HomeMy WebLinkAbout2013 CON South Bay Community Services - CDBG FY2013 -2014 Sub-RecipientAGREEMENT BETWEEN
CITY OF NATIONAL CITY
AND
SOUTH BAY COMMUNITY SERVICES
FOR
NATIONAL CITY POLICE DEPARTMENT SUPPORT SERVICES: DOMESTIC VIOLENCE
RESPONSE TEAM
THIS AGREEMENT, entered this 1st day of July, 2013 by and between the City of National City
(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;
SCOPE OF SERVICE
A. Activities: The Subrecipient will be responsible for administering the program titled,
National City Police Department Support Services: Domestic Violence Response
Team 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 Exhibit A, attached hereto and incorporated herein.
E. Performance Monitoring: The Grantee will monitor the performance of the Subrecipient
against goals and performance standards as stated above. Substandard performance as
determined by the Grantee will constitute noncompliance with this Agreement. If action to
correct such substandard performance is not taken by the Subrecipient within a
reasonable period of time after being notified by the Grantee, contract suspension or
termination procedures will be initiated.
II. TIME OF PERFORMANCE
Services of the Subrecipient shall start on the 1st day of July, 2013 and end on the 30th day of
June of 2014. 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
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incorporated herein. Both the Grantee and the Subrecipient must approve any amendments to
the Budget in writing.
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:
Contact Person:
Angelita Marchante
e K
Contact Person:
Kathry Lembo
Organization:
City of National City
Organization:
South Bay Community Services
Address:
140 E. 12th Street, Suite B
National City, CA 91950
Address:
1124 Bay Boulevard, Suite D,
Chula Vista, CA 91911
Telephone:
(619) 336-4219
Telephone:
(619) 420-3620 x145
Email:
amarchante@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
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arise out of the Subrecipient's performance or nonperformance of the services or subject
matter called for in this Agreement.
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.
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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
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
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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
notice to the other party thirty (30) days prior to the effective date of any termination,
in whole or part, for convenience. In the event that HUD withdraws any portion of the
City's CDBG funds, the City shall not be obligated to reimburse the Sub -recipient or sub-
contractor for any activity expense incurred or otherwise. City will notify Sub -recipient or
subcontractor if such event by HUD occurs.
VII. ADMINISTRATIVE REOUIREMENTS
A. Financial Management
1. Accounting Standards: The Subrecipient agrees to comply with 24 CFR 84.21-28
and agrees to adhere to the accounting principles and procedures required therein,
utilize adequate internal controls, and maintain necessary source documentation for
all costs incurred.
2. Cost Principles: The Subreclpient 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 Keening
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.
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5. Close-outs: The Subrecipient's obligation to the Grantee shall not end until all
close-out requirements are completed. Activities during this close-out period shall
include, but are not limited to: making final payments, disposing of program assets
(including the return of all unused materials, equipment, unspent cash advances,
program income balances, and accounts receivable to the Grantee), and determining
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
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funds provided herein. All program assets (unexpended program income, property,
equipment, etc.) shall revert to the Grantee upon termination of this Agreement.
2. OMB Standards: Unless specified otherwise within this agreement, the
Subrecipient shall procure all materials, property, or services in accordance with the
requirements of 24 CFR 84.40-48.
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 Riohts
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
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504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990,
the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order
11246 as amended by Executive Orders 11375, 11478, 12107 and 12086.
2. Nondiscrimination: The Subrecipient agrees to comply with the non-
discrimination in employment and contracting opportunities laws, regulations, and
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. Aooroved 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
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hereunder, and shall post copies of the notice in conspicuous places available to
employees and applicants for employment.
5. Eaual Employment Opportunity and Affirmative Action (EEO/AAM
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
Subrecipient Agreement
Page 9 of 14
assistance from HUD and is subject to the requirements of Section
3 of the Housing and Urban Development Act of 1968, as
amended (12 U.S.C. 1701). Section 3 requires that to the
greatest extent feasible opportunities for training and
employment be given to low- and very low-income residents of
the project area, and that contracts for work in connection with
the project be awarded to business concerns that provide
economic opportunities for low- and very low-income persons
residing in the metropolitan area in which the project is located."
The Subrecipient further agrees to ensure that opportunities for training and
employment arising in connection with a housing rehabilitation (including
reduction and abatement of lead -based paint hazards), housing construction, or
other public construction project are given to low- and very low-income persons
residing within the metropolitan area in which the CDBG-funded project is
located; where feasible, priority should be given to low- and very low-income
persons within the service area of the project or the neighborhood in which the
project is located, and to low- and very low-income participants in other HUD
programs; and award contracts for work undertaken in connection with a
housing rehabilitation (including reduction and abatement of lead -based paint
hazards), housing construction, or other public construction project to business
concerns that provide economic opportunities for low- and very low-income
persons residing within the metropolitan area in which the CDBG-funded project
is located; where feasible, priority should be given to business concerns that
provide economic opportunities to low- and very low-income residents within the
service area or the neighborhood in which the project is located, and to low- and
very low-income participants in other HUD programs.
