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HomeMy WebLinkAbout2012 CON La Maestra Family Clinic - CDBG 12-13 Sub-RecipientAGREEMENT BETWEEN CITY OF NATIONAL CITY AND La Maestra Family Clinic, Inc. FOR An X-Ray System at La Maestra Dental Clinic, National City THIS AGREEMENT, entered this 1st day of July, 2012 by and between the Citv of National City (herein called the "Grantee") and the La Maestra Family Clinic. Inc. (herein called the "Subrecipient. ") WHEREAS, the Grantee has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds; NOW, THEREFORE, it is agreed between the parties hereto that; SCOPE OF SERVICE A. Activities: The Subrecipient will be responsible for administering the program titled, X- Rav System at La Maestra Dental Clinic. National City in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. Such program will include activities eligible under the Community Development Block Grant ("CDBG") program, as specified in )exhibit A, attached and incorporated herein. B. National Objectives: All activities funded with CDGB funds must meet one of the CDBG program's National Objectives: benefit low- and moderate -income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR 570.208. The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet the National Obiective of benefiting low- and moderate -income Persons. C. Levels of Accomolishment — 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 the level of project and 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. 2012 and end on the 30th day of June of 2013. 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, attached as Exhibit B and incorporated herein. Both the Grantee and the Subrecipient must approve any amendments to the Budget in writing. Subrecipient Agreement Page 1 of 14 IV. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed twenty-seven thousand four -hundred four ($27.404.00). Drawdowns for the payment of eligible expenses shall be made against the Budget line items specified in Paragraph III herein and in accordance with performance. Expenses for general administration shall also be paid against the Budget line items 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. Payment shall be contingent upon HUD's delivery of payment to City. 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: Contact Person: Carlos Aguirre Contact Person: Zara Marselian Organization: City of National City Organization: La Maestra Family Clinic, Inc. Address: 1243 National City Boulevard National City, CA 91950-4301 Address: 4185 Fairmont Avenue San Diego, CA 92105 Telephone: (619) 336-4391 Telephone: (619) 961-0818 Email: caquirre@nationalcityca.gov Email: zaramarselian@lamaestra.org VI. GENERAL CONDITIONS A. General Compliance: The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. "Independent Contractor": Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Subrecipient is an independent contractor. C. Hold Harmless: The Subrecipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Subrecipient's performance or nonperformance of the services or subject matter called for in this Agreement. Subrecipient Agreement Page 2 of 14 D. Workers' Compensation: The Subrecipient shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the Grantee and its elected officials, officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the Grantee or its elected officials, officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the Grantee under this Agreement. Insurance & Bonding: The Subrecipient, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies attached as Exhibit F: ❑ 1. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. 2. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). 3. Commercial general liability insurance, with minimum limits of $2,000,000 per occurrence/$4,000,000 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 he disclosed to and approved by the Grantee. The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall Subrecipient Agreement Page 3 of 14 purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Grantee. The Subrecipient shall comply with the bonding and insurance requirements of 24 CFR 84.31 and 84.48, Bonding and Insurance. F. Grantee Recognition: The Subrecipient shall insure recognition of the role of the Grantee in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. G. Amendments: The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Subrecipient from its obligations under this Agreement. The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient. H. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this Agreement if the Subrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of funds provided under this Agreement; or 4. Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect. The Grantee shall have the right, in accordance with 24 C.F.R. 85.43, to terminate this Agreement immediately or withhold payment of invoice for failure of the SUB -RECIPIENT to comply with the terms and conditions of this Agreement. Should the Grantee decide to terminate this Agreement, after a full evaluation of all circumstances has been completed, the Subrecipient shall, upon written request, have the right to an appeal process. A copy of the appeal process will be attached to any termination notice. If the Grantee finds that the Subrecipient has violated the terms and conditions of this Agreement, the Subrecipient may be required to: 1. Repay ail monies received from the Grantee under this Agreement; and/or 2. Transfer possession of all materials and equipment purchased with grant money to the Grantee. In the case of early termination, a final payment may be made to the SUB -RECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to termination. The total of all payments, including the final payment, shall not exceed the amount specified in this Agreement. I. Termination for Convenience: In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the Grantee or the Sub -recipient, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the Grantee determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Grantee may terminate the award in its entirety. Grantee and sub -recipient agree to provide written Subrecipient Agreement Page 4 of 14 notice to the other party thirty (30) days prior to the effective date of any termination, in whole or part, for convenience. In the event that HUD withdraws any portion of the City's CDBG funds, the City shall not be obligated to reimburse the Sub -recipient or sub- contractor for any activity expense incurred or otherwise. City will notify Sub -recipient or subcontractor if such event by HUD occurs. 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 responsihle 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 Subrecipient Agreement Page 5 of 14 include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. Notwithstanding 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 and Corporate By -Laws, Exhibit "C", and any additional documents, as required in Exhibit "D," "E," and "F" attached and incorporated herein. C. Reporting and Payment Procedures 1. Program Income: The Subrecipient shall report quarterly all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this contract. The use of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Subrecipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balance 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 the 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 [or such longer period of time as the Grantee deems appropriate]. If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the Grantee an amount equal to the current fair market value of the property Tess any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the Grantee deems appropriate]. 