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HomeMy WebLinkAbout2012 CON South Bay Community Services - Juvenile Diversion Program CDBGAGREEMENT BETWEEN CITY OF NATIONAL CITY AND SOUTH BAY COMMUNITY SERVICES FOR NATIONAL CITY POLICE DEPARTMENT SUPPORT SERVICES: JUVENILE DIVERSION THIS AGREEMENT, entered this 1st day of July, 2012 by and between the City of National Citv (herein called the "Grantee") and the South Bay Community Services (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; I. SCOPE OF SERVICE A. Activities: The Subrecipient will be responsible for administering the program titled, National City Police Department Support Services: Juvenile Diversion in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. Such program will include activities eligible under the Community Development Block Grant ("CDBG") program, as specified in Exhibit A, attached and incorporated herein. B. National Objectives: All activities funded with CDGB funds must meet one of the CDBG program's National Objectives: benefit low- and moderate -income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR 570.208. The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet the National Objective of benefiting low- and moderate -income persons. C. Levels of Accomplishment - Goals and Performance Measures: The levels of accomplishment may include such measures as units rehabilitated, persons or households assisted, or meals served, and should include periods for performance. Refer to Exhibit A for 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 Fjchibit 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 Thousand Dollars ($20,000.00). 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: R�y�it yy t ,, Contact Person: Carlos Aguirre Contact Person: Kathry Lembo Organization: City of National City Organization: South Bay Community Services Address: 1243 National City Boulevard National City, CA 91950-4301 Address: 1124 Bay Boulevard, Suite D, Chula Vista, CA 91911 Telephone: (619) 336-4391 Telephone: (619) 420-3620 x145 Email: caguirre@nationalcityca.gov Email: klembo@csbcs.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 be disclosed to and approved by the Grantee. The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall Subrecipient Agreement Page 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 all monies received from the Grantee under this Agreement; and/or 2. Transfer possession of all materials and equipment purchased with grant money to the Grantee. In the case of early termination, a final payment may be made to the SUB -RECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to termination. The total of all payments, including the final payment, shall not exceed the amount specified in this Agreement. I. Termination for Convenience: In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the Grantee or the Sub -recipient, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the Grantee determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Grantee may terminate the award in its entirety. Grantee and sub -recipient agree to provide written Subrecipient Agreement Page 4 of 14 notice to the other party thirty (30) days prior to the effective date of any termination, in whole or part, for convenience. 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 Manaaement 1. Accounting Standards: The Subrecipient agrees to comply with 24 CFR 84.21-28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles: The Subrecipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non -Profit Organizations," or A-21, "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record Keeping 1. Records to be maintained: The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; and g. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. 2. Retention: The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of four (4) years. The retention period begins on the date of the submission of the Grantee's annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the four-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four- year period, whichever occurs later. 3. Client Data: The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 4. Disclosure: The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the Grantee's or Subrecipient's responsibilities with respect to services provided under this contract, is prohibited by the State and for Federal law unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Close-outs: The Subrecipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall 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. Not withstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subrecipient has control over CDBG funds, including program income. 6. Audits & Inspections: All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning subrecipient audits and OMB Circular A-133. 7. Additional Documentation: Subrecipient agrees to provide a list of its Board of Directors 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 less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the Grantee deems appropriate]. 3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee [an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment]. VIII. RELOCATION, REAL PROPERTY 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 Riahts 1. Compliance: The Subrecipient agrees to comply with local and state civil rights ordinances here and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. Subrecipient Agreement Page 7 of 14 2. Nondiscrimination: The Subrecipient agrees to comply with the non- discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279. The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable. 3. Land Covenants: This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this contract, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Grantee and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. 4. Section 504: The Subrecipient agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. The Grantee shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. B. Affirmative Action 1. Approved Plan: The Subrecipient agrees that it shall be committed to carry out pursuant to the Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1966. The Grantee shall provide Affirmative Action guidelines to the Subrecipient to assist in the formulation of such program. The Subrecipient shall submit a plan for an Affirmative Action Program for approval prior to the award of funds, consistent with the policy in Exhibit "E", attached hereto and incorporated herein. 2. Women- and Minoritv-Owned Businesses (W/MBE): The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 3. Access to Records: The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 4. Notifications: The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the Subrecipient's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. Subrecipient Agreement Page 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 understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. c. Subcontracts: The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. D. Conduct 1. Assignability: The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee thereto; provided, however, that claims for money due or to become due to the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee. 2. Subcontracts: a. Aoorovals: 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. Lobbvinq: The Subrecipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and Subrecipient Agreement Page 11 of 14 cooperative agreements) and that all 5ubrecipients shall certify and disclose accordingly: d. Lobbying Certification: This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 6. Copyright: If this contract results in any copyrightable material or inventions, the Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work or materials for governmental purposes. 7. Religious Activities: The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization. X. ENVIRONMENTAL CONDITIONS A. Air and Water: The Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: • Clean Air Act, 42 U.S.C. , 7401, et seq.; • Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; • Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). C. Lead -Based Paint: The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead -Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead -based paint. Such notification shall point out the hazards of lead -based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead -based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead -based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. D. Historic Preservation: The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. Subrecipient Agreement Page 12 of 14 XI. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XII. SECTION HEADINGS AND SUBHEADINGS The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. XIII. WAIVER The Grantee's failure to act with respect to a breach by the Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of the Grantee to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. XIV. INTERPRETATION OF THE AGREEMENT The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to the Grantee. The 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. Citygi-N3tjonal City n Morrison Mayor, City of National City TO FORM,' Clau • = . Si City Attorney ATTEST Michael Dalla City Clerk South Bay Community Se ices hryn Le- bo Pre.iden ;:nd CEO Mauricio Torre Director of Youth and Family Development e Subrecipient Agreement Page 14 of 14 EXHIBIT A SCOPE OF SERVICES The National City Police Department Support Services: Juvenile Diversion consists of the following activities: 040045414 al (Plea h ,.r n py addtlbn.' Juvenile Diversion provides services for 55 at -risk youth aged 8-17 who have had first-time contact with the National City Police Department (NCPD), youth referred from the local School Attendance Review Board (SARB), or youth referred from National City schools. The purpose of this program is to provide immediate, appropriate. useful and preventive intervention services. 55 youth and families will receive comprehensive, strength -based family services. A minimum of 45 of the youth identified will receive case management services. A minimum of 45 of the youth identified will receive individual and/or group counseling services. Based on the identified needs of the family, these services may include groups such as Teen Lifeskills, Anger -Management, Positive Choices, Teen Relationship Violence, School Success Skills, Recreational Activities, and Community Service. N/A 2. The following lists the staff and time commitments to be allocated to activity listed above. . :tifiiir I Brooke Campbell/Youth & Family Development Associate 694 hours per year 3. Billing Method: Monthly Quarterly X Other explain: 4. List the type of supporting documentation to be provided: Copies of Employee Time Sheets 5. List the major/key activity milestones: Major Activity Milestones Month 1 2 3 4 5 6 7 8 9 10 11 12 Examples: X Hire Staff X Program Implementation X X X X X X X X X X X X Provide Program Services EXHIBIT B BUDGET Agency Name: South Bay Community Services Activity Name: NCPD Juvenile Diversion Program Column A Budget Item Column B CDBG Request Column C Other Sources Column D List Name(s) of Other Sources Column E Total Budget Personnel (List Salaried Position Job Titles) Department Director © 5% 5,316 County Of San Diego $ 5,316 Diversion Coordinator @ 30% 15,868 County Of San Diego $ 15,868 FT Youth & Family Associate @ 39% 16,660 25,959 County Of San Diego $ 42,619 Fringe Benefits @ 20% 3,340 9,296 County Of San Diego $ 12,636 Operating Costs Supplies 0 2,570 County Of San Diego $ 2,570 Equipment 0 0 County Of San Diego $ - Rent/Lease Insurance 0 3,102 County Of San Diego $ 3,102 Printing 0 990 County Of San Diego $ 990 Utilities & Telephone 0 650 County Of San Diego $ 650 Other: Budget Total $ 20,000 $ 63,751 $ 83,751 EXHIBIT C - BOARD OF DIRECTORS/ BY LAWS AMENDED AND RESTATED BYLAWS OF SOUTH BAY COMMUNITY SERVICES, A California Nonprofit Public Benefit Corporation AMENDED AND RESTATED BYLAWS OF SOUTH BAY COMMUNITY SERVICES TABLE OF CONTENTS ARTICLE 1 - PURPOSE AND OFFICES 1 Section 1.1 Objectives and Purposes 1 Section 1.2 Principal Office. 