The Subrecipient certifies and agrees that no contractual or other legal
incapacity exists that would prevent compliance with these requirements.
b. Notifications: The Subrecipient agrees to send to each labor organization or
representative of workers with which it has a collective bargaining agreement
or other contract or understanding, if any, a notice advising said labor
organization or worker's representative of its commitments under this Section
3 clause and shall post copies of the notice in conspicuous places available to
employees and applicants for employment or training.
c. Subcontracts: The Subrecipient will include this Section 3 clause in every
subcontract and will take appropriate action pursuant to the subcontract upon
a finding that the subcontractor is in violation of regulations issued by the
grantor agency. The Subrecipient will not subcontract with any entity where it
has notice or knowledge that the latter has been found in violation of
regulations under 24 CFR Part 135 and will not let any subcontract unless the
entity has first provided it with a preliminary statement of ability to comply
with the requirements of these regulations.
D. Conduct
1. Assignability: The Subrecipient shall not assign or transfer any interest in this
Agreement without the prior written consent of the Grantee thereto; provided,
however, that claims for money due or to become due to the Subrecipient from
the Grantee under this contract may be assigned to a bank, trust company, or
other financial institution without such approval. Notice of any such assignment or
transfer shall be furnished promptly to the Grantee.
2. Subcontracts:
a. Approvals: The Subrecipient shall not enter into any subcontracts with any
agency or individual in the performance of this contract without the written
consent of the Grantee prior to the execution of such agreement.
b. Monitoring: The Subrecipient will monitor all subcontracted services on a
regular basis to assure contract compliance. Results of monitoring efforts shall
Subrecipient Agreement
Page 10 of 14
be summarized in written reports and supported with documented evidence of
follow-up actions taken to correct areas of noncompliance.
c. Content: The Subrecipient shall cause all of the provisions of this contract in
its entirety to be included in and made a part of any subcontract executed in
the performance of this Agreement.
d. Selection Process: The Subrecipient shall undertake to insure that all
subcontracts let in the performance of this Agreement shall be awarded on a
fair and open competition basis in accordance with applicable procurement
requirements. Executed copies of all subcontracts shall be forwarded to the
Grantee along with documentation concerning the selection process.
3. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel
employed under this Agreement, shall be in any way or to any extent engaged in
the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C.
4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 24
CFR 84.42 and 570.611, which include (but are not limited to) the following:
a. The Subrecipient shall maintain a written code or standards of conduct that
shall govern the performance of its officers, employees or agents engaged in
the award and administration of contracts supported by Federal funds.
b. No employee, officer or agent of the Subrecipient shall participate in the
selection, or in the award, or administration of, a contract supported by
Federal funds if a conflict of interest, real or apparent, would be involved.
c. No covered persons who exercise or have exercised any functions or
responsibilities with respect to CDBG-assisted activities, or who are in a
position to participate in a decision -making process or gain inside information
with regard to such activities, may obtain a financial interest in any contract,
or have a financial interest in any contract, subcontract, or agreement with
respect to the CDBG-assisted activity, or with respect to the proceeds from the
CDBG-assisted activity, either for themselves or those with whom they have
business or immediate family ties, during their tenure or for a period of one
(1) year thereafter. For purposes of this paragraph, a "covered person"
includes any person who is an employee, agent, consultant, officer, or elected
or appointed official of the Grantee, the Subrecipient, or any designated public
agency.
5. Lobbying: The Subrecipient hereby certifies that:
a. No Federal appropriated funds have been paid or will be paid, by or on
behalf of it, to any person for influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any Federal contract, the making of any
Federal grant, the making of any Federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement;
b. If any funds other than Federal appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an officer
or employee of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with
this Federal contract, grant, loan, or cooperative agreement, it will
complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions; and
Subrecipient Agreement
Page 11 of 14
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
cooperative agreements) and that all Subrecipients shall certify and
disclose accordingly:
d. Lobbying Certification: This certification is a material representation of
fact upon which reliance was placed when this transaction was made or
entered into. Submission of this certification is a prerequisite for making or
entering into this transaction imposed by section 1352, title 31, U.S.C. Any
person who fails to file the required certification shall be subject to a civil
penalty of not less than $10,000 and not more than $100,000 for each
such failure.
6. Copyright: If this contract results in any copyrightable material or inventions, the
Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive
and irrevocable license to reproduce, publish or otherwise use and to authorize
others to use, the work or materials for governmental purposes.