3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee [an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment]. VIIi. RELOCATION. REAL PROPERTY_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 civii 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 (WJMBE): The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 3. Access to Records: The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 4. Notifications: The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the Subrecipient's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. Subrecipient Agreement Page 8 of 14 5. Eaual 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 IX.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 understandirig, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. c. Subcontracts: The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. D. Conduct 1. Assignability: The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee thereto; provided, however, that claims for money due or to become due to the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee. 2. Subcontracts: a. Approvals: The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the Grantee prior to the execution of such agreement. b. Monitoring: The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. Subrecipient Agreement Page 10 of 14 c. Content: The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. d. Selection Process: The Subrecipient shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Grantee along with documentation concerning the selection process. 3. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 24 CFR 84.42 and 570.611, which include (but are not limited to) the following: a. The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. b. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. c. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency. 5. Lobbying: The Subrecipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will cornpiete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and c. Jt will require that the language of paragraph (d) of this certification he included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and Subrecipient Agreement Page 11 of 14 cooperative agreements) and that all Subrecipients shall certify and disclose accordingly: d. Lobbying Certification: This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 6. Coovriaht: If this contract results in any copyrightable material or inventions, the Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work or materials for governmental purposes. 7. Religious Activities: The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization. X. ENVIRONMENTAL CONDITIONS A. Air and Water: The Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: • Clean Air Act, 42 U.S.C. , 7401, et seq.; • Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; • Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). C. Lead -Based Paint: The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead -Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead -based paint. Such notification shall point out the hazards of lead -based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead -based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead -based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. D. Historic Preservation: The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal; state, or local historic property list. SubrecipientAgreement 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 Corporate Bylaws Exhibit D-Technical Assistance Materials Exhibit E-Affirmative Action Policy Exhibit F-Insurance Subrecipient Agreement Page 13 of 14 IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above. City o Tonal City orrison Mayor OVE I AS TO FO is G. Silt' Cy Attorney ATTEST A Michael Dalla City Clerk La Maestra Family Clinic, Inc. Marselian Chief Executive Officer Alexei Ochola Secretary, Board of Directors Subrecipient Agreement Page 14 of 14 EXHIBIT A SCOPE OF SERVICES La Maestra Family Clinic, Inc. X Ray System Project 1. The Pro'ect consists of the followin• activities: Purchase and install a three sensor XDR Digital X-Ray System N/A N/A N/A N/A 2. The following lists the staff and time commitments to be allocated to activity listed above. n/a n/a 3. Billing Method: Monthly Quarterly Other _X explain: One invoice after all x ray facility is installed and operational. 4. List the type of supporting documentation to be provided: a. Paid invoice from vendor b. Cancelled check for full payment of facility equipment c. Tour of completed facility and demonstration of full operation to CDBG staff Copies of Employee Time Sheets 5. List the major/key activity milestones: Major ActivityMonth Milestones (1=3u y 2012, 12=3urre 2013 3 4 5 6 7 8 9 10 11 12 Full installation of x ray system facility X EXHIBIT B BUDGET Dental X-Ray System Agency Name: La Maestra Family Clinic in National City •Dental Clinic X-Ray System and Components Description CDBG BUDGET OTHER RESOURCES TOTAL BUDGET 1) Personnel (Direct labor) - Facility Operations Cost 284,700.00 284,700.00 2) Fringe Benefits - 73,112.00 73,112.00 3) Travel - 4) Supplies and Materials XDR Digital X-Ray System Components 27,404.00 27,404.00 Dental Chairs and Supplies 28,000.00 28,000.00 _ 5) Sub Total for Direct Costs 6) Indirect Costs (Overhead) TOTAL I $ 27,404 I $ 385,812 I $ 413,216 Exhibit C Board of Directors By -Laws LA MAESTRA FAMILY CLINIC, INC. DBA LA MAESTRA COMMUNITY HEALTH CENTERS CURRENT BOARD MEMBER LIST BOARD MEMBER NAME BOARD OFFICE HELD CURRENT POSITION MEMBER SINCE TERM EXPIRATION Castro, Charlene Officer Long term disability 7/12/2002 2012 Duran, Alma Officer Self Employed 8/26/2008 2012 Delgado, Michael Vice President Printer 11/9/2002 2012 Gatkuoth, Jacob Officer Community Development 11/1/10 2013 Hanessian, Carlos Chairman Professor 1990 2012 Lawrence, Jeffrey Officer Loan Officer 10/1/10 2013 Mireles, Samuel Treasure Sales 1997 2012 Mendivil, Antonio Officer Computer Technician 3/1/2004 2013 Ochola, Alexei Secretary Administrator 1996 2013 Putzoli, Graciela Officer Homemaker 11/8/2004 2013 Quiroz, Yessica Officer Nursing 1990 2012 RESTATED BYLAWS OF LA MAESTRA FAMILY CLINIC, INC. A California Not For Profit Corporation RESTATED BYLAWS OF LA MAESTRA FAMILY CLINIC, INC. A California Not For Profit Corporation ARTICLE I NAME The name of this Corporation shall be: LA MAESTRA FAMILY CLINIC, INC. ARTICLE II OFFICES SECTION 1, PRINCIPAL OFFICE The principal office for the transaction of the business of the Corporation ("principal executive office") is located at 4185 Fairmount Avenue, San Diego, California, 92105. The principal office may be changed from time to time by the Hoard of Directors. SECTION 2. OTHER OFFICES The 13oarcl of Directors may, at any time, establish branch or subordinate offices at any place or places where the Corporation is qualified to do business. ARTICLE III PURPOSE AND OBJECTIVES This Corporation has been formed for the purpose of providing medical and dental health care services to the community in which it is located and in other appropriate communities, as well as enabling services such as social services, transportation, eligibility, job training and placement and housing services. Special emphasis is placed in providing these services to minorities, refugees, children and others for whom such services are generally limited or unavailable. The objectives of the Corporation are to achieve these goals through: 1. Operating a physical facility at its principal location and other clinics as necessary, providing medical and dental health services, enabling services and job placement and housing services. 