personal and Advertising Injury Broadened Property Damage Broadened Fire, Lightning, Explosion, and Sprinkler Leakage - $500,000 Broadened Medical Payments - $10,000 Broadened Supplementary Benefits a. Bail Bonds - $1,000 b. Expenses Incurred to Assist in Defense - $500 per Day Broadened Newly Acquired or Formed Organization Broadened Non -Owned or Chartered Watercraft or Aircraft Broadened Commercial General Liability Conditions a. Duties in the Event of Occurrence, Offense, Claim, or Suit b. Liberalization — Automatic Coverage If We Adopt Broader Coverages c. Notice to Company Automatic Coverage for "Special Events" Automatic Additional Insureds a. Athletic Activity Participants b. Contractual Obligations c. Funding Sources d. Manager or Lessor of Premises e. Owner, Manager, Operator, or Lessor of "Special Event" Premises f. Supervisors or Higher in Rank — Co -Employee Exclusion Removed g. Limitations Blanket Waiver of Subrogation Priority of Application for Multiple Insureds The coverages listed in this endorsement are provided as extensions or additions to your insurance program. RPCG 74 12 08 05 Page 1 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. RIVERPORT INSURANCE COMPANY 1. BROADENED BODILY INJURY SECTION V — DEFINITIONS Item 3. is replaced with: 3. "Bodily injury" means physical injury, sickness, or disease sustained by a person, including death resulting from any of these. "Bodily injury" also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person. 2. BROADENED PERSONAL AND ADVERTISING INJURY SECTION V — DEFINITIONS Item 14. is replaced with: 14. "Personal and Advertising Injury" means injury, including consequential "bodily injury" arising out of one or more of the following offenses during the policy period. a. False arrest, detention, or imprisonment; b. Malicious prosecution or abuse of process; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling, or premises that a person occupies by or on behalf of its owner, landlord, or lessor; d. Oral, written, televised, videotaped, or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products, or services; e. Oral, written, televised, videotaped or electronic publication of material that violates a person's right of privacy; or f. Misappropriation of advertising ideas or style of doing business; or Infringement of copyright, title, or slogan. g• h. Mental injury, mental anguish, humiliation, or shock, if directly resulting from Items 14.a. through 14.g. above. SECTION I — COVERAGES COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 2. Exclusions, Paragraphs b. and c. are replaced with: (b) Material Published with Knowledge of Falsity "Personal and advertising injury" arising out of oral, written, televised, videotaped, or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (c) Material Published Prior to Policy Period "Personal and advertising injury" arising out of oral, written, televised, videotaped, or electronic publication of material whose first publication took place before the beginning of the policy period; 3. BROADENED PROPERTY DAMAGE SECTION 1— COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 2. Exclusions, Paragraph a. is replaced with: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 4. BROADENED FIRE, LIGHTING, EXPLOSION AND SPRINKLER LEAKAGE A. SECTION 111 — LIMITS OF INSURANCE Paragraph 6. is replaced with: 6. Subject to 5. above, the Damage to Premises Rented to You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premises while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner; and b. Personal property of others in your care, custody, or control, while at premises rented to you or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner, arising out of any one fire, lightning, explosion or sprinkler leakage occurrence. The Damage to Premises Rented to You Limit is the greater of: c. $500,000; or d. The amount shown in the Declarations for Damage to Premises Rented to You Limit. B. SECTION I — COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 2. Exclusions, Paragraphs c. through n., do not apply to damage by fire, lightning, explosion, or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE (SECTION III). C. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 4. Other Insurance, Item b. (1) (b) is replaced with: (b) That is Fire, Lightning, Explosion, or Sprinkler Leakage insurance for premises RPCG 74 12 08 05 Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. RIVERPORT INSURANCE COMPANY rented to you or temporarily occupied by you with permission of the owner; or D. SECTION V — DEFINITIONS Item 9.a. is replaced with: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; E. This Broadened Coverage is subject to all the terms of SECTION III — LIMITS OF INSURANCE. F. This Broadened Coverage does not apply if Fire Damage Liability of COVERAGE A (SECTION I) is excluded either by the Declaration to this Coverage Part or by an endorsement to this Coverage Part. 5. BROADENED MEDICAL PAYMENTS A. SECTION ID — LIMITS OF INSURANCE The following provision is added to Paragraph 7: The Medical Expense Limit shall be the greater of: a. $10,000; or b. The amount shown in the Declarations for Medical Expense Limit. B. This Medical Expense Limit is subject to all the terms of SECTION III — LIMITS OF INSURANCE. C. This above Medical Expense Limit does not apply if COVERAGE C MEDICAL PAYMENTS is excluded either by the Declaration to this Coverage Part or by an endorsement to this Coverage Part. 6. BROADENED SUPPLEMENTARY PAYMENTS SECTION 1— COVERAGES SUPPLEMENTARY PAYMENTS — COVERAGES A AND B Paragraphs 1.b. and 1.d. are replaced with: b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit," including actual loss of earnings up to $500 a day because of time off from work. 7. BROADENED NEWLY ACQUIRED OR FORMED ORGANIZATION SECTION II — WHO IS AN INSURED Item 3.a is replaced by the following: 3. a. Coverage under this provision is afforded A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; Parking an "auto" on, or on the ways next to premises you own or rent, provided the "auto" is not owned by or rented, or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance, or use of aircraft, watercraft, or "autos"; or "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f. (2) or f. (3) of SECTION V — DEFINITIONS, Paragraph 12., "Mobile Equipment"; or (6) An aircraft you do not own that is: (a) Hired, chartered, or loaned with a crew; and (b) Not owned in whole or in part by any insured. This insurance does not apply, under Paragraph g.(1) and g.(2) above, if the insured has any other insurance for "bodily injury" or "property damage" which would also apply to loss covered under this provision, whether the other insurance is primary, excess, contingent, or on any other basis. This insurance is excess, under Paragraph g. (6) above, over any other insurance, whether the other insurance is primary, excess, contingent or on any other basis. only until the 120th day after you acquire or form the organization or the end of the policy period, whichever is earlier. 8. BROADENED NON -OWNED OR CHARTERED WATERCRAFT OR AIRCRAFT SECTION 1— COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY Paragraph 2.g. is replaced by the following: 2. g. "Bodily injury" or "property damage" arising out of the ownership, maintenance, use, or entrustment to others of any aircraft," auto," or watercraft owned by or operated by, or rented or loaned to, any insured. Use includes operation and "loading or unloading," This exclusion does not apply to: (1) (3) (5) (7) (8) RPCG 74 12 08 05 Page 3 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. RIVERPORT INSURANCE COMPANY 9. BROADENED COMMERCIAL GENERAL LIABILITY CONDITIONS ' A. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS Paragraph 2. Duties in The Event Of Occurrence, Offense, Claims Or Suit is amended to add the following provision: e. Your obligation to notify us as soon as practicable of an "occurrence," or offense under Paragraph 2.a. above, or a claim or "suit" or offense under Paragraphs 2.a., 2.b., and 2.c above, is satisfied if you send us written notice as soon as practicable after any of your "executive officers," directors, partners, insurance managers, or legal representatives becomes aware of, or should have become aware of, such "occurrence," offense, claim or "suit." B. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS The following provisions are added: 10. Liberalization If we adopt any revision that would broaden the coverage under this coverage part without additional premium within 30 days prior to or during the policy period, the broadened coverage will immediately apply to this coverage part. 11. Notice To Company If you report an "occurrence" or offense to your Workers' Compensation insurer which later becomes a claim under this Coverage Part, failure to report such "occurrence" or offense to us at the time of the "occurrence" or offense will not be considered a violation of the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition, if you notify us as soon as practicable when you become aware that the "occurrence" or offense has become a liability claim. 