7. Religious Activities: The Subrecipient agrees that funds provided under this
Agreement will not be utilized for inherently religious activities prohibited by 24
CFR 570.200(j), such as worship, religious instruction, or proselytization.
X. ENVIRONMENTAL CONDITIONS
A. Air and Water: The Subrecipient agrees to comply with the following requirements
insofar as they apply to the performance of this Agreement:
• Clean Air Act, 42 U.S.C. , 7401, et seq.;
• Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as
amended, 1318 relating to inspection, monitoring, entry, reports, and information, as
well as other requirements specified in said Section 114 and Section 308, and all
regulations and guidelines issued thereunder;
• Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as
amended.
B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster
Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities
located in an area identified by the Federal Emergency Management Agency (FEMA) as
having special flood hazards, flood insurance under the National Flood Insurance Program
is obtained and maintained as a condition of financial assistance for acquisition or
construction purposes (including rehabilitation).
C. Lead -Based Paint: The Subrecipient agrees that any construction or rehabilitation of
residential structures with assistance provided under this Agreement shall be subject to
HUD Lead -Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B.
Such regulations pertain to all CDBG-assisted housing and require that all owners,
prospective owners, and tenants of properties constructed prior to 1978 be properly
notified that such properties may include lead -based paint. Such notification shall point
out the hazards of lead -based paint and explain the symptoms, treatment and precautions
that should be taken when dealing with lead -based paint poisoning and the advisability
and availability of blood lead level screening for children under seven. The notice should
also point out that if lead -based paint is found on the property, abatement measures may
be undertaken. The regulations further require that, depending on the amount of Federal
funds applied to a property, paint testing, risk assessment, treatment and/or abatement
may be conducted.
D. Historic Preservation: The Subrecipient agrees to comply with the Historic Preservation
requirements set forth in the National Historic Preservation Act of 1966, as amended (16
U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic
Preservation Procedures for Protection of Historic Properties, insofar as they apply to the
performance of this agreement.
Subrecipient Agreement
Page 12 of 14
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.
XI. SEVERABILITY
If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be
affected thereby and all other parts of this Agreement shall nevertheless be in full force and
effect.
XII. SECTION HEADINGS AND SUBHEADINGS
The section headings and subheadings contained in this Agreement are included for
convenience only and shall not limit or otherwise affect the terms of this Agreement.
XIII. WAIVER
The Grantee's failure to act with respect to a breach by the Subrecipient does not waive its
right to act with respect to subsequent or similar breaches. The failure of the Grantee to
exercise or enforce any right or provision shall not constitute a waiver of such right or
provision.
XIV. INTERPRETATION OF THE AGREEMENT
The interpretation, validity, and enforcement of the Agreement shall be governed by and
construed under the laws of the State of California. The Agreement does not limit any other
rights or remedies available to the Grantee. The Subrecipient shall be responsible for
complying with all local, state, and federal laws whether or not said laws are expressly stated
or referred to herein. Should any provision herein be found or deemed to be invalid, the
Agreement shall be construed as not containing such revision, and all other provisions which
are otherwise lawful shall remain in full force and effect, and to this end the provisions of this
Agreement are severable.
XV. ATTORNEY'S FEES
In the event any legal action or proceeding is commenced to interpret or enforce the terms of,
or obligations arising out of, this Agreement, or to recover damages for the breach thereof,
the party prevailing in any such action or proceeding shall be entitled to recover from the non -
prevailing party all reasonable attorney's fees, costs, and expenses incurred by the prevailing
party.
XVI. ENTIRE AGREEMENT
This agreement constitutes the entire agreement and the attachments referenced below
between the Grantee and the Subrecipient for the use of funds received under this Agreement
and it supersedes all prior or contemporaneous communications and proposals, whether
electronic, oral, or written between the Grantee and the Subrecipient with respect to this
Agreement.
ATTACHMENTS
Exhibit A -Scope of Services
Exhibit B-Budget
Exhibit C-Board of Directors and Corporate Bylaws
Exhibit D-Technical Assistance Materials
Exhibit E-Affirmative Action Policy
Exhibit F-Insurance
Subrecipient Agreement
Page 13 of 14
IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.
City of National City
AP
Cla
Cityttorney
AS TO FORM
ATTEST
Michael Dalla
City Clerk
South Bay/Community Services
th
resin ent a CEO
on Hunter
Director of Family Wellness and Self Sufficiency
Subrecipient Agreement
Page 14 of 14
EXHIBIT A -
Scope of Services
EXHIBIT A
SCOPE OF SERVICES
The National City Police Department Support Services: Domestic Violence Response Team consists of
the following activities:
The program will assist the National City Police Department (NCPD) and domestic violence
victims in retaining safe and stable housing and access the services necessary to deal with
the trauma of victimization. Domestic Violence Response Team (DVRT) members will be
stationed at NCPD. This year the DVRT plans to serve approximately 100 residents by
res•ondin• 24 hours a da 7 da s a week to 911 'once calls for domestic violence.
