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Home My WebLink About2013 CON Trauma Intervention Programs of San Diego - CDBG FY2013 -2014 Sub-RecipientAGREEMENT BETWEEN CITY OF NATIONAL CITY AND TRAUMA INTERVENTION PROGRAMS OF SAN DIEGO COUNTY, INC. FOR TRAUMA INTERVENTION PROGRAM THIS AGREEMENT, entered this 1st day of July, 2013 by and between the Citv of National City (herein called the "Grantee") and the Trauma Intervention Programs Of San Diego County, Inc. (herein called the "Subrecipient.") WHEREAS, the Grantee has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds; NOW, THEREFORE, it is agreed between the parties hereto that; SCOPE OF SERVICE A. Activities: The Subrecipient will be responsible for administering the program titled, Trauma Intervention Program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. Such program will include activities eligible under the Community Development Block Grant ("CDBG") program, as specified in Exhibit A, attached and incorporated herein. B. National Objectives: All activities funded with CDGB funds must meet one of the CDBG program's National Objectives: benefit low- and moderate -income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR 570.208. The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet the National Obiective of benefiting low- and moderate -income persons. C. Levels of 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 incorporated herein. Both the Grantee and the Subrecipient must approve any amendments to the Budget in writing. Subrecipient Agreement Page 1 of 14 IV. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed Eight Thousand Dollars ($8,000.001. Drawdowns for the payment of eligible expenses shall be made against the Budget line items specified in Paragraph III herein and in accordance with performance. Expenses for general administration shall also be paid against the Budget line items specified in Paragraph III and in accordance with performance. Payments may be contingent upon certification of the Subrecipient's financial management system in accordance with the standards specified in 24 CFR 84.21. Payment shall be contingent upon HUD's delivery of payment to City. V. NOTICES Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this contract shall be directed to the following contract representatives: ��.it t'4*.ti i�i'" f"i ?%ad xs "'-'Yya, e�tg �a' �. `W Tll y�yii��{v{$M1�54�'li'.ii n a'�YY+i��**!6d0Y.i�P xx o d {�3� y 9 .. wiS�J �F.:�. qgy�^�gy#. �Pry'3' +�a 1C M Sv'i41 >�.u5�l�N�'�25. Contact Person: Angelita Marchante Contact Person: Shay Gebler Organization: City of National City Organization: Trauma Intervention Programs of San Diego County, Inc. Address: 140 E. 12th Street National City, CA 91950 Address: 2560 Orion Way Carlsbad, CA 92010 Telephone: (619) 336-4219 Telephone: (760) 931-2104 Email: amarchante@nationalcityca.gov Email: sgebler@tipssandiego.org VI. GENERAL CONDITIONS A. General Compliance: The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. "Independent Contractor": Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Subrecipient is an independent contractor. C. Hold Harmless: The Subrecipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Subrecipient's performance or nonperformance of the services or subject matter called for in this Agreement. Subrecipient Agreement Page 2 of 14 D. Workers' Compensation: The Subrecipient shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the Grantee and its elected officials, officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the Grantee or its elected officials, officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the Grantee under this Agreement. Insurance & Bonding: The Subrecipient, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies attached as Exhibit F: ❑ 1. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. 2. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). 3. Commercial general liability insurance, with minimum limits of $2,000,000 per occurrence/$4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. 4. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of Subrecipient's employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the Grantee. Said endorsement shall be provided prior to commencement of work under this Agreement. 5. The aforesaid policies shall constitute primary insurance as to the Grantee, its officers and employees, so that any other policies held by the Grantee shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the Grantee of cancellation or material change. 6. Said policies, except for the professional liability and workers' compensation policies, shall name the Grantee and its elected officials, officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. 7. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the Subrecipient shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. 8. Any aggregate insurance limits must apply solely to this Agreement. 9. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the National City Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. 10. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the National City Risk Manager. If the Subrecipient does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the Grantee may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 11. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the Grantee. The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall Subrecipient Agreement Page 3 of 14 purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Grantee. The Subrecipient shall comply with the bonding and insurance requirements of 24 CFR 84.31 and 84.48, Bonding and Insurance. F. Grantee Recognition: The Subrecipient shall insure recognition of the role of the Grantee in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. G. Amendments: The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Subrecipient from its obligations under this Agreement. The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient. H. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this Agreement if the Subrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of funds provided under this Agreement; or 4. Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect. The Grantee shall have the right, in accordance with 24 C.F.R. 85.43, to terminate this Agreement immediately or withhold payment of invoice for failure of the SUB -RECIPIENT to comply with the terms and conditions of this Agreement. Should the Grantee decide to terminate this Agreement, after a full evaluation of all circumstances has been completed, the Subrecipient shall, upon written request, have the right to an appeal process. A copy of the appeal process will be attached to any termination notice. If the Grantee finds that the Subrecipient has violated the terms and conditions of this Agreement, the Subrecipient may be required to: 1. Repay all monies received from the Grantee under this Agreement; and/or 2. Transfer possession of all materials and equipment purchased with grant money to the Grantee. In the case of early termination, a final payment may be made to the SUB -RECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to termination. The total of all payments, including the final payment, shall not exceed the amount specified in this Agreement. I. Termination for Convenience: In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the Grantee or the Sub -recipient, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the Grantee determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Grantee may terminate the award in its entirety. Grantee and sub -recipient agree to provide written Subrecipient Agreement Page 4 of 14 notice to the other party thirty (30) days prior to the effective date of any termination, in whole or part, for convenience. In the event that HUD withdraws any portion of the City's CDBG funds, the City shall not be obligated to reimburse the Sub -recipient or sub- contractor for any activity expense incurred or otherwise. City will notify Sub -recipient or subcontractor if such event by HUD occurs. VII. ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards: The Subrecipient agrees to comply with 24 CFR 84.21-28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles: The Subrecipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non -Profit Organizations," or A-21, "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record Keeping 1. Records to be maintained: The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; and g. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. 2. Retention: The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of four (4) years. The retention period begins on the date of the submission of the Grantee's annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the four-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four- year period, whichever occurs later. 3. Client Data: The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 4. Disclosure: The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the Grantee's or Subrecipient's responsibilities with respect to services provided under this contract, is prohibited by the State and for Federal law unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Close-outs: The Subrecipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall Subrecipient Agreement Page 5 of 14 include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. Not withstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subrecipient has control over CDBG funds, including program income. 6. Audits & Inspections: All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning subrecipient audits and OMB Circular A-133. 7. Additional Documentation: Subrecipient agrees to provide a list of its Board of Directors and Corporate By -Laws, Exhibit "C", and any additional documents, as required in Exhibit "D," "E," and "F" attached and incorporated herein. C. Reporting and Payment Procedures 1. Program Income: The Subrecipient shall report quarterly all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this contract. The use of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Subrecipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balance on hand. All unexpended program income shall be returned to the Grantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the Grantee. 2. Indirect Costs: If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. 3. Payment Procedures: The Grantee will pay to the Subrecipient funds available under this Agreement based upon information submitted by the Subrecipient and consistent with the approved Budget and Grantee policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Subrecipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Subrecipient. 4. Progress Reports: The Subrecipient shall submit regular Progress Reports to the Grantee in the form, content, and frequency as required by the Grantee. D. Procurement: 1. Compliance: The Subrecipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non - expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this Agreement. Subrecipient Agreement Page 6 of 14 2. OMB Standards: Unless specified otherwise within this agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR 84.40-48. 