2. Providing outreach services among the Hispanic and minority communities with special emphasis placed on health care issues, prevention, access to care, eligibility, enabling services, sanitation and similar "wellness" goals. 2. Where needs exceed the services available at the Clinic to make appropriate referrals to specialty care, to other hospitals or agencies. 4. To act as a liaison between individuals, families, groups and organizations, community resources and government agencies and entities. To conduct advocacy for access to care and elimination of health care disparities among low-income and special populations. ARTICLE IV NONPARTISAN ACTIVITIES This Corporation has been formed under the California Not For Profit Corporation Law for the purpose described in Article III. No substantial part of the activities of the Corporation shall consist of attempts to influence legislation, and the Corporation shall not participate or intervene in any political campaign for or against any cause or measure being submitted to the people or a vote. ARTICLE V DEDICATION OF ASSETS The properties and assets of this Corporation are irrevocably dedicated to the fulfillment of the Objectives mid Purposes of this Corporation as set forth in Article III. No part of the assets of the Corporation shall inure to the benefit of any private person or individual. On liquidation or dissolution of the Corporation, all properties and assets and obligations shall be distributed pursuant to the nonprofit provisions of the California Corporations Code in effect. The property of this Corporation, including the parcels at 4135-87-89 Fairmount Avenue, San Diego, California 92105 and at 4171-4173 Fairmount Avenue, San Diego, California 92105, 4135- 4137 Fairmount Ave., are irrevocably dedicated to public and charitable purposes and no part of the net income or assets of the organization shall ever inure to the benefit of any Director, Officer or private persons. ARTICLE VI MEMBERSHIP SECTION 1. MEMBERS PROHIBITED The Corporation shall not have any members. ARTICLE VII DIRECTORS SECTION 1. NUMBER The Corporation shall have no less than nine no more than fifteen Directors. Collectively the Directors shall be known as the Board of Directors. The selection of the members of the Board is in accordance to the procedure governing the nomination and election process set forth herein. The Hoard will vote annually for the positions of Chairman/President, Vice -President, Secretary, and Treasurer, which constitute the executive Committee of the Board. All other Board members will serve as Officers. Each year nominations are taken by the Board to fill the positions, prior to the annual meeting. Nominees to the Board are initially screened to determine compliance with the following criteria and to ensure continued compliance of the Board as a whole: I. 51 % of the governing Board members are active users oldie Clinic. 2. All of the Board members are reasonably representative of the patient populations being served by the Clinic in terms of ethnicity, race and gender; as well as in terms of age and economic status, and 3. Less than half of the non -user members derive 10% of their income from the health care indnstty. Additionally, nominees are selected according to: willingness to actively serve without compensation on the Board; be representative of the Clinic's patients populations; live or work in the area of the Clinic; believe in and uphold the mission of the Clinic; ability to meet the criteria required by the Clinic's funding sources including zero tolerance for drug abuse; previous experience in the delivery of community services; knowledge of the health care environment in San Diego; interest in developing health care and community programs to meet the existing needs of tow income patient populations in our community, and ability to bring skills, experience and networking ability to the Board. The Secretary of the Board then obtains the permission of the nominee(s) to submit their name for the election process. The Board then votes during the annual board meeting and through a majority of votes, the members are selected for their respective positions on the board. The Executive Committee shall serve for a one year term and may be re-elected at the next annual election. At the same annual meeting the Board fills the committee positions. Unless otherwise specified in the Bylaws, each committee shall consist of no less than one nor more than three Board members. The committee members are selected according to their expertise and interest in the subject addressed by the respective committee. Through the appointment of committees the Board can offer guidance and support to the Clinic's Chief Executive Officer and administrative staff on the implementation of the goals set by the Board of Directors. The committees report to the full Board on a regular basis. The Clinic has the following committees: Finance Committee, Personnel Committee, Quality Compliance Committee, Fundraising Committee. The committees can form sub -committees to carry out tasks under the guidance of the respective committee. SECTION 2. QUALIFICATIONS The Directors of the Corporation shall be at least 18 years of age and shall be resident of the State of California. SECTION 3. TERM A Directors term of office shall be three (3) years from date of appointment. SECTION 4. NOMINATION Any person qualified to be a Director may be nominated by the method of nomination authorized by the Board or by any other method authorized by law. SECTION 5. APPOINTMENT A nominee shall be appointed to serve as Director to replace a vacancy on the Board of Directors by the remaining two Directors or by the sole remaining Director. Upon acceptance of the appointment the appointee shall become and serve as a Full Director. SECTION 6. COMPENSATION OF DIRECTORS The Directors shall serve without compensation except they shall be allowed and paid reasonable reimbursement of expenses incurred in carrying out their duties on the Board. ARTICLE VIII DIRECTORS MEETINGS (a) Date and Time of Regular Meetings. Regular monthly meetings of the Board shall be held, the first Friday of the month at 5;00 p.m. The date may change in order to accommodate members and encourage attendance. Participation in Board meetings and sub -committee Board meetings can be conducted by telephone to allow participation of Board members with disabilities, and also to encourage regular participation of members who must travel frequently and are unable to physically attend all meetings. (b) Place of Meetings. All meetings of the Board of Directors shall be held at the principal office of the Corporation or at such other place as may from time to time be designed by the board. (e) Special Meetings. Special meetings of the Board of Directors may be called by the Chairman/President of the Board or by any two Directors. (d) Quorum. A majority of the authorized number of Directors constitutes a quorum of the Board of Directors for the transaction of business. ARTICLE IX TRANSACTION OF BUSINESS SECTION 1. TRANSACTIONS OF BOARD Except as otherwise provided in the Articles, in these Bylaws or by law every act or decision done or made by a majority of the Directors present at a meeting duly held at which quorum is present shall be the act of the Board of