N/A
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2. The following lists the staff and time commitments to be allocated to activity listed above.
Don Hunter, Department Director
Amaris Sanchez, DVRT Program Director
Ana Sophia, Family Development Associate
3. Billing Method: Monthly Quarterly X
Other
2 (5% FTE)
8 (20% FTE)
20 (50% FTE)
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
Program Implementation
X
X
X
X
X
X
X
X
X
X
X
X
Provide Program Services
X
XXX
X
X
X
X
X
X
X
X
EXHIBIT B - BUDGET
EXHIBIT B
BUDGET
Agency Name: South Bay Community Services
Activity Name: NCPD Support Services Domestic Violence Response Team (DVRT)
Budget Item
CDBG
Request
Other
Sources
Total Budget
1) Personnel
Department Director @ 5%
4,560
$ 4,560
DVRT Program Director @
20%
10,080
$ 10,080
Family Dev Associate
16,000
25,950
$ 41,950
2) Fringe Benefits
Fringe Benefits @ 25%
4,000
10,150
$ 14,150
3) Travel
4) Supplies and Materials
(Operating Costs)
Supplies
1,100
$ 1,100
Equipment
0
$ -
Insurance
1,930
$ 1,930
Printing
900
$ 900
Utilities & Telephone
790
$ 790
Other:
Budget Total
$ 20,000
$ 55,460
$ 75,460
EXHIBIT C -
BOARD OF DIRECTORS/
BY LAWS
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South Bay Community Services Organizational Chart
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11011.1011111
David Rowlands
Retired - City Manager of
Chula Vista
550 Galveston Way
Bonita, CA 91902
(619) 517-3334
Term 1/11- 1/13
Chair
Ceanne Guerra
Cox Communications
350 10th Ave., Suite 600
San Diego, CA 92101
(619) 266-5542 wk
(619) 227-3018 cell
Term 1/12 -1-14
Secretary
Sue Belmonte
S D Daily Transcript
2131 Third Avenue
San Diego, CA 92101
(619) 232-4381
(619) 549-9295 cell
(619) 435-9309 hm
(819) 239-4312 fax
Term 1/12 -1-14
John Nelson
CV Elementary School District
84 East J Street
Chula Vista, CA 91910
(619) 425-9600 x1501 wk
Term 1/11 -1/13
SBCS Board of Directors
Anthony Perez
SVP/Region Manager
Union Bank
410 H Street
Chula Vista, CA 91910
(619) 426-9950
(619) 241-6336 cell
Term 1/11-1/13
Vice Chair
Edna Conception
Certified Financial Planner
1552 Country Vistas Lane
Bonita, CA 91902
(619) 436-9494
Term 1/11-1/13
Audit Committee Chair
Fran Muncey
The Galley at the Marina
10364 Russell Road
La Mesa, CA 91941
(619) 422-5714 wk
(619) 444-0675 hm
(619) 422-1901 fax
(619) 992-5714
Term 1/11-1/13
Nancy Kerwin
CV Elementary School District
84 East J Street
Chula Vista, CA 91910
(619) 425-9600 X1511 wk
(619) 507-1379 cell
Term 01/10 - 01/12
Marla Guasp
Independent Consultant
3454 Pluto Ct.
Bonita, CA 91902
(619) 479-3063 hm
Term 1/11 -1/13
Past Chair
Charles Moore
Retired - Allied Waste
Executive
250 Kennedy Street# 53
Chula Vista, CA 91910
(619) 421-0841 fx
(619) 425-4855 hm
(619) 954-7249 cell
Term 1/12 - 1-14
Robert Dominguez
Pastor at Donovan
Correctional Facility
1629 Elmhurst St.
Chula Vista, CA 91913
(619) 421-1916 home
(619) 474-5643 work
(619) 507-5433 cell
Term 1/11- 1/13
revised 1/19/12
AMENDED AND RESTAIED
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 Qiinlifications of Board Members 2
Section 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 Place 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 - COMMITTEES 7
Section 4.1 Committees of Directors. 7
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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 Elettion and Appointment of Officers. 10
Section 5.4 Chair 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 'Ibird 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 Inderrmification 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
ZASBCS1GenerallAgt \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
ZASBCS \General\ Agt\SBCS Bylaws Amended and Restated v 34oex
AMENDED AND RESTATED
BYLAWS OF
SOUTH BAY CO1VI UNITY 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.
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H:ISBCS\General Wgr\SBCS Bylaws Amended and Restated v 3.docx
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.