10. AUTOMATIC COVERAGE FOR "SPECIAL EVENTS" A. You are automatically covered for all "special events" which you organize, promote, administer, sponsor, or conduct during the term of this policy. B. SECTION V — DEFINITIONS This Section is amended to add the following paragraph: 23. "Special Event" means any event: a. The purpose of which is to raise funds for you; or b. To recognize the accomplishments of your organization, your "employees," or your volunteer workers; or c. Which you, or an individual or organization with whom you have entered into a contract or agreement, organize, promote, administer, sponsor, or conduct for the purposes described in Paragraphs a. or b. above; and d. Which takes place on premises owned by you, or bn premises while rented or leased to you or to that organization described in Paragraph c. above. 11. SECTION 11— WHO IS AN INSURED The following provisions are added: 5. Automatic Additional Insured(s) a. Additional Insureds - Athletic Activity Participants (1) This policy is amended to include as an insured any person(s) [hereinafter called Additional Insured(s)I representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: (a) "Medical expenses" under COVERAGE C. MEDICAL PAYMENTS. (b) "Bodily Injury" to: (i) A co -participant, your volunteer worker or your "employee" while participating in amateur athletic activities that you sponsor; or (ii) You, or any partner or member, (if you are a partnership or joint venture), or any member (if you are a limited liability company); or "Property damage" to property owned by, occupied or used by, rented to , in the care, custody, or control of, or over which physical control is being exercised for any purpose by: (i) A co -participant, your volunteer worker, or your "employee"; or (ii) You, or any partner or member, (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Additional Insured - Contractual Obligations (1) This policy is amended to include as an insured any person or organization (hereinafter called Additional Insured) that you are required by a written "insured contract"; to include as an insured, subject to all of the following provisions: (a) Coverage is limited to liability arising out of: (I) Your ongoing operations performed for such Additional Insured; or (ii) Such Additional Insured's financial control of you; or (iii) The maintenance, operation or use by you of equipment leased to you by such Additional Insured; or (c) RPCG 74 12 08 05 Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. RIVERPORT INSURANCE COMPANY (iv) A permit issued to you by a state or political subdivision. (b) Coverage does not apply to any "occurrence" or offense: Which took place before the execution of, or subsequent to the completion or expiration of, the written "insured contract"; or (ii) Which takes place after you cease to be a tenant in that premises. (c) With respect to architects, engineers, or surveyors, coverage does not apply to "Bodily Injury," "Property Damage," "Personal Injury," or "Advertising Injury" arising out of the rendering or the failure to render any professional services by or for you including: (i) (t) the preparing, approving, or failing to approve or prepare maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (ii) supervisory, inspection, or engineering services. (d) Coverage provided herein shall be considered excess over any other valid and collectible insurance available to the Additional Insured whether that other insurance is primary, excess, contingent, or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. (e) In the event that you are engaged in the manufacture or assembly of any goods or products for the benefit or at the direction of another party, pursuant to a contract or agreement with that party, this Paragraph (d). does not extend coverage to that party as an Additional Insured. Coverage for such a party will be extended only by a specific endorsement issued by us and naming such party. c. Additional Insured — Funding Sources (1) This policy is amended to include as an insured any Funding Source (hereinafter called Additional Insured) which requires you in a written contract to name such Additional Insured but only with respect to liability arising out of your premises or "your work" for such Additional Insured, and only to the extent set forth as follows: (a) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this policy and subject to all the terms, conditions RPCG 74 12 08 05 and exclusions for this policy. The Limits of Insurance applicable to the - Additional Insured are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (b) The coverage provided to the Additional Insured is not greater than that customarily provided by the policy forms specified in and required by the contract. (c) In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. (d) Coverage provided herein shall be considered excess over any other valid and collectible insurance available to the Additional Insured whether that other insurance is primary, excess, contingent, or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. d. Additional Insured Manager or Lessor of Premises (1) This policy is amended to include as an insured any person