1 Section 1.3 Other Offices 1 ARTICLE 2 - MEMBERS 1 Section 2.1 Members. 1 Section 2.2 Honorary Members. 1 ARTICLE 3 - BOARD OF DIRECTORS 2 Section 3.1 General Corporate Powers. 2 Section 3.2 Specific Powers 2 Section 3.3 Number of Directors. 2 Section 3.4 Qualifications of Board Members 2 Secfion 3.5 Restriction on Interested Directors. 3 Section 3.6 Election of Directors and Term of Office. 3 Section 3.7 Vacancies. 3 Section 3.8 Resignation. 4 Section 3.9 Removal. 4 Section 3.10 Filling of Vacancies. 4 Section 3.11 Annual Meeting. 5 Section 3.12 Regular Meetings 5 Section 3.13 Special Meetings. 5 Section 3.14 Plane of Meeting. 5 Section 3.15 Notice of Meetings 5 Section 3.16 Consent to Meetings; Waiver of Notice. 5 Section 3.17 Quorum. 6 Section 3.18 Conduct of Meetings 6 Section 3.19 Proxy Voting Prohibited. 6 Section 3.20 Participation In Meetings by Communications Equipment. 6 Section 3.21 Adjournment. 6 Section 3.22 Actions Without a Meeting. 6 Section 3.23 Reimbursement and Compensation. 7 Section 3.24 Freedom from Liability 7 Section 3.25 Standard of Conduct. 7 ARTICLE 4 - COMMIIIEES 7 Section 4.1 Committees of Directors 7 -i- Z:\SBCS\General\Agt\SBCS Bylaws Amended and Restated v 3.docx Section 4.2 Executive Committee 8 Section 4.3 Compensation Committee and Compensation Review 9 Section 4.4 Advisory Committees. 9 Section 4.5 Audit Committee 9 Section 4.6 Additional Committees. 9 Section 4.7 Meeting and Action of Committees. 10 ARTICLE 5 - OFFICERS 10 Section 5.1 Officers. 10 Section 5.2 Subordinate Officers. 10 Section 5.3 E1eotion and Appointment of Officers. 10 Section 5.4 Chdir of the Board 10 Section 5.5 Vice Chair of the Board. 10 Section 5.6 President/Chief Executive Officer. 11 Section 5.7 Secretary. 11 Section 5.8 Chief Financial Officer. 11 Section 5.9 Removal. 12 Section 5.10 Resignation. 12 Section 5.11 Vacancies. 12 ARTICLE 6 - RECORDS AND REPORTS 12 Section 6.1 Maintenance of Articles and Bylaws. 12 Section 6.2 Maintenance of Other Corporate Records. 12 Section 6.3 Annual Report 13 Section 6.4 Financial Audit 13 ARTICLE 7 - INDEMNIFICATION 14 Section 7.1 Definitions 14 Section 7.2 Indemnification in Actions by Third Parties 14 Section 7.3 Indemnification in Actions by or in the Right of the Corporation 14 Section 7.4 Indemnification Against Expenses. 15 Section 7.5 Required Determinations. 15 Section 7.6 Advance of Expenses. 15 Section 7.7 Other Indemnification. 15 Section 7.8 Forms of Indemnification not Permitted. 16 Section 7.9 Indemnification Not Exclusive. 16 Section 7.10 Insurance. 16 Section 7.11 Nonapplicability to Fiduciaries of Employee Benefit Plans 16 ARTICLE 8 - CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS 16 Section 8.1 Contracts with Directors and Officers. 16 Section 8.2 Loans to Directors and Officers. 17 ARTICLE 9 - FISCAL YEAR 17 ARTICLE 10 - GENERAL PROVISIONS 17 Section 10.1 Electronic Transmission 17 Z:ISBCS1GeneralAgt'SBCS Bylaws Amended and Restated v 3.docx Section 10.2 Voting Shares. 17 Section 10.3 Checks, Drafts Etc. 18 Section 10.4 Endorsement of Documents; Contracts. 18 Section 10.5 Construction and Definitions. 18 Section 10.6 Gender 18 ARTICLE 11 - AMENDMENT 18 CERTIFICATE OF SECRETARY REGARDING BYLAWS 19 Z:ISBCS\General\Agt\SBCS Bylaws Amended and Restated v 3.docx AMENDED AND RESTATED BYLAWS OF SOUTH BAY COMMUNITY SERVICES ARTICLE 1 - PURPOSE AND OFFICES Section 1.1 Objectives and Purposes. South Bay Community Services (the "Corporation") has been formed under the California Nonprofit Public Benefit Corporation Law for the purposes stated in the Articles of Incorporation, as amended. The Corporation and all of its businesses and other activities are to be operated and conducted in the promotion of its charitable objectives and purposes as specified in its Articles of Incorporation, and in the conduct of its affairs the management, shall at all times be mindful of these charitable objectives and purposes. Section 1.2 Principal Office. The principal office of the Corporation shall be located at 1124 Bay Boulevard, Suite D, Chula Vista, in San Diego County, California. The Board of Directors ("Board") of the Corporation is hereby granted full authority and power to change the principal office from place to place as it is deemed necessary. Any such change of location may be noted in these Amended and Restated Bylaws ("bylaws") by the Secretary opposite this Section 2.2, or this Section may be amended to state the new location. Section 1.3 Other Offices. The Board may at any time establish branch offices at any place or places where the Corporation is qualified to conduct its activities, in order to advance the proper purposes of the Corporation. ARTICLE 2 - MEMBERS Section 2.1 Members. There shall be no voting members of the Corporation within the meaning of the California Nonprofit Corporation Law. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval by the Board of Directors. All rights which would otherwise vest in the members shall vest in the Board of Directors. Section 2.2 Honorary Members. The Board of Directors may, by appropriate resolution, from time to time define and establish honorary members, auxiliaries, friends, and other support groups. for the Corporation. None of such honorary members, auxiliaries, friends or groups, or the constituents thereof, shall be or have the rights and privileges of "Members" within the meaning of Section 5056 of the California Nonprofit Corporation Law with respect to the Corporation. -1- H:\SBCS\GeneTal\Agrr\SBCS Bylaws Amended and Restated y 3.doex ARTICLE 3 - BOARD OF DIRECTORS Section 3.1 General Corporate Powers. Subject to any limitations in the Articles of Incorporation, these bylaws and the California Nonprofit Public Benefit Corporation and any other applicable laws, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. In furtherance of such powers, the Board of Directors shall establish corporate policies for the direction and guidance of the Executive Committee, if any, the officers, and the management of the Corporation, and to formulate the basic rules and regulations governing the operation and management of the Corporation. Section 3.2 Specific Powers. Without limiting its general powers, the Board shall have the power: (a) To select and remove any and all officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with the California Nonprofit Corporation Law, the Articles of Incorporation or these bylaws, and fix their compensation, if any; (b) Change the principal executive office or the principal business office in the State of California from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency, or country, and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting; (c) To borrow money and incur indebtedness on behalf of the Corporation and to cause to be executed and delivered for the Corporation's purposes, in the Corporation's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt; (d) To appoint an Executive Committee and other committees, and to delegate any of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, subject to the limitations set forth in Section 4.1 of Article 4 of these bylaws. Section 3.3 Number of Directors. The number of Directors shall be not less than five (5) nor more than twenty (20). The exact number of Directors shall be fixed within those limits from time to time by a resolution of the Board of Directors, and such number, so fixed, shall be the authorized number of Directors for all purposes, including the determination of a quorum. Section 3.4 Qualifications of Board Members. (a) Any person 18 years of age or older may be nominated or elected to serve as a Director. Directors need not be residents of the State of California. (b) At least one-third of the Board's Directors shall be residents of low-income neighborhoods, other low-income residents of the Corporation's targeted area, or elected representatives of low-income neighborhood organizations. -2- H:\SBCS\Generat\Agr\SBCS Bylaws Amended and Restated v 3.docx Section 3.5 Restriction on Interested Directors. Not more than forty-nine percent (49%) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (a) any person compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise; (b) any shareholder, employee or officer of any corporation, or any member, employee, manager, or officer of any limited liability company, or partner or employee of any partnership, which has rendered compensated services to the Corporation within the previous 12 months; and (c) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-in-law, or father-in-law of any person described in (a) or (b) of these bylaws. Any violation of the provisions of this paragraph shall not, however, affect the validity or enforceability of any transaction entered into by the Corporation. Section 3.6 Election of Directors and Term of Office. (a) Directors shall be elected by a majority vote of the Directors at each annual meeting, including the vote(s) of any Director whose term of office expires with that meeting; however, if any such Directors are not elected at any annual meeting and any vacancies exist, they may be elected at a regular board meeting or at any special board meeting held for that purpose. Each Director so elected shall serve for a term of two (2) years or until the occurrence of one of the events specified in Sections 3.7 of this Article 3. Any Director elected to succeed a Director who leaves or is removed from office for any reason prior to expiration of his or her term shall serve the balance of that term. In addition to annual meetings, Directors may be elected at any regular or special meeting of the Directors duly called and held. Directors may be elected for an unlimited number of successive terms. (b) The Chair of the Board shall be selected by a majority vote of the Directors following the election of Directors at each annual meeting. Section 3.7 Vacancies. (a) A vacancy or vacancies in the Board of Directors shall be deemed to exist at the occurrence of any of the following: (i) The death, resignation or removal of any Director; (ii) The declaration by resolution of the Board of Directors of a vacancy in the office of a Director who has been declared of unsound mind by court order or convicted of a felony, or who has been found by final order or judgment of any court to have breached a duty under Corporations Code §5231, et seq. of the California Nonprofit Corporation Law; (iii) The