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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-Iaw, 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;
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EXHIBIT E
AFFIRMATIVE ACTION POLICY
1. Provision of Program Services
a. Subrecipient shall not, on the grounds of race, religion, color, national origin,
sex, sexual preference, or handicap, exclude any person from participation in,
deny any person the benefits of, or subject any person to discrimination under
any program or activity funded in whole or in part with CDBG funds.
b. Subrecipient shall not under any program or activity funded in whole or in part
with CDBG funds, on the grounds of race, religion, color, national origin, sex,
sexual preference, or handicap:
1) Deny any facilities, services, financial aid or other benefits
provided under the program or activity; or
2) Provide any facilities, services, financial aid, or other benefits
which are different or are provided in a different form from that
provided to others under the program or activity; or
3) Subject to segregated or separate treatment in any facility in, or
in any matter of process related to receipt of any service or
benefit under the program or activity; or
4) Restrict in any way access to, or in the enjoyment of any
advantage or privilege enjoyed by others in connection with
facilities, services, financial aid, or other benefits under the
program or activity; or
5) Treat an individual differently from others in determining whether
the individual satisfies any admission, enrollment, eligibility,
membership, or other requirement or condition which the
individual must meet in order to be provided any facilities,
services, or other benefits provided under the program or
activity; or
6) Deny any opportunity to participate in a program or activity as an
employee.
c. Subrecipient may not utilize criteria or methods of administration which have
the effect of subjecting individuals to discrimination on the basis of race,
religion, color, national origin, sex, sexual preference, or handicap, or have the
effect of defeating or substantially impairing accomplishment of the objectives of
the program or activity with respect to individuals of a particular race, religion,
color, national origin, sex, sexual preference or handicap.
d. Subrecipient, in determining the site or location of housing or facilities provided
in whole or in part with CDBG funds, may not make selections of such site or
location which have the effect of excluding individuals from, denying them the
benefits of, or subjecting them to discrimination on the grounds of race, color,
national origin, or sex, or which have the purpose or effect of defeating or
substantially impairing the accomplishment of the objectives of the Civil Rights
Act of 1964 and amendments thereto:
e. In administering a program or activity funded in whole or in part with CDBG
funds regarding which the Subrecipient has previously discriminated against
persons on the grounds of race, religion, color, national origin, sex, sexual
preference or handicap, the Subrecipient must take affirmative action to
overcome the effects of prior discrimination.
f. Even in the absence of such prior discrimination, a Subrecipient in administering
a program or activity funded in whole or in part with CDBG funds should take
affirmative action to overcome the effects of conditions which would otherwise
result in limiting participation by persons of a particular race, color, national
origin, or sex. Where previous discriminatory practice or usage tends, on the
grounds of race, religion, color, national origin, sex, sexual preference, or
handicap, to exclude individuals from participation in, to deny them the benefits
of, or to subject them to discrimination under any program or activity to which
CDBG funding applies, the Subrecipient has an obligation to take reasonable
action to remove or overcome the consequences of the prior discriminatory
practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964.
A Subrecipient shall not be prohibited by this part from taking any eligible action
to ameliorate an imbalance in services or facilities provided to any geographic
area or specific group of persons within its jurisdiction where the purpose of
such action is to overcome prior discriminatory practice or usage.
g•
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 sea.).
3. Remedies: In the event of Subrecipient'S failure to comply with any rules,
regulations, or orders required to be complied with pursuant to this Agreement, the
CDC may cancel, terminate, or suspend in whole or in part its performance and
Subrecipient may be declared ineligible for further government contracts and any
such other sanctions as may be imposed and remedies invoked as provided by law.
(vi) Upon the expiration of the term of office of any Director;
or,
(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.
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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 place 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 arc 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
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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 Adiournment. 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.
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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 'natters 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
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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.
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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, but 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 cotnpensatory 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
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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 Meetine 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-offieio 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
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H:\SBCS\General\Agr\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. Ile 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 he
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 andmaintained, 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.
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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
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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.
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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 Indemnifrcatio❑ 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:
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(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
deteiniine;
(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 withthe
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
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H:ISBCS\General\Agr\SBCS 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 be 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 he 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
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H:\SBCS\General\Agr\SBCS BylawsAmended 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
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H:\SBCS1GenerallAgr\SBCS Bylaws Amended and Restated v 3.docx
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.
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H:ISBCS\GeneraflAgrISBCS 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 t \ pages were duly
adopted as the bylaws of the Corporation by the Directors of the Corporation on
`+'z--AAC 1O , and the same do now constitute the bylaws of said Corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name this
By:
an Muncey, ecretary 7
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11:SBCSIGenera1 Ae1SBCS Bylaws Amended and Restated v 3.doex
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
Aklmium RD° CERTIFICATE OF LIABILITY INSURANCE
DATE10/14DIYYYY)
10/14113
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. 61g 668-4715
License #0525512
4700 Spring St., 4th Floor
La Mesa, CA 91942
Bradley C. Wilson
CONTACT
NAME:
PHONE FAX
rwc No. ExtL (NC, NO.