or organization (hereinafter called Additional Insured) from whom you lease or rent your premises and which requires you to add such person or organization as an Additional Insured in this policy under: (a) A written contract; or (b) An oral agreement or contract where a Certificate of Insurance has been issued showing that person or organization as an Additional Insured; but only if the written or oral agreement is an "insured contract," (1) currently in effect or to become effective during the term of this policy; and (ii) executed prior to the "bodily injury," "property damage," "personal injury", or "advertising injury." (2) With respect to the insurance afforded the Additional Insured identified in Paragraph d. (1) immediately above, the following additional provisions apply: (a) This insurance applies only to liability arising out of the ownership, maintenance, or use of that portion of the premises leased to you; (b) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this policy and subject to all this policy's terms, conditions, and exclusions. The Limits of Insurance applicable to the Page 5of7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. RIVERPORT INSURANCE COMPANY Additional Insured are inclusive of, not in addition to, the Limits of Insurance shown in the Declarations. (c) In no event shall the coverages or Limits of Insurance in this Coverage Part be increased by such contract or agreement. (d) Coverage provided herein shall be considered excess over any other valid and collectible insurance available to the Additional Insured whether that other insurance is primary, excess, contingent, or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. This insurance does not apply to: (a) Any "occurrence" or offense which takes place after you cease to be a tenant in the premises covered by this endorsement; or (b) Structural alterations, new construction, or demolition operations performed by or on behalf of the Additional Insured. e. Additional Insured — Owner, Manager, Operator or Lessor of "Special Events" Premises (1) This policy is amended to include as an insured any person or organization (hereinafter called Additional Insured) from whom you lease, rent or occupy the premises upon which a "special event" is held, sponsored or conducted by you, or on your behalf, under: (3) (a) (b) A written contract; or An oral agreement or contract where a Certificate of Insurance has been issued showing that person or organization as an Additional Insured; but only if the written or oral agreement is an "insured contract," (i) currently in effect or to become effective during the term of this policy; and (ii) executed prior to the "bodily injury," "property damage," "personal injury," or "advertising injury." (2) With respect to the insurance afforded the Additional Insured identified in Paragraph e. (1) of this endorsement, the following additional provisions apply: (a) This insurance applies only to liability arising out of the use of that portion of the premises while leased or rented to you for the specific "special event"; (b) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the contract or (3) agreement pertaining to the use of the premises -or in the Declarations for this policy and subject to all of this policy's terms, conditions, and exclusions. The Limits of Insurance applicable to the Additional Insured are inclusive of, not in addition to, the Limits of Insurance shown in the Declarations. (c) In no event shall the coverage or Limits of Insurance in this Coverage Form be increased by such contract or agreement. (d) Coverage provided herein shall be considered excess over any other valid and collectible insurance available to the Additional Insured whether that other insurance is primary, excess, contingent, or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. This insurance does not apply to: (a) Any "occurrence" or offense which takes place after you cease to be a tenant, licensee or occupant in the premises covered by this endorsement; or (b) Any acts or "occurrences" caused by or attributable to the owner, manager, operator, or lessor of the premises upon which the "special event" is held. f. Additional Insured — Supervisors or Higher in Rank (1) This policy is amended to include as insured any "employees" (hereinafter called Additional Insured), designated as supervisor or higher in rank, who are authorized by you to exercise direct or indirect supervision and control over "employees" and the manner in which work is performed, but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" designated as supervisor or higher in rank, is an insured for: (a) "Bodily injury' or "personal injury": (i) To you, to your partners or members (if you are a partnership or joint venture), or to your members (if you are a limited liability company); (ii) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph (a)(i) above; or RPCG 74 12 08 05 Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. g• RIVERPORT INSURANCE COMPANY (iii) Arising out of his or her providing of failing to provide professional health care services. (b) "Personal Injury": to a co -"employee" while in the course of his or her employment, or (ii) to the spouse, child, parent, brother or sister of that co - "employee" as a consequence of Paragraph (b)(i) above; (iii) for which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (b) (i) or (b) (II) above. (c) "Property damage" to property: (i) owned, occupied or used by; or (ii) rented to, in the care, custody, or control of, or over which physical control is being exercised for any purpose by: you, any of your "employees," any partner, or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). Additional Insured — LIMITATIONS (1) The persons, entities, or organizations to which coverage is extended under Paragraphs a. (Athletic Activity Participants), b. (Contractual Obligations), c. (Funding Sources), d. (Managers or Lessors of Premises), and e. (Owner, Manager, Operator, or Lessor of "Special Events" Premises) are Additional Insureds, but only: (a) With respect to each Additional Insured's vicarious liability for "actual damages" solely caused by you or by "your work" that is ongoing for such Additional Insured's supervision of "your work"; and (b) If the Additional Insured did not cause or contribute to the "occurrence" or act resulting in liability. (2) If an endorsement is attached to this policy and specifically names a person or organization as an Additional Insured, then the coverage extended under this paragraph 4. AUTOMATIC ADDITIONAL INSURED(S) does not apply to that person, entity, or organization. SECTION V — DEFINITIONS, This section is amended to add the following Item 24: (3) (I) 24. "Actual Damages" is to have its usual and customary legal meaning and excludes without limitation, punitive damages, restitution, penalties, and formula damages added to "actual damages" and any other enhanced damages. (4) All other terms and conditions of this Coverage Part which are not inconsistent with this Paragraph h. apply to coverage extended to the above referenced Additional Insureds REGARDLESS OF WHETHER OR NOT A COPY OF THIS COVERAGE PART AND/OR ITS ENDORSEMENTS ARE DELIVERED TO AN ADDITIONAL INSURED. 12. BLANKET WAIVER OF SUBROGRATION SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS Item 8. is replaced with: 8. Transfer of Rights Of Recovery Against Others To Us And Blanket Waiver Of Subrogation a. If an insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. If required by written "insured contract," we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract for that person or organization and included in the "products - completed operations hazard." 13. PRIORITY OF APPLICATION FOR MULTIPLE INSUREDS SECTION III — LIMITS OF INSURANCE This Section is amended to add the following paragraph: 8. In the event a claim or "suit" is brought against more than one insured, due to "bodily injury" or "property damage" from the same "occurrence," or "personal injury," or "advertising injury," from the same offense, we will apply the Limits of Insurance in the following order: a. You; b. Your "executive officers," directors, "employees," and c. Any other insureds in any order that we choose. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. RPCG 74 12 08 05 Page 7 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Exhibit "G" Special Provisions for CDBG-Recovery Contracts A. General - The Subrecipient shall comply with the American Recovery and Reinvestment Act of 2009 (Public Law 111-005, the "Recovery Act"), the Supplemental Appropriations Act of 2009 pertaining to labor requirements, the HUD Notice of Program Requirements for Community Development Block Grant Program Funding under the American Recovery and Reinvestment Act of2009, 74 Fed. Reg. 21816 (May 11, 2009) "the Notice", (as now in effect and as amended from time to time), Title I of the Rousing and Community Development Act of 1974, as amended (42 USC 5301 et seq.) (as modified by the Notice) and HUD regulations at 24 CFR part 570 (as now in effect and as may be amended from time to time as modified by the Notice). The Subrecipient certifies that funds under this contract will be used in accordance with state and federal laws, local laws. B. "Buy American" Requirement - The Subrecipient must ensure that all iron, steel and manufactured goods used in construction, alteration, repair, or maintenance of a public building or public work project assisted with funds provided under this contract must be produced in the United States unless the