vote of a majority of the Directors to remove any Director; (iv) Upon any Director's unexcused absence from three (3) consecutive regular Board meetings; (v) Whenever the fixed number of Directors is increased; -3- H:LSBCS\General\Agr\SBCS Bylaws Amended and Restated v 3.docx EXHIBIT E AFFIRMATIVE ACTION POLICY 1. Provision of Program Services a. Subrecipient shall not, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. b. Subrecipient shall not under any program or activity funded in whole or in part with CDBG funds, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap: 1) Deny any facilities, services, financial aid or other benefits provided under the program or activity; or 2) Provide any facilities, services, financial aid, or other benefits which are different or are provided in a different form from that provided to others under the program or activity; or 3) Subject to segregated or separate treatment in any facility in, or in any matter of process related to receipt of any service or benefit under the program or activity; or 4) Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid, or other benefits under the program or activity; or 5) Treat an individual differently from others in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet in order to be provided any facilities, services, or other benefits provided under the program or activity; or 6) Deny any opportunity to participate in a program or activity as an employee. c. Subrecipient may not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of race, religion, color, national origin, sex, sexual preference, or handicap, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, religion, color, national origin, sex, sexual preference or handicap. d. Subrecipient, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying them the benefits of, or subjecting them to discrimination on the grounds of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto: e. In administering a program or activity funded in whole or in part with CDBG funds regarding which the Subrecipient has previously discriminated against persons on the grounds of race, religion, color, national origin, sex, sexual preference or handicap, the Subrecipient must take affirmative action to overcome the effects of prior discrimination. f. Even in the absence of such prior discrimination, a Subrecipient in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin, or sex. Where previous discriminatory practice or usage tends, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, to exclude individuals from participation in, to deny them the benefits of, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Subrecipient has an obligation to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. g• A Subrecipient shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in services or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. h. Notwithstanding anything to the contrary in Sections J. 1. (a. through h.), nothing contained herein shall be construed to prohibit any Subrecipient from maintaining or constructing separate living facilities or rest -room facilities for the different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed only by a member of the same sex as the recipients of the services. 2. Employment Discrimination a. Subrecipient shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, or handicap. Subrecipient shall take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rate -of -pay or other forms of compensation and selection for training including apprenticeship. Subrecipient agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. b. Subrecipient shall, in all solicitations or advertisements for employees placed by or on behalf of Subrecipient, state that all qualified applications will receive consideration for employment without regard to race, color, religion, sex, national origin, age, or handicap. c. Subrecipient shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the CDC's contracting officers, advising the labor union or workers' representative of Subrecipient'S commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in conspicuous places available to employees and applicants for employment. d. Subrecipient shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.. e. Subrecipient shall furnish to the CDC all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. f. In the event of Subrecipient'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and Subrecipient may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g• Subrecipient shall include the provisions of Section II. J. 2. (a. through f.), "Affirmative Action Policy," paragraphs (1) through (6) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Subrecipient shall take such action with respect to any subcontract or purchase order as the CDC may direct as a means of enforcing such provisions including sanctions for non-compliance; provided, however, that in the event Subrecipient becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CDC, Subrecipient may request the United States to enter into such litigation to protect the interests of the United States. h. Subrecipient shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). Subrecipient shall also provide ready access to and use of all CDBG fund -assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.). 3. Remedies: In the event of Subrecipient'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and Subrecipient may be declared ineligible for further government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. or, (vi) Upon the expiration of the term of office of any Director; (vii) Upon the failure of the Directors at any regular or special meeting at which any Director or Directors are elected, to elect the full number of Directors to be voted for at that meeting. Section 3.8 Resignation. Except as provided in this bylaw, any Director may resign by giving written notice to the Chair of the Board, if any, or the Secretary. The resignation shall be effective upon receipt by the Chair of the Board or the Secretary unless the notice specifies a later effective date for the resignation. No Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs. Section 3.9 Removal. (a) Any Director may be removed, with or without cause, by the vote of the majority of the members of the Board of Directors at a special meeting called for that purpose, or at a regular meeting. (b) Any Director who does not attend three successive Board meetings will automatically be removed from the Board without Board resolution unless: (i) The Director requests a leave of absence for a limited period of time, and the leave is approved by the Directors at a regular or special meeting. If such leave is granted, the number of Board members will be reduced by one in determining whether a quorum is or is not present. (ii) The Director suffers from an illness or disability which prevents him or her from attending meetings and the Board by resolution waives the automatic removal procedure of this subsection (b). (iii) The Board by resolution of the majority of Board members agrees to reinstate the Director who has missed three meetings. Section 3.10 Filling of Vacancies. (a) All vacancies on the Board of Directors shall be filled by a majority of the remaining Directors though less than a quorum, or by a sole remaining Director. Each Director so elected to fill a vacancy shall hold office for the remainder of the predecessor's unexpired term and until the election of a successor as set forth in Section 3.6 of this Article 3. (b) If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board of Directors shall have the power to elect a successor to take office when the resignation shall become effective. (c) No reduction in the number of Directors shall have the effect of removing any Director prior to the expiration of his or her term of office. -4- H:\SBCS\General\Agr\SBCS Bylaws Amended and Restated v 3.docx Section 3.11 Annual Meeting. The annual meeting of the Board of Directors shall be held in the month of January of each year for the purposes of electing directors, electing or appointing officers, designating committees and the transaction of such other business as may properly be brought before the meeting. Section 3.12 Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as the Board may fix from time to time provided, however, that regular meetings shall be held not less frequently then quarterly. Section 3.13 Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chair of the Board, the President, or any two Directors of the Corporation. Notices of special meetings shall be in accordance with Section 3.10. The party calling such special meeting shall determine the date and time thereof. Section 3.14 Place of Meeting. Regular meetings of the Board of Directors may be held at any place within or outside the State of California, as designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board shall be held at any place within or outside of the State of California, as designated in the notice of meeting or, if not stated in the notice or if there is no notice, at the principal office of the Corporation. Notwithstanding the above provisions of this Section 3.14, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all Board members, either before or after the meeting. Section 3.15 Notice of Meetings. Notice of the date, time and plarr of meetings of the Board of Directors shall be given to each Director at least forty-eight (48) hours before the date of the meeting if delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means, and at least four (4) days before the date of the meeting if given by first class mail, postage prepaid, addressed to the Director at the address as it is shown upon the records of the Corporation, or if it is not so shown on such records, or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held, provided that such notice may be waived by any Director as set forth in Section 3.16. Whenever any Director has been absent from any meeting of the Board of Directors, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such Director as required by the California Nonprofit Corporation Law and these bylaws. Notice of special meetings shall specify the nature of the business to be transacted. No items of business other than those specified in the notice of a special meeting may be transacted at a special meeting. Section 3.16 Consent to Meetings; Waiver of Notice. The transaction of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors entitled to vote, not present in person, signs or delivers a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. Such written waiver of notice or consent to the holding of such meeting may be in the form of an email or other electronic communication capable of H:ISBCS\GenerallAgr\SBCS Bylaws Amended and Restated v 3.docx -5- reproduction. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting need not be given to any Director who attends the meeting without protesting prior to or at the commencement of the meeting, the lack of adequate notice to such Director. Section 3.17 Quorum. At all meetings of the Board of Directors a majority of the Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business except to adjourn as provided in Section 3.21 of this Article 3. Every act or decision done or made by a majority of the Directors present at any time at which there is a quorum shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law. Notwithstanding the provisions of this Section 3.17, a meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of any Director, if any action taken is approved by at least a majority of the required quorum for such meeting. Section 3.18 Conduct of Meetings. The Chair of the Board of Directors, or, in his or her absence, the Vice Chair, or, in his or her absence, any other person chosen by a majority of the Directors present shall be chairman of and shall preside over the meetings of the Board of Directors. The Secretary of the Corporation shall act as the secretary of all meetings, provided that in his or her absence, the Chair shall appoint another person to act as secretary of the meetings. The meetings shall be governed as the Directors shall agree; in the absence of such agreement, Robert's Rules of Order, as may be amended from time to time, shall govern the meetings insofar as such rules are not inconsistent with or in conflict with these bylaws, the Articles of Incorporation, or the law. Section 3.19 Proxy Voting Prohibited. Voting by proxy shall not be permitted. Section 3.20 Participation In Meetings by Communications Equipment. Members of the Board of Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or similar communications equipment, so long as all members participating in such meetings can hear one another. Participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting. Section 3.21 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any Directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors unless the original meeting is adjourned for more than twenty-four (24) hours. The time and place of the adjourned meeting shall be fixed at the meeting adjourned, except as provided in the next sentence. If the original meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of adjournment. This notice may be waived in the same manner as set forth in Section 3.16. Section 3.22 Actions Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting and prior notice, if all members of the Board, individually or collectively, consent in writing or by electronic communication to that action. -6- H:\SBCS\General\Agr\SBCS Bylaws Amended and Restated v 3.docx Such action by written consent or electronic communication shall have the same force and effect as any other validly approved action of the Board. Such written consent or consents or copies of any electronic communication shall be filed with the minutes of the proceedings of the Board. An electronic transmission consent to action to be taken shall be deemed to be written, signed and dated for purposes of this Section, provided that any such electronic transmission is delivered with information from which the Board can determine (i) that the electronic transmission was transmitted by the Director and (ii) the date on which such Director transmitted the electronic transmission. The date on which such electronic transmission was transmitted shall be deemed to be date on which such consent was signed. For the purposes of this Section 3.22 only, "all members of the Board" shall not include Directors who have a material financial interest in a transaction to which to Corporation is a party. Section 3.23 Reimbursement and Compensation. Directors may receive such reimbursement of expenses, as the Board may determine to be just and reasonable to the Corporation at the time the resolution is adopted. Directors shall not otherwise be compensated. Section 3.24 Freedom from Liability. No Director of this Corporation shall be personally liable for the debts, liabilities, or obligations of the Corporation. Section 3.25 Standard of Conduct. Pursuant to Section 5231 of the California Nonprofit Corporation Law, a Director shall perform the duties of a Director, including duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (a) One or more officers or employees of the Corporation whom the Director believes to be reliable and competent in the matters presented; (b) Counsel, independent accountants or other persons as to matters which the Director believes to be within such person's professional or expert competence; or (c) A committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as, in any such case, the Director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. ARTICLE 4 - COMMITTEES Section 4.1 Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the Directors then in office, designate one or more committees consisting of two or more Directors, and only of directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of a quorum of the Board. The Board may appoint one or more Directors as alternate members of any such committee, who -7- H:\SBCS\General\Agr\SBCS Bylaws Amended and Restated v 3.doex may replace any absent member at any committee meeting. Any member of any committee may be removed, with or without cause, at any time by the Board. Any committee, to the extent provided in the resolution of the Board, shall have all of the authority of the Board, except that no committee, regardless of the Board resolution, may: (a) Approve of any action or matter for which the California Nonprofit Public Benefit Corporation Law also requires approval of the members or a majority of all members; (b) Fill vacancies on the Board of Directors or on any committee that has the authority of the Board; (c) Fix any compensation of the Directors for serving on the Board of Directors or any committees; (d) Amend or repeal the Articles of Incorporation or bylaws or adopt new bylaws; (e) Amend or repeal any resolution of the Board that by its express terms cannot be amended or repealed by a committee; (f) Designate any other committee of the Board or appoint the members of any committee of the Board; (g) Authorize the expenditure of corporate funds to support a nominee for Director if more people have been nominated than can be elected; (h) Approve any transaction (i) to which the Corporation is a party and as to which one or more Directors has a material financial interest, or (ii) between the Corporation and one or more of its Directors or between the Corporation and any corporation or firm in which one or more of its Directors has a material financial interest. Section 4.2 Executive Committee. The Executive Committee shall be a standing committee and shall consist of the Chair of the Board, the immediate past Chair of the Board, the Secretary, the Vice Chair, the Chair of Audit Committee, and such other Directors as may be appointed from time to time. All members of the Executive Committee must be members of the Board of Directors. The Chair of the Board shall be the chairman of the Executive Committee. The Executive Committee, unless limited by a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the Corporation between meetings of the Board; provided, however, that that Executive Committee shall not have the authority of the Board in reference to those matters enumerated in Section 4.1. The Executive Committee shall hold such meetings as shall be directed by the Board of Directors or called by the Chair of the Board at such times and places as may be convenient to conduct business Each committee member shall have one vote and all matters shall be decided by a majority vote. A majority of the Executive Committee shall constitute a quorum. A member of the Executive Committee may not vote by proxy. All actions taken by the Executive Committee shall be reported at the next regular meeting of the Board of Directors. -8- H:\SBCS\General\Agr\SBCS Bylaws Amended and Restated v 3.docx Section 4.3 Compensation Committee and Compensation Review. At any time this Corporation compensates its President or Chief Financial Officer, the Corporation shall have a Compensation Committee consisting of at least three Directors and exclusively of Directors. Directors who are also employees of the Corporation may not serve on the Compensation Committee. Subject to the foregoing, the Executive Committee may act in the capacity of the Compensation Committee. The Compensation Committee shall review, fix, and approve the compensation of the President and review and approve the compensation of the Chief Financial Officer. Section 4.4 Advisory Committees. The Board may establish one or more Advisory Committees to the Board. The members of any Advisory Committee may consist of directors or nondirectors. Advisory committees may not exercise the authority of the Board to make decisions on behalf of the Corporation, hut shall be limited to making recommendations to the Board or the Board's authorized representatives and to implementing Board decisions and policies. Advisory Committees shall be subject to the supervision and control of the Board. Section 4.5 Audit Committee. At all times that this Corporation is required by applicable law to have an independent audit, or at any time the Corporation voluntarily chooses to do so, the Corporation shall have an Audit Committee consisting of at least two Directors and which may include nonvoting advisors. Directors who are employees of the Corporation or who receive, directly or indirectly, any consulting, advisory, or other compensatory fees from the Corporation (other than for service as Director) may not serve on the Audit Committee. The President and Treasurer, if also Directors, may serve on the Audit Committee only if such persons are volunteers and are not compensated by this Corporation. The Audit Committee shall perform the duties and adhere to the guidelines set forth from time to time by the Board. These duties include, but are not limited to: (i) assisting the Board in choosing an independent auditor and recommending termination of the auditor, if necessary, (ii) negotiating the auditor's compensation, (iii) conferring with the auditor regarding the Corporation's financial affairs, and (iv) reviewing and accepting or rejecting the audit. Members of the Audit Committee shall not receive compensation for their service on the Audit Committee in excess of that provided to Directors for their service on the Board. If the Corporation has a Finance Committee, a majority of the members of the Audit Committee may not concurrently serve as members of the Finance Committee, and the Chair of the Audit Committee may not serve on the Finance Committee. Section 4.6 Additional Committees. The Board of Directors may appoint one or more additional committees, each consisting of two (2) or more Directors and such other persons as the Board may specify, to serve at the pleasure of the Board of Directors. Any such committee must be created, and the members thereof appointed by resolution adopted by a majority of the authorized number of Directors then in office provided a quorum is present The Board of Directors may appoint, in the same manner, alternate members of any committee who may replace any absent member at any meeting of the committee. All members of all committees shall serve at the pleasure of the Board of Directors. The Board of Directors shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of Article 3 applicable to meetings and actions of the Board -9- H:\SBCS\General\Agr\SBCS Bylaws Amended and Restated v 3 .docx of Directors. Minutes shall be kept of each meeting of each committee. The Board of Directors may delegate to any such committee any of the authority of the Board of Directors except as provided in Section 4.1 of this Article 4. Section 4.7 Meeting and Action of Committees. Meetings and actions of committees of the Board shall be governed by and held, in accordance with the provisions of these bylaws concerning meetings and other board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by board resolution or, if there is none, by resolution of the committee of the Board. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the government of any committee, provided they are consistent with these bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules. ARTICLE 5 - OFFICERS Section 5.1 Officers. The officers of the Corporation shall be a Chair of the Board, a President (who may also be referred to as the Chief Executive Officer), a Vice Chair of the Board, a Secretary, a Chief Financial Officer, and any other officers with such titles as the Board of Directors may appoint from time to time, including, but not limited to, assistant officers, assistant secretaries, and vice presidents. Any number of offices may be held by the same person except that the Secretary or Chief Financial Officer may not serve concurrently as the President or Chair of the Board. Section 5.2 Subordinate Officers. The Board of Directors may elect or authorize the appointment of such officers other than those hereinbefore mentioned as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as arc provided in these bylaws, or as the Board of Directors may from time to time authorize or determine. Section 5.3 Election and Appointment of Officers. Except as otherwise provided for herein, the officers of the Corporation shall be chosen annually by the Board of Directors and shall serve at the pleasure of the Board subject to the rights, if any, of any officer under any contract of employment. Notwithstanding the foregoing, the President is empowered to appoint the Chief Financial Officer of the Corporation. Unless the Board otherwise decides, the officers shall serve for a term of one year and until their successors are elected or appointed. The Board of Directors shall appoint such temporary or acting officers as may be necessary during the temporary absence of disability of regular officers. Section 5.4 Chair of the Board. The Chair of the Board, if present, shall preside at all meetings of the Board of Directors and Executive Committee, appoint the chairs of all committees, serve as an ex-officio member of all committees, and exercise and perform such other powers and duties as may from time to time be assigned by the Board of Directors. Section 5.5 Vice Chair of the Board. In the absence or disability of the Chair of the Board, the Vice Chair of the Board, if appointed, shall perform all of the duties of the Chair of the Board, and when so acting shall have all of the powers of, and be subject to all of the -10- H:ISBCS1GenerallAgr\SBCS Bylaws Amended and Restated v 3.docx restrictions upon, the Chair of the Board. The Vice Chair of the Board shall have such other powers and perform such other duties as from time to time may be prescribed for the Vice Chair by the Board of Directors or the bylaws. Section 5.6 President/Chief Executive Officer. The President (who may also be referred to as the Chief Executive Officer) shall be employed by the Corporation as the Chief Executive Officer of the Corporation, and shall administer its affairs and have general supervision, direction and control of the business and affairs of the Corporation, subject to policies and procedures approved by the Board. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws. The President's specific responsibilities shall include general management, general direction of the programs of the Corporation, fund raising, whether for capital, endowment or current purposes, budget preparation and control, management and supervision of personnel, and development of public relations. The President shall be responsible to the Board of Directors, and his or her salary shall be fixed by the Executive Committee. The President shall see that the Board is advised on all significant matters of the Corporation's business and shall see that all orders and resolutions of the Board are carried into effect. The President shall be empowered to act, speak for, or otherwise represent the Corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the Articles of Incorporation and these bylaws. The President shall have the responsibility of selecting, supervising and discharging the employees of the Corporation subject to the current personnel policies of the Corporation, and for implementing any personnel policies adopted by the Board. The vice president, if any, acting in the President's absence shall have all of the powers and duties of the President. All or part of the above duties may be delegated to staff of the Corporation, with ultimate responsibility remaining with the President. Section 5.7 Secretary. The Secretary shall keep or cause to be kept at the principal office of the Corporation in the State of California, the original or a copy of the Corporation's Articles of Incorporation and bylaws, as amended to date. The Secretary also shall keep or cause to be kept a book of minutes at the principal office, or at such other place as the Board of Directors may order, of all meetings of the Directors, with the time and place of holding, whether regular or special; and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings, and the proceedings thereof. The Secretary shall give or cause to be given notice of all the meetings of the Board of Directors required by these bylaws or by law to be given and he or she shall keep the seal and perform such other duties as may be prescribed by the Board of Directors and by these bylaws. All or part of the above duties may be delegated to staff of the Corporation, with ultimate responsibility remaining with the Secretary. Section 5.8 Chief Financial Officer. The Chief Financial Officer of the Corporation shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times. -11- H:GSBCS\GeneraflAgASBCS Bylaws Amended and Restated v 3.doox The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositors as may be designated by the Board of Directors; shall disburse funds of the Corporation as may be ordered by the Board of Directors; shall render to the President and Directors, whenever they request it, an account of all financial transactions and of the financial condition of the Corporation; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. If required by the Board of Directors, the Chief Financial Officer shall give the Corporation a bond in the amount and with the surety specified by the Board for the faithful performance of the duties of his or her office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, retirement, or removal from office. All or part of the above duties may be delegated to staff of the Corporation, with ultimate responsibility remaining with the Chief Financial Officer. In addition to the foregoing, the Chief Financial Officer shall perform all other duties incident to the office of the Chief Financial Officer and such other duties as from time to time may be assigned by the President or the Board of Directors. Subject to the policies and direction of the Board of Directors, the Chief Financial Officer shall report to and be subject to the direct supervision of the President. Section 5.9 RemovaL All officers shall hold office at the pleasure of the Board. Any officer may be removed, either with or without cause, by the Board of Directors at any time. The removal of any officer shall be without prejudice to the rights, if any, of him or her under any contract of employment with the Corporation. Section 5.10 Resignation. Any officer may resign at any time by giving written notice to the Chair of the Board, the President, or the Secretary of the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5.11 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular election or appointment of such office, provided that such vacancies shall be filled as they occur and not on an annual basis. ARTICLE 6 - RECORDS AND REPORTS Section 6.1 Maintenance of Articles and Bylaws. The Corporation shall keep at its principal executive office the original or a copy of its Articles and Bylaws as amended to date. Section 6.2 Maintenance of Other Corporate Records. The accounting books, records, and minutes of the proceedings of the Board of Directors and any committee(s) of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the -12- H:ISBCS\General\Agr1SBCS Bylaws Amended and Restated v 3 .docx absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept in either written or typed form or in any other form capable of being converted into written, typed, or printed form. Section 6.3 Annual Report. Within 120 days after the end of the Corporation's fiscal year, the President shall furnish or cause to be furnished a written report to all Directors containing the following information: (a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year; (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year; (c) The revenue or receipts of the Corporation, both unrestricted and restricted for particular purposes, for the fiscal year; (d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year; (e) Any transaction during the previous fiscal year involving more than $50,000 in which the Corporation (or its parent or subsidiaries, if any) was a party and in which any director or officer of the Corporation has a direct or indirect financial interest, or any of a number of such transactions in which the same person had a direct or indirect financial interest and which transactions in the aggregate involved more than $50,000; and (f) The amount and circumstances of any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any director or officer of the Corporation pursuant to Article 7 of these bylaws, unless such indemnification has already been approved pursuant to Section 7.5. For each transaction, the report must disclose the names of the interested persons involved in such transaction and state such person's relationship to the corporation, the nature of such person's interest in the transaction and, where practicable, the value of such interest. The report shall be accompanied by any report of independent accountants or, if there is no such report, by the certificate of an authorized officer of this Corporation that such statements were prepared without an audit from the books and records of this Corporation. Such report may be furnished to the directors by electronic transmission in accordance with Section 10.1 of these bylaws. Section 6.4 Financial Audit. The Corporation shall obtain a financial audit for any tax year in which it receives or accrues gross revenue of $2 million or more, excluding grant or contract income from any governmental entity for which the governmental entity requires an accounting. Any audited financial statements obtained by the Corporation, whether or not required by law, shall be made available for inspection by the Attorney General and by the general public within 9 months after the close of the fiscal year to which the statements relate. _13_ H:ISBCS\General\Agr'SBCS Bylaws Amended and Restated v 3,docx For 3 years, such statements (a) shall be available at the Corporation's principal, regional, and district offices during regular business hours and (b) shall be made available either by mailing a copy to any person who so requests in person or in writing, or by posting them on the Corporation's website. ARTICLE 7 - INDEMNIFICATION Section 7.1 Definitions. For the purposes of this Article 7, "agent" means any person who is or was a director, officer, employee or other agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; and "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes, without limitation, attorneys' fees and any expenses of establishing a right to indemnification under Sections 7.4 or 7.5(b) of this Article 7. Section 7.2 Indemnification in Actions by Third Parties. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor, an action brought under Section 5233 of the California Nonprofit Corporation Law, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent of the Corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful, to the fullest extent permitted under the California Nonprofit Corporation Law. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person's conduct was unlawful. Section 7.3 Indemnification in Actions by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation, or brought under Section 5233 of the California Nonprofit Corporation Law, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interest of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 7.3: -14- H:LSBCS\GeneralAgr'SBCS Bylaws Amended and Restated v 3.docx (a) In respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation in the performance of such person's duty to the Corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine; (b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or (c) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless it is settled with. the approval of the Attorney General. Section 7.4 Indemnification Against Expenses. To the extent that an agent of the Corporation has been successful on the merits in defense of any proceeding referred to in Section 7.2 or 7.3 of this Article 7 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith. Section 7.5 Required Determinations. Except as provided in Section 7.4 of this Article 7 any indemnification under this Article 7 shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 7.2 or 7.3 of this Article 7, by: (a) A majority vote of a quorum consisting of directors who are not parties to such proceeding; or (b) The court in which such proceeding is or was pending upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the Corporation. Section 7.6 Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified for those expenses as authorized in this Article 7. Section 7.7 Other Indemnification. No provision made by the Corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the Articles of Incorporation, bylaws, a resolution of the directors, an agreement or otherwise, shall be valid unless consistent with this Article 7. Nothing contained in this Article 7 shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise. The Corporation shall have the power to indemnify, to advance expenses to, or to procure insurance for any person, who is an agent of the Corporation as long as -15- H:\SBCS\GenerallAgr4SBCS Bylaws Amended and Restated v 3.docx such actions are consistent with this Article 7 and comply with the California Nonprofit Corporation Law. Section 7.8 Forms of Indemnification not Permitted. No indemnification or advance shall be made under this Article 7, except as provided in Sections 7.4 or 7.5(b), in any circumstances where it appears: (a) That it would be inconsistent with a provision of the Articles of Incorporation, these bylaws or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or (b) That it would he inconsistent with any condition expressly imposed by a court in approving a settlement. Section 7.9 Indemnification Not Exclusive. The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled, and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. Section 7.10 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Article 7, provided, however, that the Corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the Corporation for any self - dealing transaction as described in Section 5233 of the California Nonprofit Public Benefit Corporation Law or any other violation thereof. Section 7.11 Nonapplicability to Fiduciaries of Employee Benefit Plans. This Article 7 does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent of the Corporation as defined in Section 7.1 of this Article 7. The Corporation shall have power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law. ARTICLE 8 - CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS Section 8.1 Contracts with Directors and Officers. (a) No Director or Officer of this Corporation, nor any other corporation, firm, association, or other entity in which one or more of this Corporation's Directors or Officers are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, unless (i) the material facts regarding such Director's or Officer's financial interest in such contract or transaction and/or regarding such common directorship, officership, or financial interest are fully -16- H:ISBCS1GenerallAgeSBCS Bylaws Amended and Restated v 3.docx disclosed in good faith and are noted in the minutes, or are known to all members of the Board prior to consideration by the Board of such contract or transaction; (ii) such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the vote or votes of such interested Director(s); (iii) prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation under the circumstances that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (iv) this Corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to this Corporation at the time the transaction is entered into. (b) The provisions of this Section 8.1 do not apply to a transaction which is part of an educational or charitable program of the Corporation if it: (i) is approved or authorized by the Corporation in good faith and without unjustified favoritism; and (ii) results in a benefit to one or more Directors or Officers or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this Corporation. Section 8.2 Loans to Directors and Officers. The Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or Officer, -unless approved by the Attorney General of the State of California; provided, however, that the Corporation may advance money to a Director or Officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such Director or Officer, provided that in the absence of such advance such Director or Officer would be entitled to be reimbursed for such expenses by the Corporation. ARTICLE 9 - FISCAL YEAR The fiscal year of the Corporation shall end on June 30. The Board may change the fiscal year of the Corporation as it is deemed necessary, subject to applicable law and requisite approval from any governmental agencies. ARTICLE 10 - GENERAL PROVISIONS Section 10.1 Electronic Transmission. Subject to any guidelines and procedures that the Board of Directors may adopt from time to time, the terms "written", and "in writing" as used in these bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means and may include electronic transmissions, such as facsimile or email, provided (i) for electronic transmissions from the Corporation, the Corporation has obtained an unrevoked written consent from the recipient to the use of such means of communication; (ii) for electronic transmissions to the Corporation, the Corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (iii) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form. Section 10.2 Voting Shares. The Corporation may vote any and all shares held by it in any other corporation by such officer, agent or proxy as the Board of Directors may appoint, or in the absence of any such appointment, by the Chair of the Board or by any other officer, if also -17- H:ISBCS\GenerallAgr\SBCS Bylaws Amended and Restated v 3.doex a Director and, in such case, such officers or any of them, may likewise appoint a proxy to vote said shares. Section 10.3 Checks, Drafts Etc. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of or payable to the Corporation and any and all securities owned or held by the Corporation requiring signature for the transfer shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Board of Directors or the Executive Committee, if any. Section 10.4 Endorsement of Documents; Contracts. Subject to the provisions of applicable laws, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Corporation and any other person, when signed by the Chair of the Board, Vice Chair of the Board, or President, shall be valid and binding on the Corporation in the absence of actual knowledge on the part of the other person that the signing officer(s) had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board of Directors or the Executive Committee, and, unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount Section 10.5 Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the general provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these bylaws. Section 10.6 Gender. As used in these bylaws, the masculine gender shall include both the masculine and the feminine gender. ARTICLE 11- AMENDMENT These bylaws and any part thereof may be amended and repealed and new bylaws may be adopted by a majority vote of the number of Directors of the Corporation then in office. -18- H:ISBCSIGenerallAgrISBCS Bylaws Amended and Restated v 3.docx CERTIFICATE OF SECRETARY REGARDING BYLAWS I, the undersigned, the duly elected Secretary of South Bay Community Services, a California nonprofit public benefit corporation, do hereby certify: That the foregoing Amended and Restated Bylaws consisting of jq pages were duly adopted as the bylaws of the Corporation by the Directors of the Corporation on , and the same do now constitute the bylaws of said Corporation. IN WITNESS WHEREOF, I have hereunto subscribed my name this \C- fi -19- H:15BCS1GeneraltAgr\SBCS Bylaws Amended and Restated v 3.docx EXHIBIT D TECHNICAL ASSISTANCE MATERIALS The Sub -recipient received the following items: 1. Playing by the Rules, A Handbook for CDBG Sub -recipients on Administrative Systems 2. Code of Federal Regulations (CFR) CDBG Section Title 24 Part 570 3. OMB Circular No. A-122: Cost Principals for Non -Profit Organizations 4. OMB Circular No. A-133: Audits of States, Local Governments and Non -Profit Organizations 5. Quarterly/Annual Performance Reporting Form 6. A Comprehensive Compliance and Performance Monitoring Checklist 7. Expenditure Reimbursement Claim Form 8. Qualifying Beneficiary Intake Data Form 9. Sample Sub -recipient Agreement and Exhibits (Scope of Services, Budget, Board of Directors and By-laws, Affirmative Action Policy and Insurance Requirements) 10. Orientation on meeting CDBG National Objectives The 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 the CDBG webpage on the HUD website: http://www. hud.gov/offices/cpd/communitydevelopment/programs/entitlement EXHIBIT F Insurance SOUT-17 OP ID: AW '`�� R� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYVW) 07/05112 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 619-464-6851 Teague Insurance Agency, Inc. License 1/0525512 619 464-1901 4700 Spring St., 4th Floor La Mesa, CA 91942 Bradley C. Wilson CONTACTNE: PHONE FAX A/C No Ext (AIC, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A:Zenith Insurance Company INSURED South Bay Community Services 1124 Bay Blvd., Suite D Chula Vista, CA 91911 INSURER a:American States Ins. Co. INSURER c:General Insurance Co. INSURER D: INSURER E : INSUBFR F CERTIFICATE NUMBER: • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL jNSR SUBR wvn POLICY NUMBER POLICY EFF IMM/DD/YYYYI POLICY EXP IMM/DDIYYYYI LIMITS B GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY 01C138296930 07/08/12 07/08/13 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENcurrence) DAMAGES(RENrr, $ 1,000,000 X CLAIMS -MADE OCCUR MED EXP (Anyone person) $ 10,000 X Retro Date 7/1192 PERSONAL & ADV INJURY $ 1,000,000 X SexualMiscoducfr GENERAL AGGREGATE $ 3,000,000 GENT AGGREGATE LIMIT APPLIES PER. 7 POLICY I 17?