E-MAIL
ADDRESS:
INSURER(S) AFFORDING COVERAGE
NAIC 0
INSURER A :Zenith Insurance Company
INSURED South Bay Community Services
1124 Bay Blvd., Suite D
Chula Vista, CA 91911
INSURER B: American States Ins. Co.
INSURER C: General Insurance Co.
INSURER D :
INSURER E :
INSURER F'
COVERAGES
CERTIFICATE NUMBER:
REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
IL7SRR
TYPE OF INSURANCE
ADM
wax
SUBR
wvil
POLICY NUMBER
POLICY EFF
IMMIDDIYYYYI
POLICY EXP
ANYKOD/YYYY1
LIMITS
B
GENERAL
X
LIABILITY
COMMERCIAL GENERAL LIABILII Y
X
01C138296940
07/08/13
07/08/14
EACH OCCURRENCE
$ 1,000,000
pREM SES (Ea oMED nGe)
$ 1,000,000
X
CLAIMS -MADE
OCCUR
MED EXP (Any one person)
$ 20,000
X
Retro Date 7/1/92
PERSONAL & ADV INJURY
$ 1,000,000
X
SexualMiscoduct
GENERAL AGGREGATE
$ 3,000,000
GEN'L AGGREGATE
POLICY
LIMIT APPLIES
PRO-
TECT
A
PER,
LOC
PRODUCTS - COMP/OP AGG
$ 3,000,000
$
C
AUTOMOBILE
X
X
LIABILITY
ANY AUTO
ALL OWNED
_
X
SCHEDULED
AUTOS
NON -OWNED
AUTOS
24CC28479740
07/08/13
07/08/14
COMBINED SINGLE LIMB
(Ea accident)
1000000
$ + r
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
(Per accident)
$
$
B
X
UMBRELLA LIAB
EXCESS LIAB
X
OCCUR
CLAIMS -MADE
01XS15986340
08/08/13
07/08/14
EACH OCCURRENCE
$ 4,000,000
AGGREGATE
$ 4,000,000
DED
X
RETENTON$ NIL.
$
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y
ANY PROPRIETOR/PARTNER/EXECUTIVE ❑N
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N!A
Z069607106
01/01/13
01/01/14
X
WCSTATU-
TORY LIMITS
OTH-
ER
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
Retro Date 7/1/92
CM7745141C
07/08/13
07/08/14
Incident 1,000,000
Aggregate 3,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS 'VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
* Sexual Misconduct $1,000,000 Incident $3,000,000 Aggregate Included
The Certificate Holder is added as Additional Insured for GeneralLiability
but only as their interest may appear with respect to the operations of the
Named Insure
**its elected officials, officers, agents and employees
City of National City "'
do City Attorney's Office
1243 National City Blvd.
National City, CA 91950-4301
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
fif c Y,�•
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
TheZentltr
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 01/01/13
Insured SOUTH BAY COMMUNITY SERVICES
Policy No. Z069607106
Policy Period 01/01/13 To 01/01/14
Issued On 01/23/13
WC-04-03-06B
(Ed. 10-07)
At San Diego, CA
AGENT COPY
ZEN1THINSURANCE COMPANY
), A. nikl..s..°D..1
PRESIDENT
Endorsement No. 14
rinafiff 11 Aft 1 rf
RESOLUTION 2013 — 64
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
AUTHORIZING THE ALLOCATION OF COMMUNITY DEVELOPMENT
BLOCK GRANT (CDBG) AND HOME INVESTMENT PARTNERSHIPS PROGRAM
ENTITLEMENT FUNDS APPROPRIATED FOR 2013/2014, ACCRUED PROGRAM
INCOME AND FUNDS REMAINING FROM COMPLETED PROJECTS TO CDBG
AND HOME ACTIVITIES RECOMMENDED FOR INCLUSION IN THE 2013/2014
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 19, 2013 and May 7, 2013, 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, 2013 to April 25, 2013; and
WHEREAS, the City will incorporate any comment received during the 30-day
public comment period in the final submission of said Plan by May 15, 2013; and
WHEREAS, HUD has not released entitlement appropriations to the City and
staff has estimated the FY 2013-2014 HUD formula allocation to be $739,824 for CDBG and
$238,956 for the HOME Program which have been used to determine the Annual Action
Plan activities considered for funding identified in Exhibit "A" based on the ranking method
implemented by the City Council at the first Public Hearing on March 19, 2013; and
WHEREAS, staff will make necessary adjustments to the CDBG and HOME
activity allocations listed in the Annual Action Plan by following the ranking method as has
been directed by the City Council when final appropriations are released by HUD; and
WHEREAS, the City Manager will be authorized to approve any adjustments
made and make the final allocations official by attaching the final list of Annual Action Plan
activities to the Resolution as Exhibit "B" and promptly notifying all intended recipients of
entitlement funds listed in Exhibit "A"; and
Resolution No. 2013 — 64
Page Two
May 7, 2013
WHEREAS, staff has identified and verified the availability of $112,623 in
CDBG funds remaining from previous year projects that have been completed to supplement
the funding of activities listed in the FY 2013-2014 Annual Action Plan as listed in Exhibit "A";
and
WHEREAS, staff has also identified and verified program income received
from the HOME Program in the amount $67,834 that can be used to supplement the funding
of activities listed in the FY 2013-2014 Annual Action Plan as listed in Exhibit "A".