Secretary of the U.S. Grantee of Housing and Urban Development finds that: (1) the requirement is inconsistent with public interest; (2) those goods are not reasonably available or produced in sufficient quantity in the U.S.; (3) or the use of the goods will increase the project cost by more than 25 percent. The Subrecipient must establish procedures and review information on each construction project to enforce this requirement. Specifically, the Subrecipient must require for all bids at least two alternates, with (a) one alternate specifying all iron, steel and manufactured goods used in construction, alteration, repair, or maintenance of a public building or public work project assisted with funds under this contract be produced in the United States and (b) the other alternate specifying the lowest cost materials meeting the specifications. The Subrecipient must select bid alternate (a), with all materials produced in the United States, unless it determines that it would increase the project cost by more than 25 percent. The Subrecipient must receive the Grantee's prior written approval before executing the applicable construction contract if it determines that the required goods are not reasonably available or produced in sufficient quantity in the United States. If bid alternate (a) is selected, the Subrecipient must maintain a record of its determination and must require written certification under its contract that all iron, steel and manufactured goods were produced in the United States. The Subrecipient must comply with this provision for all other iron, steel and manufactured goods purchased with funds under this contract. C. Reporting - The Subrecipient shall submit to the Grantee by the specified dates all information the Grantee determines is necessary to comply with the reporting requirements under the Recovery Act, the Office of Management and Budget (OMB) 2 CFR Part 176, and HUD notices, guidelines and requirements. The Subrecipient shall submit quarterly to the Grantee a report, in a format and manner specified by the Grantee, that contains: (1) the total amount of recovery funds received from that agency; (2) the amount of recovery funds received that were expended or obligated to projects or activities; and (3) a detailed list of all projects or activities for which recovery funds were expended or obligated, including Exhibit G: Special Provisions of the CDBG Contract Page 1 of 3 the name of the project or activity; a description of the project or activity; an evaluation of the completion status of the project or activity; an estimate of the number of jobs created and the number of jobs retained by the project or activity (including permanent, construction and temporary jobs and full-time equivalents); and for infrastructure investments, the purpose, total cost, rationale for funding the infrastructure investment with funds made available under the Recovery Act, and name of the person to contact at the agency if there are concerns with the infrastructure investment. If requested from the Grantee to comply with a HUD requirement, the Subrecipient shall provide a description of the activities that will be carried out funds under this contract that promote energy conservation, smart growth, green building technologies, or reduced pollution emissions. The Grantee reserves the right to restrict access to funds under this contract for delinquent, incomplete, or inaccurate reporting. The Recovery Act imposes additional reporting requirements including, but not limited to information on the environmental review process, the expected completion of the activity, the type of activity, and the location of the activity. The Subrecipient must provide to the Grantee all information necessary to comply with HUD's reporting requirements. Environmental Compliance Reviews - To comply with Recovery Act requirements, the Subrecipient shall report to the Grantee information, in a format and manner specified by the Grantee, on the status of the environmental compliance reviews for all activities funded under this contract, including when a funded activity's environmental compliance review is started and when it is completed, as necessary to comply with HUD's requirement. D. The Subrecipient shall not use funds under this contract for any activities other than the specific activities and for the specified amounts as provided in the Scope of Work Statement, Exhibit A, and the Budget, Exhibit B, without the Grantee's prior written approval, unless the Grantee has specifically established through a Policy Issuance other procedures and requirements. E. Project Sign(s) - The Subrecipient shall not be required to provide a project sign or signs in accordance HUD. F. The Subrecipient must register with the Central Subrecipient