-1, I I LOC PRODUCTS- COMP/OP AGG $ 3,000,000 $ C AUTOMOBILE X X LIABILITY ANY AUTO ALL X SUTAOEDULED NO -OWNED AUTOS 24CC28479730 07/08/12 07/08/13 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B UMBRELLA LIAB OCCUR 01XS15986330 07/08/12 07/08/13 EACH OCCURRENCE $ 4,000,000 AGGREGATE $ 4,000,000 X EXCESSLIAB X CLAIMS -MADE DED X RETENTION $ NIL, s A WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N ■ N I A 2089607105 01/01/12 01/01/13 X WC STATU- TORY LIMITS OTH- FR E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Professional Liab CM774514IB 07/08/12 07/08/13 Incident 1,000,000 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, it more space is required) The Certificate Holder is added as Additional Insured for General Liability Coverage but only as their interest may appear with respect to the operations of the Named Insured. CERTIFICATE HOLDER CANCELLATION City of National City Community Development Commission of National City 140 E. 12th Street, #B National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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. You must maintain payroll records accurately segregating the remuneration of your employees while 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. Minimum Premium: $0 Schedule Person or Organization CITY OF NATIONAL CITY C/O CITY ATTORNEY OFFICE 1243 NATIONAL CITY BOULEVARD NATIONAL CITY, CA 91950 RE: ALL CALIFORNIA OPERATIONS OF THE NAMED INSURED This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Endorsement Effective 01/01/12 Insured SOUTH BAY COMMUNTTYSERVICES Policy No. Z069607105 Policy Period 01/01/12 To 01/01/13 Issued On 01/20/12 WC-04-03-06B (Ed. 10-07) At San Diego, CA AGENT COPY ZENITH INSURANCE COMPANY PRESIDENT Endorsement No. 14 Z059307105 1 of 3 ^" REPRINTED FROM THE ARCHIVE, THE ORIGINAL TRANSACT ON MAY INCLUDE ADDITIONAL FORMS ^•" COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 POLICY NUMBER: 01-CI-382969-3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) CITY OF NATIONAL CITY, ITS ELECTED OFFICIALS, OFFICERS,ACENTS AND EMPLOYEES C/O CITY ATTORNEY'S OFFICE 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950-4301 Information required to complete thls Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organizalion(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. ISO Properties, Inc., 2004 s CG 20 26 07 04 EP AFP-ME-A2.08-PRINTC01-2277-0041-B "" REPRINTED FROM THE FORMS LIBRARY COMMERCIAL AUTO CA71100307 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. EXTENDED CANCELLATION CONDITION Paragraph 2.b. of the CANCELLATION Common Policy Condition is replaced by the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. TEMPORARY SUBSTITUTE AUTO — PHYSICAL DAMAGE COVERAGE Under paragraph C. — CERTAIN TRAILERS, MO- BILE EQUIPMENT AND TEMPORARY SUBSTITUTE AUTOS of SECTION 1 — COVERED AUTOS, the following is added: If Physical Damage coverage is provided by this Cov- erage Form, then you have coverage for: Any "auto" you do not own while used with the per- mission of its owner as a temporary substitute for a covered "auto" you own that is out of service be- cause of its breakdown, repair, servicing, loss" or destruction. BROAD FORM NAMED INSURED SECTION II — LIABILITY COVERAGE — A.1. WHO IS AN INSURED provision is amended by the addition of the following: d. Any business entity newly acquired or formed by you during the policy period provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following acquisi- tion or formation of the business entity. Coverage under this provision is afforded only until the end of the policy period. BLANKET ADDITIONAL INSURED SECTION II — LIABILITY COVERAGE — A.1. WHO IS AN INSURED provision is amended by the addition of the following: e. Any person or organization for whom you are re- quired by an "insured contract" to provide insur- ance is an "insured", subject to the following additional provisions: (1) The "insured contract" must be in effect during the policy period shown in the Decla- rations, and must have been executed prior to the "bodily injury" or "property damage". (2) This person or organization is an insured" only to the extent you are liable due to your ongoing operations for that insured, whether the work is performed by you or for you, and only to the extent you are held liable for an "accident" occurring while a covered "auto" is being driven by you or one of your em- ployees. There is no coverage provided to this person or organization for bodily injury" to its em- ployees, nor for "property damage" to its property. (4) Coverage for this person or organization shall be limited to the extent of your negli- gence or fault according to the applicable principles of comparative negligence or fault. (5) The defense of any claim or "suit" must be tendered by this person or organization as soon as practicable to all other insurers which potentially provide insurance for such claim or "suit". (3) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 Satan and the Sateen logo ate registered trademarks of Sateco Corporation CA 71 10 03 07 Page 1 of 6 EP •••• REPRINTED FROM THE FORMS LIBRARY •••• (6) The coverage provided will not exceed the lesser of: (a) The coverage and/or limits of this policy; or (7) (b) The coverage and/or limits required by the `insured contract". A person's or organization's status as an "insured" under this subparagraph d ends when your operations for that "insured" are completed. EMPLOYEE AS INSURED Under Paragraph A. of Section II — LIABILITY COV- ERAGE item f. is added as follows: Your "employee" while using his owned "auto", or an "auto" owned by a member of his or her household, in your business or your personal affairs, provided you do not own, hire or borrow that "auto". This coverage is excess to any other collectible insurance coverage. FELLOW EMPLOYEE COVERAGE Exclusion 5. FELLOW EMPLOYEE of SECTION 11 — LIABILITY COVERAGE — B. EXCLUSIONS is amended by the addition of the following: However, this exclusion does not apply if the 'bodily injury" results from the use of a covered "auto" you own or hire, and provided that any coverage under this provision only applies in excess over any other collectible insurance. BLANKET WAIVER OF SUBROGATION We waive the right of recovery we may have for pay- ments made for `bodily injury" or "property damage" on behalf of the persons or organizations added as "insureds" under Section II — LIABILITY COVERAGE — A.1.D. BROAD FORM NAMED INSURED and A.1.e. BLANKET ADDITIONAL INSURED. PHYSICAL DAMAGE — ADDITIONAL TRANS- PORTATION EXPENSE COVERAGE The first sentence of paragraph A.4. of SECTION III — PHYSICAL DAMAGE COVERAGE is amended as follows: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. PERSONAL EFFECTS COVERAGE A. SECTION III — PHYSICAL DAMAGE COVER- AGE, A.4. COVERAGE EXTENSIONS, is amended by adding the following: c. Personal Effects Coverage For any Owned "auto" that is involved in a covered "loss", we will pay up to $500 for "personal effects" that are lost or damaged as a result of the covered "loss", without applying a deductible. EXTRA EXPENSE — BROADENED COVERAGE Paragraph A. — COVERAGE of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add: 5. We will pay for the expense of returning a stolen covered "auto" to you. AIRBAG COVERAGE Under paragraph B. — EXCLUSIONS of SECTION III — PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. NEW VEHICLE REPLACEMENT COST Under Paragraph C — LIMIT OF INSURANCE of Section III — PHYSICAL DAMAGE COVERAGE sec- tion 2 is amended as follows: 2. An adjustment for depreciation and physical con- dition will be made in determining actual cash value in the event of a total loss. However, in the event of a total loss to your "new vehicle" to which this coverage applies, as shown in the declarations, we will pay at your option: a. The verifiable "new vehicle" purchase price you paid for your damaged vehicle, not in- cluding any insurance or warranties pur- chased; b. The purchase price, as negotiated by us, of a new vehicle of the same make, model and equipment, not including any furnishings, parts or equipment not installed by the manufacturer or manufacturer's dealership. If the same model is not available pay the purchase price of the most similar model available; Page 2 of 6 REPRINTED FROM THE FORMS LIBRARY•"• c. The market value of your damaged vehicle, not including any furnishings, parts or equip- ment not installed by the manufacturer or manufacturer's dealership. This coverage applies only to a covered "auto" of the private passenger, light truck or medium truck type (20,000 Ibs or less gross vehicle weight) and does not apply to initiation or set up costs associated with loans or leases. TWO OR MORE DEDUCTIBLES Under SECTION 111 — PHYSICAL DAMAGE COV- ERAGE, if two or more "company" policies or cover- age forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deduct- ible is the smaller (or smallest) deduct- ible it will be waived; or b. If the applicable Business Auto deduct- ible is not the smaller (or smallest) de- ductible it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Busi- ness Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement "company" means: a. Safeco Insurance Company of America b. American States Insurance Company c. General Insurance Company of America d. American Economy Insurance Company e. First National Insurance Company of America f. American States Insurance Company of Texas American States Preferred Insurance Company h. Safeco Insurance Company of Illinois 9• LOAN/LEASE GAP COVERAGE Under paragraph C — LIMIT OF INSURANCE of SECTION III — PHYSICAL DAMAGE COVERAGE, the following is added: 4. The most we will pay for a total "loss" in any one "accident" is the greater of the following, subject to a $1,500 maximum limit: a. Actual cash value of the damaged or stolen property as of the time of the loss", less an adjustment for depreciation and physical condition; or b. Balance due under the terms of the loan or lease that the damaged covered "auto" is subject to at the time of the loss", less any one or all of the following adjustments: (1) Overdue payment and financial penalties associated with those payments as of the date of the "loss". (2) Financial penalties imposed under a lease due to high mileage, exces- sive use or abnormal wear and tear. (3) Costs for extended warranties, Cre- dit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease. (4) Transfer or rollover balances from previous loans or leases. Final payment due under a "Balloon Loan". (5) (6) The dollar amount of any un-repaired damage that occurred prior to the "total loss" of a covered "auto". (7) (8) (9) Security deposits not refunded by a lessor. All refunds payable or paid to you as a result of the early termination of a lease agreement or any war- ranty or extended service agree- ment on a covered "auto". Any amount representing taxes. (10) Loan or lease termination fees GLASS REPAIR — WAIVER OF DEDUCTIBLE Under paragraph D. — DEDUCTIBLE of SECTION III — PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. AMENDED DUTIES IN THE EVENT OF ACCI- DENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITION 2.a. — DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS — of SECTION IV — BUSINESS AUTO CONDITIONS that you must notify us of an GA 71 10 03 07 Page 3 of 6 EP REPRINTED FROM THE FORMS LIBRARY "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV — BUSINESS AUTO CONDITIONS — B.2. is amended by the addition of the following: If you unintentionally fail to disclose any hazards ex- isting at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. HIRED AUTO — LIMITED WORLD WIDE COVER- AGE Under Section IV — Business Conditions, Paragraph B.7.b.e(1) is replaced by the following: (1) The "accident" or "loss" results from the use of an "auto" hired for 30 days or less. RESULTANT MENTAL ANGUISH COVERAGE SECTION V — DEFINITIONS — C. is replaced by the following: "Bodily injury" means bodily injury, sickness or dis- ease sustained by a person including mental anguish or death resulting from any of these. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability cov- erage and if Comprehensive, Specified Causes of Loss or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow. The most we will pay for loss to any hired "auto" is $50,000 or Actual Cash Value or Cost of Repair, whichever is smallest, minus a deductible. The de- ductible will be equal to the largest deductible appli- cable to any owned "auto" of the private passenger or light truck type for that coverage. Hired Auto Phy- sical Damage coverage is excess over any other col- lectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. HIRED AUTO PHYSICAL DAMAGE COVERAGE — LOSS OF USE SECTION III — PHYSICAL DAMAGE A.4.b. Form does not apply. Subject to a maximum of $1,000 per accident, we will cover loss of use of a hired "auto" if it results from an accident, you are legally liable and the lessor in- curs an actual financial loss. RENTAL REIMBURSEMENT COVERAGE A. We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" be- cause of a covered "loss" to a covered "auto". Payment applies in addition to the otherwise ap- plicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage. B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: 1. The number of days reasonably required to repair or replace the covered "auto". If loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you. 2. 30 days. C. Our payment is limited to the lesser of the fol- lowing amounts: 1. Necessary and actual expenses incurred. 2. $50 per day. D. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. E. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not al- ready provided for under the PHYSICAL DAM- AGE COVERAGE Coverage Extension. F. The Rental Reimbursement Coverage described above does not apply to a covered "auto" that is described or designated as a covered "auto" on Page 4 of 6 REPRINTED FROM THE FORMS LIBRARY Rental Reimbursement Coverage Form CA 99 23. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE A. Coverage 1. We will pay with respect to a covered "auto" for loss" to any electronic equipment that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the loss" or the equipment is removable from a housing unit which is permanently installed in the covered "auto" at the time of the loss", and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto". 2. We will pay with respect to a covered "auto" for "loss" to any accessories used with the electronic equipment described in paragraph A.1. above. However, this does not include tapes, records or discs. 3. If Audio, Visual and Data Electronic Equip- ment Coverage form CA 99 60 or CA 99 94 is attached to this policy, then the Audio, Vi- sual and Data Electronic Equipment Cover- age described above does not apply. B. Exclusions The exclusions that apply to PHYSICAL DAM- AGE COVERAGE, except for the exclusion relat- ing to Audio, Visual and Data Electronic Equipment, also apply to this coverage. In addi- tion, the following exclusions apply: We will not pay for either any electronic equip- ment or accessories used with such electronic equipment that is: 1. Necessary for the normal operation of the covered "auto" for the monitoring of the covered "auto's" operating system; or 2. Both: a. an integral part of the same unit housing any sound reproducing equipment de- signed solely for the reproduction of sound if the sound reproducing equipment is permanently installed in the covered "auto"; and b. permanently installed in the opening of the dash or console normally used by the manufacturer for the installation of a radio. C. Limit of Insurance With respect to this coverage, the LIMIT OF IN- SURANCE provision of PHYSICAL DAMAGE COVERAGE is replaced by the following: 1. The most we will pay for loss" to audio, vi- sual or data electronic equipment and any accessories used with this equipment as a result of any one "accident" is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. c. $1,000. 2. An adjustment for depreciation and physical condition will be made in determining actual cash value at the time of the loss". 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. D. Deductible 1. If "loss" to the audio, visual or data elec- tronic equipment or accessories used with this equipment is the result of a "loss" to the covered "auto" under the Business Auto Coverage Form's Comprehensive or Colli- sion Coverage, then for each covered "auto" our obligation to pay for, repair, return or re- place damaged or stolen property will be re- duced by the applicable deductible shown in the Declarations. Any Comprehensive Cov- erage deductible shown in the Declarations does not apply to "loss" to audio, visual or data electronic equipment caused by fire or lightning. 2. If loss" to the audio, visual or data elec- tronic equipment or accessories used with this equipment is the result of a loss" to the covered "auto" under the Business Auto Coverage Form's Specified Causes of Loss Coverage, then for each covered "auto" our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 3. If "loss" occurs solely to the audio, visual or data electronic equipment or accessories used with this equipment, then for each cov- ered "auto" our obligation to pay for, repair, CA 71 10 03 07 Page 5 of 6 EP "" REPRINTED FROM THE FORMS LIBRARY'"' return or replace damaged or stolen property will be reduced by a $100 deductible. 4. In the event that there is more than one ap- plicable deductible, only the highest deduct- ible will apply. In no event will more than one deductible apply. SECTION V — DEFINITIONS is amended by adding the following: Q. "Personal effects" means your tangible property that is worn or carried by you, ex- cept for tools, jewelry, money, or securities. R. "New vehicle" means any "auto" of which you are the original owner and the "auto" has not been previously titled and is less than 365 days past the purchase date. Page 6 of 6 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 WHF_REAS. the City will 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. ATTEST: Mich 1 R. Dalla, ity Clerk PASSED and ADOPTED this 1st day of May, 2012. AIITVROVED AS TO FORM: 1 Claudia G City Attorn ua Silva Morrison, Mayor Passed and adopted by the Council of the City of National City, Califomia, 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 j City Jerk of the City of National City, California By: Deputy Resolution 2012- Exhibit A FY 2012.2013 Natioiaai° y CDBC and HOME Iri'vestiiter t:Paettri iips'Pt bgram Fhiai Afioasiiort "<I ayat, 't2 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$4�HOME Funds: $902 073 nit-yy��T �y YY//��ss.. y.[(y�� Total" 3 Availi ii 201�d 4 ,7©S ' r+d .F3 y ry ssx O � +a#ta. >}M � .,..� +Rl.` �r� 58�T�� �. �4'"i �T"'.-?�' akK�i}C `kF`.�is'r`�d����'°f' �' -0514°sYa.+„'cd`'". Applicant Name Program Name Activity Allocation 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 $52,000 $20,000 $29,337 $8,000 $120,055 City of National City, Community Services Department Learn to Swim City of National City, Public Library Literacy Services South Bay Community Services National City Police Department Support Services: Juvenile City of National City, Community Services Department Tiny Tots Trauma Intervention Programs of San Diego County, Inc. Trauma Intervention Program CDBG Code Enforcement City of National City, Neighborhood Services Department Housing Inspection Program 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 $252,862 City of National City, Fire Department Fire Station 34-Section 108 Loan Payment FY12-13 CDBG Planning/Administration City of National City, Community Services Department Neighborhood Councils Program $15,000 $209,105 $38,000 $ij 9 �768 City of National City, Housing & Grants CDBG Program Administration Fair Housing Council of San Diego Fair Housing and Tenant -Landlord Education TotOI.,CDBG.Program.;pundsPPendIng Ali ow'' San Diego Habitat for Humanity Acquisition Rehabilitation for Homeownership Program $650,000 $200,000 Community HousingWorks Realty & Lending Homebuyer's Downpayment Assistance Program- City of National City Housing and Grants National City Owner -Occupied Rehabilitation Program $290,049 $2,000,000 Paradise Creek Housing Partners, L.P./Community HousingWorks (CHDO) Predevelopment Loan for the West Side Transit Oriented Development Project Page 1 of 1 Resolution 2012- Exhibit A a3ti�iiti l.Cit HUD FY2012 CDBG Entitlement: $778,762 CDBG Program Income: $531,765 CDBG Previous Year Reallocation: $87 240 City of National City, Housing and Grants CD00 and HOME!rty ip ,,Program: F HUD FY2012 HOME Entitlement: $251,533 HOME Program Income: $2,235,107 Uncommitted HOME Funds: $902 073 Program Administration Program Name f +(OM,E Progratn Funds 1 t1` adiirt pAlt JO Activity Allocation $248,664 °3887' Page 1 of 1 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT yob- ' ' 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 III DEPARTMENT: Admi tive Services PHONE: (619) 336-43911 APPROVED B u EXPLANATION: Iln 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 at 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) to tie 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: 14dopt the Resolution BOARD / COMMISSION RECOMMENDATION: Not applicable to this report. ATTACHMENTS: Q1,c04UZV0\� NG `vCt'7;- OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax November 14, 2012 Ms. Kathryn Lembo Executive Director South Bay Community Services 1124 Bay Blvd., Suite D Chula Vista, CA 91911 Dear Ms. Lembo, On July 1st 2012, an Agreement was entered between the City of National City and South Bay Community Services. We are enclosing for your records a fully executed original Agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosure cc: Housing & Grants