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
National City hereby authorizes the reallocation of $112,623 in CDBG funds remaining from
completed projects and $67,834 in HOME Program income to supplement the funding of
activities included in the FY 2013-2014 Annual Action Plan.
BE IT FURTHER RESOLVED that the City Council authorizes the submission
of the FY 2013-2014 Annual Action Plan for the expenditure of said funds to the U.S.
Department of Housing and Urban Development.
BE IT FURTHER RESOLVED that the City Manager is authorized to approve
changes in funding to the activities listed in Exhibit "A" in a manner substantially consistent
with the ranking method implemented by the City Council.
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 2013-2014 Annual
Action Plan, certifications, and agreements required by HUD for the full implementation of the
activities funded under said Plan.
PASSED and ADOPTED this 7th day of May, 20
orrison, Mayor
ATTEST:
Mich el R. Dalla, ty Clerk
OVE i_ AS TO FORM:
Cla ¶i►: acit Silva
City Attorney
Exhibit A
Rank iApplicant Name
1
2
3
Trauma Intervention Programs of
San Diego County, Inc.
City of National City, Community
Services Department
South Bay Community Services
Program Name
Trauma Intervention Program
At Risk Youth After School Teen
Program - "Supreme Teens"
4
City of National City, Public Library
National City Police Department
Support Services: Domestic Violence
Response Team
Literacy Services
Fundin
$ 8,000
$ 20,000
$ 20,000
$ 40,000
5
City of National City, Community
Services Department
CDBG Non -Public Services with a estim
$112,623 in reallocated funds
n/a
1
City of National City, Fire
Department
City of National City, Neighborhood
Services Department
Tiny Tots
$ 22,973
ated 2013 entltiment (65%) allocation of $480,885 and
Fire Station 34-Section 108 Loan
Payment FY13-14
Housing Inspection Program
$ 247,161
$ 121,000
2
3
City of National City, Community
Services Department
City of National City, Development
Services Department
George H. Waters Nutrition Program
Drainage Improvements
$ 75,000
$ 100,000
4
City of National City, Neighborhood
Services Department
n/a City of National City, Housing &
Grants
Neighborhood Preservation
CDBG Program Administration
$ 50,347
$ 112,964
n/a
n/a
CSA San Diego County
City of National City Housing and
Grants
Fair Housing and Tenant -Landlord
Education
National City Owner -Occupied
Rehabilitation Program
n/a City of National City, Housing and Program Administration
Grants
$ 35,000
$ 276,111
$ 30,679
txrnbit " t3' to Resolution 2013-64 As Approved by the City Manager
' r Final Fund it ' Y Q18 - 4 f ationa{rCtty CDil' a and
mu%I R11_ 0 ?ip ' f$mttes
HUD FY2013 CDBG Entitlement:
$808,047
HUD FY2013 HOME Entitlement:
$269,428
CDBG Previous Year Reallocation:
$112,,6��/`^�2^-g3 '$�,4a
HOME Program Income:
$67,834
If
y1j
{
^A R at k= �
Q. Y .i > W'•�a.
.dam .. a 3
yn (�]+
N
.a
Rank
Applicant Name
Program Name
Funding
r w
x na103it1
_ x
a
rek#Ji„2ac:*.xv;d
� 1 l oeattgi itif
1
Trauma Intervention Programs of
Trauma Intervention Program
$ 8,000
2
City of National City, Community
At Risk Youth After School Teen
Program - "Supreme Teens"
$ 20,000
3
South Bay Community Services
National City Police Department Support
Services: Domestic Violence Response
Team
$ 20,000
4
City of National City, Public Library
Literacy Services
$ 46,501
5
City of National City, Community Tiny Tots $ 26,706
Services De artment
CC��6[tepesrrtlft52D
entt1rr�65°' aliooa`onQf,$$25;231ti#
f 2,6t3 Aga reatleta tlnds
n/a
City of National City, Fire
Fire Station 34-Section 108 Loan
Payment FY13-14
$ 247,161
1
City of National City, Neighborhood
Services Department
Housing Inspection Program
$ 140,512
2
City of National City, Community
George H. Waters Nutrition Program
$ 75,000
3
City of National City, Development
Services Department
Drainage Improvements
$ 116,408
4
City of National City, Neighborhood
Services Department
Neighborhood Preservation
$ 58,773
• na..;a.LzR:r s ifs. �- T^*"` ,�., S +«w
r�i tfa _ with maG tfo altot of
.