Directors. However, any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken shall be approved by at least a majority of the required quorum for such a meeting or such greater number as is required by the law, the Articles or these Bylaws. SECTION 2. CONDUCT OF MEETINGS The Chairman of the Board or iu his or her absence, any Director selected by the Directors present shall preside at the meetings of the Board of Directors. The Secretary of the Corporation or in the Secretary's absence, any person anointed by the presiding Director shall act as Secretary of the Board. Members of the board of Directors may participate in a meeting through use of conference telephone or similar communications equipment so long as all members participating in the meeting can hear one another. Such participation shall constitute personal presence at the meeting. SECTION 3. ADJOURNMENT A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of the adjournment to another lime and place shall be given prior to the time off the adjourned meeting to the Directors who are not present at the time of the adjournment. SECTION 4. ACTION WITHOUT MEETING Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent. Consent shall be filed with the minutes of the proceeding of the Board of Directors. Such action by written consent shall have the same force end effect as the unanimous vote of the Directors. SECTION 5. RESIGNATION OR REMOVAL OF DIRECTOR Any Director may resign effective on giving written notice to the Chairman of the Board of Directors, the President, the Secretary or the Board of Directors of the Corporation. A Director's service may be terminated in the event of his or her death, conviction of a felony, declaration of unsound mind or similar disabling event. A Director may be removed without cause but after hearing by a majority of the Board. Regular Board attendance is imperative to the development of goals and objectives for the organ ization. Directors will be dropped from the Board following three (3) consecutive unexcused absences. Directors will be removed if any coufliet of interest is proven, after discussing with the Director(s) involved. SECTION 6. FUNCTIONS OF TFIE BOARD The Boards of Directors at La Maestra Fancily Clinic, Inc. governs all activities performed by the employees of the.Clinic. Its role includes the duty to ensure that the mission of the Corporation is carried out at all times. The Board approves the services and the manner in which they are delivered to the targeted communities. The Boards of Directors takes full responsibility of all actions taken by the employees of the Clinic and is active in monitoring all fiscal, administrative, contractual, compliance and planning activities carried out on a daily basis by the appointed personnel of the Clinic. The Board of Directors is responsible for the hiring, supervision and removal of the Chief Executive Officer. The Board of Directors is responsible for setting long-term goals and objectives, establishing strategies, and prioritizing the goals and objectives for La Maestra Family Clinic. Through the appointment of committees the Board can offer guidance and support to the Clinic's Chief Executive Officer and administrative staff on the implementation of these goals. The authority of the governing board to approve the Clinic's budget and major resource decisions is the Board's Finance committee, made up of at least two Members of the Board of Directors, which then make recommendations to the Full Board. The Board ensures that a qualified Certified Public Accountant perform an annual independent audit of the Clinic, according to generally accepted auditing principles and guidelines corresponding to the applicable mandates issued by the governing agencies. The annual audit report is submitted to the Board for approval. The Board ensures that all recommendations, concerns, findings, and management issues are dealt with through the Board committees. The Full Board approves the Clinic's budget and major resource decisions with input form the Chief Executive Officer and Chief Financial Officer. The Quality Compliance (QI) committee of the Board ensures that the Clinic meets and remains in compliance with all governing standards. All audit report concerning the provision of medical services by the Clinic, and the corresponding billing functions will be reviewed by this committee. The quality assurance activities and results, performed by the Medical Directors and functional units of the Clinic, will be share with the Quality Compliance committee. Additionally, the Clinic's administrative compliance committee reports to the Board. The Board of' Directors review and approve the Clinical/Medical policies, procedures, and amendments, as well as scope of services, expansion of service programs, hours of operations, collaborative projects, networking activities, as well as the sliding fee schedule utilized for the determination of partial payments by patients. The federal poverty index report is reviewed annually to ensure that the Clinic's sliding fee scale reflects the index's report's federal poverty findings. The Board accepts and considers input from the Medical Director, providers, administrative staff, support staff, patients, and reviews the trends in the health care environment in order to make the decisions stated above. Policies encompassing personnel issues are recommended by the Board's Personnel Committee to the Full Board for approval. The committee annually reviews and upgrades the personnel policy manual and procedures. The committees report to the full board on a regular basis. The clinic has the following committees: Pinance Committee, Personnel Committee, Quality Improvement/Compliance Committee, Fundraising Committee, and Cultural Competency. The committees can consist of Board members and staff to carry out task and report back to the full Board with recommendations. ARTICLE X OFFICERS SECTION I. NUMBER AND TITLES The Officers of the Corporation shall be a President, A Vice -President, a Secretary, a Treasurer and such other Officers with such titles and duties as shall be determined by the Board of Directors. SECTION 2. APPOINTMENT The Officers of the Corporation shall be chosen by and shall serve at the pleasure of the Board of Directors subject to the rights, if any, of an officer tinder any contract of employment. SECTION 3. PRESIDENT The President also shall serve as the Chairman of the Corporation and shall be responsible for exercising any other powers and duties prescribed by the Board or by these Bylaws. (i) Exercising any other powers and duties prescribed by the Board or by these Bylaws. (ii) Attend the meetings of the Board of Directors. SECTION 4. VICE PRESIDENT The Vice President shall assist the President and, in the President's absence, shall perform. all the duties of the President and shall act within the president's scope of authority. SECTION 5. SECRETARY The Secretary of the Corporation shall: (i) Have custody of the Corporate Seal and shall affix it when appropriate to corporate documents. (ii) Have custody of books and records of the Corporation and responsibility for their proper storage and for submission of all reports, statements and certificates. (iii) insure that all notice are given in accordance with the provisions of these Bylaws as required by law. (iv) Keep minutes of all meetings of the Board of Directors, and cause these minutes to be recorded in the written Book of Minutes.. (vi) When requested to do so by the Board of Directors certify "true" copies of any corporate document. (vii) Sign, with