Registration (CCR) database and must obtain and update its Data Universal Numbering System (DUNS) number. G. The Subrecipient's accounting records must adequately identify the source and application of funds under this contract. The Subrecipient is not required to establish a separate bank account for these funds. The Subrecipient shall track all funds separately from all other funds, and comply with the Recovery Act Section 1512 and other federal and state reporting requirements. H. The Subrecipient agrees to establish a goal of ensuring activities funded under this contract result in maximum job creation and economic benefit. I. Project Management Commitments and Prioritization - The Subrecipient agrees to prioritize the performance of activities funded under this contract in order to expedite the expenditure of contract funds and accomplish the intended outcomes as specified in the Scope of Work, Exhibit A. The Grantee encourages the Subrecipient to hold a conference call with all procured professional services subcontractors at least Exhibit G: Special Provisions of the CDBG Contract Page 2 of 3 quarterly to ascertain the current status of all contract activities and to ensure the contract activities are progressing as expeditiously as possible. J. In order to provide timely information that the Grantee needs to coordinate project activities with other state regulatory agencies and thereby expedite the implementation of funded activities, the Grantee encourages the Subrecipient to notify the Grantee, within seven calendar days, through email or other specified methods that it has submitted any activity -related documents, such as plans and specifications, for approval to another regulatory agency or Grantee Department. K. The Subrecipient certifies that activities funded under this contract are an appropriate use of taxpayer dollars. L. Any program income generated from the use of funds under this contract will be treated as program income to the regular CDBG program. M. The Subrecipient shall not use funds provided under this contract for any swimming pools, golf courses, zoos, aquariums, and casinos or other gambling establishments. N. Pre -agreement - The Grantee shall not be liable for costs incurred or performances rendered by the Subrecipient before commencement of this contract or after termination of this contract, unless (a) the costs are specifically identified in Exhibit A, Scope of Work and Exhibit B, Budget, of this contract, (b) the costs incurred by the Subrecipient were for otherwise allowable pre -agreement program costs that were incurred on or after June 29, 2009 under contracts executed on or after June 29, 2009 and (c) the Subrecipient complied with all the Grantee's requirements applicable to CDBG grants, including all applicable state and federal laws, such as procurement procedures, applicable environmental, labor, civil rights and acquisition requirements, all provisions of this contract, and all applicable CDBG policies and procedures. 0. The Grantee shall not be obligated to release any funds for any costs incurred by the Subrecipient under this contract until the Subrecipient has provided to the Grantee any additional information related to the project described in Exhibit A that the Grantee determines is necessary to complete the application material or any additional information to otherwise satisfy any CDBG program requirement. The Subrecipient understands and agrees that Grantee may immediately terminate this contract if it is determined that the information provided in the application is found to be false or otherwise misleading. P. As specified in the Title IX of the Recovery Act, the Comptroller General of the United States and his representatives are authorized: (1) to examine any records of the Subrecipient or any of its subcontractors, or any State or local agency administering this contract, that directly pertain to, and involve transactions relating to, this contract or subcontract; and (2) to interview any officer or employee of the Subrecipient or any of its subcontractors, or of any State or local government agency administering this contract, regarding such transactions. Exhibit G: Special Provisions of the CDBG Contract Page 3 of 3 ATTEST: /1 Mic•ael R. Dalla, Cj' Clerk RESOLUTION 2009 — 86 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE SUBMITTAL OF THE 2008/2009 ANNUAL ACTION PLAN AMENDMENT NO. 2 FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG-R) FUNDED BY THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 TO THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD) WHEREAS, as an entitlement community, the City of National City administers the Community Development Block Grant (CDBG) and the Home Investment Partnership Act (HOME) Program for the Federal