N/A
City of National City, Housing &
CDBG Program Administration
$ 126,609
N/A
CSA San Diego County
Fair Housing and Tenant -Landlord
Education
$ 35,000
HOME -program with final 2.013 entitlertieint allpcation of $269,428 and $67,834
' in'HOME program Income
N/A
City of National City Housing and
National City Owner -Occupied
Rehabilitation Program
$ 310,319
N/A
City of National City, Housing and
Grants
Program Administration
$ 26,943
Approved on b/1 b / 13�:4.„-Leslie Deese. Citv Manager
Passed and adopted by the Council of the City of National City, California, on May 7,
2013 by the following vote, to -wit:
Ayes: Councilmembers Cano, Morrison, Natividad, Rios, Sotelo-Solis.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Mayor of the City of National City, California
MICHAEL R. DALLA
City Clerk of the City of National City, California
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2013-64 of the City of National City, California, passed and adopted
by the Council of said City on May 7, 2013.
Jerk of the City of ation
By:
Deputy
City al City, California
MEETING DATE:
CITY OF NATIONAL CITY, CALIFORNIA
COUNCIL AGENDA STATEMENT
May 7, 2013i
AGENDA ITEM NO. 21
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 2013/2014,
accrued program income, and funds remaining from completed projects to CDBG and HOME activities
recommended for inclusion in the 2013/2014 Annual Action Plan and authorizing the submission of said Plan to the
United States Department of Housing and Urban Development. (Housing and Grants)
PREPARED BY: Carlos J. Aguirre, Comm. Dev. Specialist I1 DEPARTMENT: Housin rarfts,
PHONE: (619) 336-43911 APPROVED e D
•
EXPLANATION:
In accordance with the federal regulations at 24 CFR, Part 91, the City of National City (City) is required to
prepare and submit an Annual Action Plan for its Housing and Community Development Entitlement Programs funded
by the U.S. Department of Housing and Urban Development (HUD). The Fourth -Year Action Plan for FY 2013-14
outlines how the City intends to spend $739,824 in federal Community Development Block Grant (CDBG) and
$238,956 in federal HOME Investment Partnerships (HOME) Program entitlement funds. In addition to the funding
sources noted above, the City will reprogram $112,623 remaining from previously completed projects as well as
allocate $67,834 in HOME program income received.
The second Public Hearing will be conducted at the regularly scheduled City Council meeting on May 7, 2013
to review public comments, received during a 30-day public review period from March 27, 2013 through April 25, 2013,
on the draft FY2013-14 Annual Action Plan; and to provide interested persons and community groups with one last
opportunity to share their thoughts regarding the Plan and the CDBG and HOME Program activities being proposed for
FY2013-14. After all public comments have been considered at the Public Hearing on May 7, 2013, the City Council
will adopt the Fourth -Year Action Plan activities for submission to HUD before May 15, 2013.
FINANCIAL STATEMENT: APPROVED:Flnance
ACCOUNT NO. I APPROVED: MIS
The City will receive an estimated $739,824 in CDBG and an estimated $238,956 in HOME Program funds for
FY2013-14. In addition, the City will allocate to FY2014 HOME activities $67,834 of program income received in Fund
505. The City will also reprogram $112,623 of CDBG entitlement funds remaining from completed projects toward
FY2014 CDBG activities.
ENVIRONMENTAL REVIEW:
Not applicable to this report.
ORDINANCE: INTRODUCTION:
FINAL ADOPTION:
STAFF RECOMMENDATION:
;Adopt the Resolution)
BOARD / COMMISSION RECOMMENDATION:
Not applicable to this report.
ATTACHMENTS:
See Attachments under Public Hearing No. 2 of 2 for the 2013/2014 Annual Action Plan Item of the Agenda
CITY OF NATIONAL CITY
Office of the City Clerk
1243 National City Blvd., National City, California 91950
619-336-4228 phone / 619-336-4229 fax
Michael R. Dalla, CMC - City Clerk
November 21, 2013
Ms. Kathryn Lembo
South Bay Community Services
1124 Bay Blvd., Suite D
Chula Vista, CA 91911
Dear Ms. Lembo,
On July 1st, 2013, 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.
Michael R. Dalla, CMC
City Clerk
Enclosure
cc: Housing & Grants