the President, designated corporate documents. SECTION b. TREASURER The Treasurer shall oversee the activities of the Chief Financial Officer through the Chief Executive Officer. The CFO shall make financial reports to the Board when directed to do so by the Board. SECTION 7. RESIGNATION AND REMOVAL OF OFFICERS Any Officer may resign at any time on written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the Officer is a party. Officers may be removed with or without cause at any meeting of the Board of Directors by the affirmative vote of a majority of all the Directors subject to any contractual rights of the Officer, ARTICLE XI COMMITTEES SECTION 1. COMMITTEES OF DIRECTORS (a) Authority to Establish. The Board of Directors may, by resolution adopted by a majority of the Directors then serving, designate one or more committees, each consisting of one or more Directors and such other members as deemed appropriate, to serve at the pleasure of the Board. (b) Limits on Powers. Any committee, to extent provided in the resolution of the Board of Directors, shall have all the authority of the Board, except that no committee, regardless of membership or Board resolution, may: (i) Fix compensations of the Directors for serving on the Board. (ii) Fill vacancies on the Board of Directors for serving on the Board or on any committee. (iii) Amend or repeal Bylaws or adopt new Bylaws. (iv), Amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable. (v) Appoint any other committees of the Board of Directors or the members of these. committees. (vi) Approve any transaction (1) to which the Corporation is a party and one or more Directors have a material financial interest; or (2)-between the Corporation or any person in which one ore more of its Directors have a material interest. SECTION 2. MEETINGS AND ACTION OF COMMIMI 1 L'BES Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of these Bylaws concerning meetings of Directors. Notice of committee meetings shall also be given to alternate members who shall have the right to attend all meetings of the committee. Minutes shall be kept at each meeting of any committee and shall be filed with the corporate records. ARTICLE XI'.I CORPORATE RECORDS, REPORTS AND SEAL SECTION I. KEEPING RECORDS The Corporation shall keep accurate and correct records of the account and minutes of the proceedings of the Board of Directors and committees of the Board. The minutes shall be kept in the written Book of Minutes. Other books and records shall be kept in either written form or any other form capable of being converted into written forth. SECTION 2. ANNUAL REPORT The Treasurer of the Corporation shall prepare an annual financial report to be , submitted to each nmenther of the Board of Directors not less than thirty (30) days after the end of the Corporation's fiscal year. The annual report shall contain in appropriate detail: (a) A Balance Sheet as of the end of such fiscal year and an Income Statement and Statement of Changes in Financial Position for such fiscal year. (b) Such other information concerning the Corporation's financial position as may be required by the Board of Directors. SECTION 1 REPORT CERTIFICATION The annual report shall be certified by the Treasurer of the Corporation stating that the report was prepared without audit from the books and records ofthe Corporation. SECTION 4. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATION The Corporation shall provide, together with this annual report, a statement of any transaction or indemnification described in Corporation's Code Section 8322(d) and (e) if such transaction or indemnification took place. SECTION 5. THE CORPORATE SEAL The Board of Directors shall adopt a Corporate Seat. The Secretary shall have the custody of the seal and affix it in all appropriate cases to ail corporate . ............... documents. Failure to affix the seal shall not, however, affect the validity of any instrument. ARTICLE XIII AMENDMENT OF THE BYLAWS SECTION t . AMENDMENTS These Bylaws may be amended at any time and from time to time by the unanimous vote of the Board of Directors. ARTICLE XIV SECTION I. CONFLICTS OF INTEREST it is policy of this Corporation to avoid all situations giving rise to a conflict of interest and to promptly remedy situations in which a conflict of interest may arise or appear to have arisen. Such conflicts shall be avoided through elimination of self dealing or self employment by persons also acting as Directors or Officers of the Corporation. Also prohibited is the situation where members of the Boards of Directors have immediate relatives serving as employees at La Maestro Family Clinic. Any situation giving rise to an allegation of conflict of interest shall be promptly presented to the Board of Directors whose resolution shall be final. The Board of Directors shall deliberate concerning a possible conflict of interest in such a situation vote on whether a proposed transaction is a conflict of interest. Before voting the Board of Directors shall carefully investigate and debate a possible conflict of interest. lithe Board determines that a transaction that has occurred is a conflict of interest, the Board will then determine corrective action to be taken. No Board member, or relative of a Board Member, may be employed year has passed from the time they have ceased being a Board member. Dated: Samuel lvtireles, .. lanai I certify that I am duly appointed and acting Secretary of the Co/ oration and that the foregoing Restated Bylaws constitute the Bylaws of the Corporation as duly adopted at a meeting of the Board of Directors held on October I, 2004. rporation until one Alexei Ochola, Secretary EXHIBIT D TECHNICAL ASSISTANCE MATERIALS The Sub -recipient attended the Community Development Block Grant (CDBG) Technical Assistance Non -Profit Workshop held on May 26, 2010 and received the following items: 1. Playing by the Rules, A Handbook for CDBG Sub -recipients on Administrative Systems 2. OMB Circular No. A-122: Cost Principals for Non -Profit Organizations 3. Quarterly/Annual Performance Reporting Form (updated format) 4. A Comprehensive Compliance and Performance Monitoring Checklist 5. Expenditure Reimbursement Claim Form (updated format) 6. Qualifying Beneficiary Intake Data Form (updated format) 7. Sample Sub -recipient Agreement and Exhibits (Scope of Services, Budget, Board of Directors and By-laws, Affirmative Action Policy and Insurance Requirements) 8. Orientation on meeting CDBG National Objectives The workshop and reference documents will assist the Sub -recipient to understand U.S Department of Housing and Urban Development and City of National City rules, regulations, and reporting requirements. The Grantee also reviewed CDBG regulations under Title 24 and the CDBG webpage on the HUD website: http://www.hud.gov/offices/cpd/communitydevelopment/programs/entitlement EXHIBIT E AFFIRMATIVE ACTION POLICY 1. Provision of Program Services a. Subrecipient shall not, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. b. Subrecipient shall not under any program or activity funded in whole or in part with CDBG funds, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap: 1) Deny any facilities, services, financial aid or other benefits provided under the program or activity; or 2) Provide any facilities, services, financial aid, or other benefits which are different or are provided in a different form from that provided to others under the program or activity; or 3) Subject to segregated or separate treatment in any facility in, or in any matter of process