Government under the United States Department of Housing and Urban Development (HUD); and WHEREAS, HUD requires that all CDBG and HOME Program entitlement communities, such as the City of National City, hold public hearings to solicit input on a Substantial Annual Action Plan Amendment; and WHEREAS, the City Council of the City of National City conducted a duly advertised public hearing on March 17, 2009 and April 21, 2009; and WHEREAS, the Annual Action Plan Amendment addresses the housing and community development needs assessed in the City's 5-Year Consolidated Plan for FY's 2005- 06 through 2009-10, adopted by the City Council in May, 2005. The Annual Action Plan Amendment No. 2, attached hereto as Exhibit "A", includes a listing of projects/activities to be undertaken in FY 2008-2009 utilizing CDBG-R funds through the American Recovery and Reinvestment Act of 2009. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the submittal of the FY 2008-2009 Annual Action Plan Amendment No. 2 for the CDBG-R funds to the U.S. Department of Housing and Urban Development (HUD). PASSED and ADOPTED this 21 st day of April, 2009. Morrison, Mayor APPROVED AS TO FORM: George H. Eiser, 111 City Attorney FY 2008-2009 ANNUAL ACTION PLAN AMENDMENT NO. 2 COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG-R) PROGRAM AMERICAN REINVESTMENT AND RECOVERY ACT OF 2009 FUNDING RECOMMENDATIONS TAB # AGENCY NAME ACTIVITY NAME NUMBER TO BENEFIT FROM THE ACTIVITY CDBG FUNDING REQUEST Public Facility Improvement Activities 24 City of National City- Community Services Department Indoor & Outdoor Basketball Court Resurfacing 1 Public Facility Improvement (14,474 Households) $20,000 27 San Ysidro Family Health Center National City Family Clinic Ramp- ADA Compliance 1 Public Facility Improvement (7000 Individuals) $47,613 Public Infrastructure Improvement Activities 28 City of National City - Engineering Department Upgrade Substandard Pedestrian Ramps Public Infrastructure Improvements $150,000 31 City of National City - Engineering Department Safety and Accessibility Enhancements at Pedestrian Crossings Public Infrastructure Improvements $75,000 TOTAL FOR NEW PHYSICAL IMPROVEMENT $292,613 CDBG PROGRAM ADMINISTRATION n/a City of National City - Community Development Department CDBG Program Administration TOTAL FOR PROGRAM ADMINISTRATION n/a .4 167 $4 167 TOTAL OF FISCAL YEAR 2008-2009 CDBG-R FUNDING $296,780 Resolution No. 2009-86 Page I of 1 EXHIBIT "A" Passed and adopted by the Council of the City of National City, California, on April 21, 2009 by the following vote, to -wit: Ayes: Councilmembers Morrison, Parra, Sotelo-Solis, Van Deventer, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California By: Deputy 1 HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2009-86 of the City of National City, California, passed and adopted by the Council of said City on April 21, 2009. W City Jerk of the City of tional City, California By: Deputy City of National City, California COUNCIL AGENDA STATEMENT ' EETING DATE April 21, 2009 AGENDA ITEM NO. 21 (EM TITLE Resolution of the City of National City approving the Fiscal Year (FY) 2008-2009 Annual Action Plan Amendment No. 2 for the Community Development Block Grant Program funded by the American Recovery and Reinvestment Act of 2009 (CDBG-R) PREPARED BY Carlos Aguirre ek. (Ext. 4391) ITT DEPARTMENT Community Development Dep. Housing and Grants Division EXPLANATION Upon the conclusion of Public Hearing No.2 the City Council will consider the adoption of the attached resolution approving the FY 2008-2009 Annual Action Plan Amendment No. 2 The Annual Action Plan (AAP) Amendment addresses the housing and community development needs assessed in the City's 5-Year Consolidated Plan for FY's 2005-06 through 2009-10, adopted by the City Council in May 2005. The AAP Amendment indudes a listing of projects/activities to be undertaken in FY 2008-2009 utilizing CDBG and HOME program income available. Environmental Review NIA Financial Statement Approved By: F(inante Directdt The amount of funding available for FY 2008-2009 for CDBG-R is $296,78 4 Account No. STAFF RECOMMENDATION Adopt attached resolution. BOARD f COMMISSION RECOMMENDATION Not applicable to this report. ATTACHMENTS ( Listed Below) Resolution No. Attachment 1: CDBG-R Program Funding Recommendation List A-200 (9/99) OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone • 619-336-4229 fax January 3, 2011 Mr. Terry Whitaker San Ysidro Health Center 4004 Beyer Blvd. San Ysidro, CA 91973 Dear Mr. Whitaker, On July 1st, 2010, a Subrecipient Agreement was entered between the City of National City and San Ysidro Health Center. We are enclosing for your records a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosure cc: Housing & Grants Department