related to receipt of any service or benefit under the program or activity; or 4) Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid, or other benefits under the program or activity; or 5) Treat an individual differently from others in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet in order to be provided any facilities, services, or other benefits provided under the program or activity; or 6) Deny any opportunity to participate in a program or activity as an employee. c. Subrecipient may not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of race, religion, color, national origin, sex, sexual preference, or handicap, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, religion, color, national origin, sex, sexual preference or handicap. d. Subrecipient, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying them the benefits of, or subjecting them to discrimination on the grounds of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto: e. In administering a program or activity funded in whole or in part with CDBG funds regarding which the Subrecipient has previously discriminated against persons on the grounds of race, religion, color, national origin, sex, sexual preference or handicap, the Subrecipient must take affirmative action to overcome the effects of prior discrimination. f. Even in the absence of such prior discrimination, a Subrecipient in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin, or sex. Where previous discriminatory practice or usage tends, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, to exclude individuals from participation in, to deny them the benefits of, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Subrecipient has an obligation to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. A Subrecipient shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in services or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. h. Notwithstanding anything to the contrary in Sections J. 1. (a. through h.), nothing contained herein shall be construed to prohibit any Subrecipient from maintaining or constructing separate living facilities or rest -room facilities for the different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed only by a member of the same sex as the recipients of the services. g• 2. Employment Discrimination a. Subrecipient shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, or handicap. Subrecipient shall take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rate -of -pay or other forms of compensation and selection for training including apprenticeship. Subrecipient agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. b. Subrecipient shall, in all solicitations or advertisements for employees placed by or on behalf of Subrecipient, state that all qualified applications will receive consideration for employment without regard to race, color, religion, sex, national origin, age, or handicap. c. Subrecipient shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the CDC's contracting officers, advising the labor union or workers' representative of Subrecipient'S commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in conspicuous places available to employees and applicants for employment. d. Subrecipient shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.. e. Subrecipient shall furnish to the CDC all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. f. In the event of Subrecipient'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and Subrecipient may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. Subrecipient shall include the provisions of Section II. J. 2. (a. through f.), "Affirmative Action Policy," paragraphs (1) through (6) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Subrecipient shall take such action with respect to any subcontract or purchase order as the CDC may direct as a means of enforcing such provisions including sanctions for non-compliance; provided, however, that in the event Subrecipient becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CDC, Subrecipient may request the United States to enter into such litigation to protect the interests of the United States. h. Subrecipient shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). Subrecipient shall also provide ready access to and use of all CDBG fund -assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.). 3. Remedies: In the event of Subrecipient'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and Subrecipient may be declared ineligible for further government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. 9• Exhibit F Insurance Requirements A� CERTIFICATE OF LIABILITY INSURANCE DATE 0AWDOITY Y) 6/22/2012 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 REPRESENTATNE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder Is an ADDITIONAL INSURED, the policy(les) 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 thls certificate does not confer rights to the certificate holder in lieu of such endorsament(s). PRODUCER The John L Raya Insurance Group 401 South Mission Drive(91776) P. 0 . BOX 728 San Gabriel CA 9177E " Jeanne Raya MINE a : (626)570-8611 I ,Nek1626)201-2972 �ADDA4. INSURERISI AFFORDING COVERAGE NAIC s mauaEaA:General Ins Co of America INSURED La Maestra Family Clinic Inc 4060 Fairmount Avenue San Diego CA 92105 INSURER a:AmeriCall States POURER C: INSURERD: INSURER E: INSURER P : • bYYGnMycaTHIS 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. UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS R VTR TYPE OF INSURANCE INSR I WWI POLICY NUMBER IMOITYYYYI YI 1MYNQR'W UMITS A GENERAL X UA641TY COMMERCIAL GENERAL LIABILfY ICLA906•rwADE fl OCCUR X 21cc26822940 5/1/2012 6/1/2013 EACH OCCURRENCE s 1,000,000 ENTED PREMISES (Ea occurrence) $ 1, 000 , 000 MEDVIP (NNawpawn) $ 10,000 PERSONAL 4 ADV INJURY 6 1,000,000 GENERAL AGGREGATE $ 3,000,000 PRODUCTS • COMP/OP AGO s 3,000,000 GENL AGGREGATE LIMB. APPLIES PER P71OLICY � E[:T I ) I LDC s A AUTOYOSLE X — — LIABILITY ANY AUTO ALLOWIED AUTOS HIREOAUTOS '— X ,.. SCHEDULED OS 1 ON.OWNED AUTOS 21CC28191630 5/1/2012 5/1/2013 CEOMBBI EDtlSINGLE LIMIT e Acodeei s 1,000,000 $ BODILY INJURY (Per parson) BODILY INJURY (Pm aoNderd) $ P (OPE DAMAGE s Medical Mom, s 5,000 B X UMURELLA LIAR EXCESS LOW X OCCUR CLAIMS -MADE 018041323640 S/1/2012 5/1/2013 EACH OCCURRENCE s 1,000,000 AGGREGATE $ 1,000,000 s DED I X IRETENIoNs 10,000 MARKERS COMPENSATOR AND EMPLOYERS' LIAR UTYN ANY PNO VE Y❑ OFFK:ERMEMSER OCCLUDED'? (MaIn NH) DESCRIPTION Of OPERATIONS War NIA (WC STATU• OTH- 1 TORYJ IMRS I I ER E.L. EACH ACCIDENT $ E L DISEASE • EA EMPLOYEE $ E.L DISEASE • POLICY LIMB S I la DESCRPl10N OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101. Additional Remarks Schedule, mac span requited) CERTIFICATE HOLDER CANCELLATION 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 POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. AUTHORIZED REPRESENTATIVE Rocio Gutierrez/RG ACORD 25 (201 Gf05) INS025 (2010:6).01 01888-2010 AC'ORD CORPO The ACORD name and Togo are registered marks of ACORD 1. ONghts res COMMENTS/REMARKS The City of National City, its elected officials, officers, agents and employees are named as additional insureds See attached endorsement CG 20 26 07 04 and CA 20 48 02 99 OFREMARK COPYRIGHT 2000, AMS SERVICES INC. "" REPRINTED FROM THE FORMS LO RY "" COMMERCIAL AUTO CA20480299 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED POLICY NUMBER: 24-CC-28 19 16-30 This endorsement modfies Insurance provided under the following BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by thls endorsement, the provisions of the Coverage Form apply unless modified by the endorsement This endorsement identifies person(s) or organization(s) who are Insureds" under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided In the Coverage Form. This endorsement changes the policy effective on the Inception date of the policy unless another date Is Indicated below: Endorsement Effective: 5/01/2012 Named Insured: La Maestra Family Clinic Inc. Countersigned By: (Authorized Representative) SCHEDULE Name of Person(s) Or Organlzatlon(s): City of National City, its elected officials, officers, agents and employees (If no entry appears above, Information required to complete this endorsement will be shown in the Declarations or Schedule as applicable to this endorsement.) Each person or organization shown in the Schedule Is an 'insured' for Uabillty Coverage, but only to the extent that person or organization qualifies as an 'Insured" under the Who Is An Insured Provision contained In Section II of the Coverage Form. Copyright, Insurance Services Office, Inc., 1998 CA20480289 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 0308 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT — CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees white engaged In the work described in the Schedule. The additional premium for this endorsement shall be 5_% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description City of National City, c/o City Attorneys Office 1243 National City Blvd National City, CA 91950 Digital sensors will be plugged Into computers by the Director of Dental Operations. Program software will be installed on servers by the IT director. Job Location: 217 Highland Avenue, National City, CA 91950 This endorsement changes the policy to which it is attached effective on the date issued unless otherwise stated (The information below is required only when this endorsement is issued subsegrent to preparation of the policy.) Endorsement Effective 06/28/2012 Policy No. BBW-WK-0010038-2 ErdorsementNo. 002 Insured LA MAESTRA FAMILY CLINIC Premium $ Insurance Company Countersigned by NOVA CASUALTY COMPANY WC 04 03 06 (Ed. 4.84) AWRL• LAMAEST-01 LFIGUEROA CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 6/21/2012 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 License # 0522024 Chapman PO Box 5455 Pasadena, CA 91117-0455 INSURED La Maestra Family Clinic Inc. 4060 Fairmount Ave San Diego, CA 92105 CONTACT NAME: PHONE (A/C, No, Eaq:1 (626) 405-8031 E-MAIL ADDRESS: FAX (A/C, No 1 (626) 405-0585 INSURERS) AFFORDING COVERAGE NAIC # INSURERA: NORCAL Mutual Insurance Co. 33200 INSURER B INSURER C INSURER D INSURER E INSURER F REVISION NUMBER: vTHIS 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 LTR ADDL TYPE OF INSURANCE INSR SUBR MD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDDIYYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE 10 RENTED PREMISES (Ea occurrence) $ CLAIMS -MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS - COMP/OP AGG $ POLICY JECT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ `. ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS HIRED AUTOS A AUTOS NON -OWNED PROPERTY DAMAGE der accident $ AUTOS UMBRELLA LIAR O CLAIMS -MADE AGGREGATE $ ' DED RETENT ON $ $ 1 WORKERS COMPENSATION WC STATU- OTH- TORY LIMITS ER AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE(/Nl E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A A Professional Liab Claims Made 703116 703116 4/1/2012 4/1/2012 4/1/2013 ! 4/1/2013 Per Claim 2,000,000 Aggregate 4,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule if more space is required) Professional Liability: Sexual Misconduct coverage included Professional Liability: Policy Retroactive date 10/15/91 "Thls policy excludes coverage for, among other things, any claim which has been scoped by the US Department of Health & Human Services pursuant to 42 U.S.C.233. CERTIFICATE HOLDER CANCELLATION Evidence of Coverage 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 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD RESOLUTION 2012 — 96 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE ALLOCATION OF COMMUNITY DEVELOPMENT BLOCK GRANT AND HOME INVESTMENT PARTNERSHIPS PROGRAM ENTITLEMENT FUNDS APPROPRIATED FOR 2012/2013, ACCRUED PROGRAM INCOME, AND FUNDS REMAINING FROM COMPLETED PROJECTS TO CDBG AND HOME ACTIVITIES RECOMMENDED FOR INCLUSION IN THE 2012/2013 ANNUAL ACTION PLAN, AND AUTHORIZING THE SUBMISSION OF SAID PLAN TO THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT WHEREAS, as an entitlement community, the City of National City ("City") administers the Community Development Block Grant ("CDBG") and the Home Investment Partnerships Act ("HOME") Program for the Federal Government under the United States Department of Housing and Urban Development ("HUD"); and WHEREAS, in accordance with the federal regulations at 24 CFR, Part 91, the City is required to prepare and submit an Annual Action Plan for its Housing and Community Development Programs in accordance with the needs and priorities established in the Five -Year Consolidated Plan approved by the City Council on May 4, 2010; and WHEREAS, HUD requires that all CDBG and HOME Program entitlement communities, such as the City of National City, hold at least two public hearings and a 30-day public comment period to solicit input on the Annual Action Plan, which includes a reallocation of entitlement funds awarded in previous years, and program income receipted by the City; and WHEREAS, the City Council conducted a duly advertised public hearing on March 20, 2012 and May 1, 2012, to receive input from the public; and WHEREAS, the City placed the draft Annual Action Plan, which includes a list of proposed activities for the CDBG and HOME Programs and the intent to reallocate funds for a duly advertised 30-day public comment period, on the City's website and in the Office of the City Clerk from March 27 to April 26, 2012; and WHEREAS, the City win incorporate any comment received during the 30-day public comment period in the final submission of said Plan by May 15, 2012; and WHEREAS, HUD has released entitlement appropriations for the City of $778,762 for CDBG, and $251,533 for HOME Program activities that have been used to determine the Annual Action Plan activities to consider for funding, hereto attached as Exhibit "A"; and WHEREAS, staff has identified and verified the availability of $87,240 in CDBG funds remaining from previous year projects that have been completed, and $902,073 in HOME funds remaining uncommitted as of July 1, 2012 to, supplement the funding of activities listed in the FY 2012-2013 Annual Action Plan as listed in Exhibit "A"; and WHEREAS, staff has also identified and verified program income received for the CDBG and HOME Programs, and staff recommends the reallocation of CDBG Program income in the amount of $531,765, and HOME Program income in the amount $2,235,107 to supplement the funding of activities listed in the FY 2012-2013 Annual Action Plan as listed in Exhibit "A". Resolution No. 2012 — 96 May 1, 2012 Page 2 NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the reallocation of $87,240 in CBDG funds remaining from completed projects, and $902,073 in uncommitted HOME funds, $531,765 in CDBG Program income, and $2,235,107 in HOME Program income to supplement the funding of activities included in the FY 2012-2013 Annual Action Plan. BE IT FURTHER RESOLVED that the City Council authorizes the submission of the FY 2012-2013 Annual Action Plan for the expenditure of said funds to the U.S. Department of Housing and Urban Development. BE IT FURTHER RESOLVED that City Manager is hereby authorized to execute in name of the City of National City the final submission of the Fiscal Year 2012-2013 Annual Action Plan, certifications, and agreements required by HUD for the full implementation of the activities funded under said Plan. PASSED and ADOPTED this 1st day of May, 2012. ATTEST: /z Mich 1 R. Dalla, ity Clerk AfROVED AS TO FORM: Claudia G City Attorn ua Silva on Morrison, Mayor Passed and adopted by the Council of the City of National City, California, on May 1, 2012 by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Sotelo-Solis, Zarate. Nays: None. Absent: None. Abstain: Councilmember Rios. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2012-96 of the City of National City, California, passed and adopted by the Council of said City on May 1, 2012. N Ajjj City Jerk of the City of National City, California By: Deputy Resolution 2012- Exhibit A FY 2012.2013,Rat csnai ` ify }GG and HOME In merit F.a n h pis; �t amFinal Aiidbation rMay 1� 2d't HUD FY2012 CDBG Entitlement: $778,762 HUD FY2012 HOME Entitlement: $251,533 CDBG Program Income: $531,765 HOME Program Income: $2,235,107 CDBG Previous Year Reallocation: $87 240 Uncommitted HOME Funds: $902,073 otat MG M Uablat0t 3 73 r» ,t i�°���£ Activity Allocation Applicant Name Program Name CDBG Public Service City of National City, Community Services Department At Risk Youth After School Teen Program- "Supreme Teens" $20,000 City of National City, Neighborhood Services Department Homeless Assistance Program $34,386 $32,856 City of National City, Community Services Department Learn to Swim City of National City, Public Library Literacy Services $52,000 South Bay Community Services National City Police Department Support Services: Juvenile Diversion $20,000 City of National City, Community Services Department Tiny Tots $29,337 Trauma Intervention Programs of San Diego County, Inc. Trauma Intervention Program $8,000 CDBG Code Enforcement City of National City, Neighborhood Services Department Housing Inspection Program $120,055 CDBG Interim Assistance City of National City, Neighborhood Services Department Neighborhood Preservation $113,745 CDBG Public Facility Improvements La Maestra Family Clinic, Inc. La Maestra Dental Clinic, National City $27,404 CDBG Public Infrastructure Improvements City of National City, Development Services Department Concrete Improvements to Upgrade Pedestrian Ramps, Sidewalk, Curb, and Gutter $220,657 CDBG Section 108 Loan City of National City, Fire Department Fire Station 34-Section 108 Loan Payment FY11-12 $204,361 City of National City, Fire Department Fire Station 34-Section 108 Loan Payment FY12-13 $252,862 CDBG Planning/Ad..ministration City of National City, Community Services Department Neighborhood Councils Program $15,000 City of National City, Housing & Grants CDBG Program Administration $209,105 $38,000 Fair Housing Council of San Diego Fair Housing and Tenant -Landlord Education Total :CDBG Program Ponds Pending Al-iocat G :$14 97;768 HDME Program � �..r . San Diego Habitat for Humanity Acquisition Rehabilitation for Homeownership Program $650,000 Community HousingWorks Realty & Lending Homebuyer's Downpayment Assistance Program- 5200,000 $290,049 City of National City Housing and Grants National City Owner -Occupied Rehabilitation Program Paradise Creek Housing Partners, L.P./Community HousingWorks (CHDO) Predevelopment Loan for the West Side Transit Oriented Development Project $2,000,000 Page 1 of 1 Resolution 2012- Exhibit A 2012,2013Ndtiic i Cit t;,CbBG dHbh3El "! :tire HUD FY2012 CDBG Entitlement: $778,762 CDBG Program Income: $531,765 CDBG Previous Year Reallocation: $87,240 Applicant Name City of National City, Housing and Grants HUD FY2012 HOME Entitlement: $251,533 HOME Program Income: $2,235,107 Uncommitted HOME Funds: $902,073 Program Administration Program Name Total4110ME Wragrain:Fundt-Pending<Al Activity Allocation $248,664 7 Page 1 of 1 yob-\-`� CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: May 1, 2012 AGENDA ITEM NO. 18 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the allocation of Community Development Block Grant (CDBG) and HOME Investment Partnerships (HOME) Program entitlement funds appropriated for 2012/2013, accrued program income, and funds remaining from completed projects to CDBG and HOME activities recommended for inclusion in the 2012/2013 Annual Action Plan and authorizing the submission of said Plan to the United States Department of Housing and Urban Development. (Administrative Services, Housing and Grants) PREPARED BY: ]Carlos J. Aguirre, Comm. Dev. Specialist ii DEPARTMENT: Admi tive Services PHONE: (619) 336-4391 APPROVED EXPLANATION: In accordance with the federal regulations at 24 CFR, Part 91, the City of National City (City) is required to prepare and submit an Annual Action Plan for its Housing and Community Development Entitlement Programs funded by the U.S. Department of Housing and Urban Development (HUD). The 2010-2015 Consolidated Plan outlines the City's housing and non -housing community development needs and priorities over five years. The Third -Year Action Plan for FY 2012-13 outlines how the City intends to spend $778,762 in federal Community Development Block Grant (CDBG) and $251,533 in federal HOME Investment Partnerships (HOME) Program entitlement funds. In addition to the funding sources noted above, the City is reprogramming $87,240 remaining from completed CDBG activities and allocating $531,765 in CDBG program income as well as reallocating $902,072 in uncommitted HOME Program funds and allocating $2,235,107 in HOME program income. The second Public Hearing will be conducted to review public comments received during a 30-day public review period (March 27, 2012 through April 26, 2012) of the draft FY2012-13 Annual Action Plan; and to provide interested persons and community groups with one last opportunity to share their thoughts regarding the Plan and the ;DBG and HOME Program activities being proposed for FY2012-13. After all public comments have been considered et this public hearing, the City Council will consider authorizing the allocation of the activities listed in Attachment No. 1 of the Public Hearing report and including them in the Third -Year Action Plan (2012-2013) tote submitted to HUD. FINANCIAL STATEMENT: APPROVED: % Finance ACCOUNT NO. APPROVED: MIS The City will receive $778,762 in CDBG Program and $251,533 in HOME Program funds or FY2013. In addition, the City will allocate to FY2013 activities $531,765 of CDBG program income from Fund 506 and $2,235,107 of program income from Fund 505. The City will also reallocate $87,240 remaining from completed CDBG activities and $902,073 from uncommitted HOME funds. ENVIRONMENTAL REVIEW: The development of the 2012-2013 Annual Action Plan is exempt from NEPA environmental review.', ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt the Resolution BOARD 1 COMMISSION RECOMMENDATION: Not applicable to this report. ATTACHMENTS: OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalia, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax September 17, 2012 Ms. Zara Marselian La Maestra Family Clinic, Inc. 4185 Fairmont Avenue San Diego, CA 92105 Dear Ms. Marselian, On July 1st, 2012, an Agreement was entered between the City of National City and La Maestra Family Clinic, Inc. We are enclosing for your records a fully executed original agreement. Michael R. Dalla, CMC City Clerk Enclosure cc: Housing & Grants Division