3. Travel: The Subrecipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this Agreement. E. Use and Reversion of Assets: The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. The Subrecipient shall transfer to the Grantee any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination. 2. Real property under the Subrecipient's control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement [or such longer period of time as the Grantee deems appropriate]. If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the Grantee an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the Grantee deems appropriate]. 3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee [an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment]. VIII. RELOCATION. REAL PROPERTY ACQUISITION AND ONE -FOR -ONE HOUSING REPLACEMENT The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at 49 CFR Part 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing the Residential Anti -displacement and Relocation Assistance Plan under section 104(d) of the HCD Act; and (c) the requirements in 24 CFR 570.606(d) governing optional relocation policies. [The Grantee may preempt the optional policies.] The Subrecipient shall provide relocation assistance to displaced persons as defined by 24 CFR 570.606(b)(2) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG- assisted project. The Subrecipient also agrees to comply with applicable Grantee ordinances, resolutions and policies concerning the displacement of persons from their residences. IX. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance: The Subrecipient agrees to comply with local and state civil rights ordinances here and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. Subrecipient Agreement Page 7 of 14 2. Nondiscrimination: The Subrecipient agrees to comply with the non- discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279. The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable. 3. Land Covenants: This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this contract, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Grantee and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. 4. Section 504: The Subrecipient agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. The Grantee shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. B. Affirmative Action 1. Approved Plan: The Subrecipient agrees that it shall be committed to carry out pursuant to the Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1966. The Grantee shall provide Affirmative Action guidelines to the Subrecipient to assist in the formulation of such program. The Subrecipient shall submit a plan for an Affirmative Action Program for approval prior to the award of funds, consistent with the policy in Exhibit"E", attached hereto and incorporated herein. 2. Women- and Minoritv-Owned Businesses (W/MBE): The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 3. Access to Records: The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 4. Notifications: The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the Subrecipient's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. Subrecipient Agreement Page 8 of 14 5. Equal Employment Opportunity and Affirmative Action (EEO/AA) Statement: The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions: The Subrecipient will include the provisions of Paragraphs IX.A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors. C. Employment Restrictions 1. prohibited Activity: The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. 2. Labor Standards: The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Grantee for review upon request. The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the Grantee pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 3. "Section 3" Clause a. Compliance: Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance provided under this contract and binding upon the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors. Failure to fulfill these requirements shall subject the Grantee, the Subrecipient and any of the Subrecipient's subrecipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements. The Subrecipient further agrees to comply with these "Section 3" requirements and to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the Subrecipient Agreement Page 9 of 14 greatest extent feasible opportunities for training and employment be given to low- and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located." The Subrecipient further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to low- and very low-income persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. b. Notifications: The Subrecipient agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. c. Subcontracts: The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. D. Conduct 1. Assignability: The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee thereto; provided, however, that claims for money due or to become due to the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee. 2. Subcontracts: a. Approvals: The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the Grantee prior to the execution of such agreement. b. Monitoring: The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. Subrecipient Agreement Page 10 of 14 c. Content: The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. d. Selection Process: The Subrecipient shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Grantee along with documentation concerning the selection process. 3. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 24 CFR 84.42 and 570.611, which include (but are not limited to) the following: a. The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. b. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. c. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency. 5. Lobbvinq: The Subrecipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and Subrecipient Agreement Page 11 of 14 cooperative agreements) and that all 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. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. Subrecipient Agreement Page 12 of 14 XI. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XII. SECTION HEADINGS AND SUBHEADINGS The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. XIII. WAIVER The Grantee's failure to act with respect to a breach by the Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of the Grantee to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. XIV. INTERPRETATION OF THE AGREEMENT The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to the Grantee. The Subrecipient shall be responsible for complying with all local, state, and federal laws whether or not said laws are expressly stated or referred to herein. Should any provision herein be found or deemed to be invalid, the Agreement shall be construed as not containing such revision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are severable. XV. ATTORNEY'S FEES In the event any legal action or proceeding is commenced to interpret or enforce the terms of, or obligations arising out of, this Agreement, or to recover damages for the breach thereof, the party prevailing in any such action or proceeding shall be entitled to recover from the non - prevailing party all reasonable attorney's fees, costs, and expenses incurred by the prevailing party. XVI. ENTIRE AGREEMENT This agreement constitutes the entire agreement and the attachments referenced below between the Grantee and the Subrecipient for the use of funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the Grantee and the Subrecipient with respect to this Agreement. ATTACHMENTS Exhibit A -Scope of Services Exhibit B-Budget Exhibit C-Board of Directors and Corporate Bylaws Exhibit D-Technical Assistance Materials Exhibit E-Affirmative Action Policy Exhibit F-Insurance Subrecipient Agreement Page 13 of 14 IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above. City of National City Leslie Deese City Manager ATTEST Michael Dalla City Clerk Trauma Intervention Programs of San Diego County, Inc. Shay Gebler Executive Director Kelly Cain President Subrecipient Agreement Page 14 of 14 EXHIBIT A SCOPE OF SERVICES 1. The Trauma Intervention Program consists of the following activities: kiA . N] 5�.�n:,A..j�. "( y,A,� (; y1 {.rrill*. Al'S 3T Citizen volunteers will provide immediate support to approximately 200 individual emotionally traumatized citizens of National City after suffering a tragic event. Police, Fire, and medical personnel will request TIP volunteers whenever assistance is needed relieving them of the responsibility of caring for the emotionally traumatized individuals, allowing them to return to service more quickly.. The goal is to respond within 20 minutes to approximately 10-12 emergency scenes per quarter to provide resources, emotional and practical support to traumatized citizens. Hold a TIP training academy and train 10-15 individuals to respond to TIP calls. b�j i JaA��j'�k t✓d, fY4+`< kY 1 .. . M9-x S'iuWX I 3 ta'°rof`. i;'��'�"`S, 2. The followin lists the staff and time commitments to be allocated to activity listed above. tle . a <, 4. '. ,h Hb t jli cet i ,w'y.'' ' tka Elly Harris, Crisis Team Manager/National Trainer 28 hours/week 3. Billing Method: Monthly Quarterly Other X explain: Bill on an annual basis. 4. List the type of supporting documentation to be provided: Copies of employee timesheets 5. List the major/key activity milestones: Major Activity Milestones Month 1 2 3 4 5 6 7 8 9 10 11 12 Examples: Program Implementation x x x x x x x x x x x x Provide Program Services x x x x x x x x x x x x Agency Name: Activity Name: EXHIBIT B BUDGET Trauma Intervention Program Crisis Intervention Description CDBG BUDGET OTHER RESOURCES TOTAL BUDGET 1) Personnel (Direct labor) Crisis Team Manager 5,000.00 18,920.00 23,920.00 2) Fringe Benefits 3) Travel 4) Supplies and Materials Training/Supplies 1,500.00 2,000.00 3,500.00 Resources 500.00 3,500.00 4,000.00 5) Sub Total for Direct Costs 6) Indirect Costs (Overhead) Liability Insurance 1,000.00 5,000.00 6,000.00 TOTAL I $ 8,000 29, 420 37, 420 EXHIBIT C - BOARD OF DIRECTORS/ BY LAWS TIP TRAUMA INTERVENTION PROGRAMS OF SAN DIEGO COUNTY, INC. BOARD OF DIRECTORS 2011-12 Kelly Cain, President Lieutenant Carlsbad Police Department Ken Matsumoto, Vice -President Division Chief Oceanside Fire Department Debbie Fountain, Treasurer City of Carlsbad Director of Housing and Redevelopment Joe Young, Secretary Lieutenant Oceanside Police Department Joseph Adelizzi, Member Attorney at Law Curt Browning, Member Federal Police Officer Camp Pendleton Provost Marshal's Office David Bond, Member Lieutenant La Mesa Police Department TIP Trauma Intervention Programs of San Diego County, Inc. ADVISORY BOARD MEMBERS Retired Sergeant Torn Bussey Oceanside Police Department, Retired David Ott City of Solana Beach, Fire Chief Susan Lund, MFT Heritage Clinic Chief Alan Lanning SD County Police Chiefs and Sheriffs Association John Lundblad City of Oceanside, Management Analyst & CDBG Coordinator Dr. Glenn Wagner, Chief Medical Examiner San Diego County Medical Examiner's Office Chief Kevin Crawford Fire Chief, City of Carlsbad Chris Saunders Thomas Jefferson School of Law Holly Grubs -Richardson. Esq. Jack Feller Councilrnemher, City of Oceanside ARTTCLES OF INCORPORATION OI TP.AU1::A 11ITERON PC1;.ANc OF SAJ 1H!flu 1 Thc name of corpor COUNTY, 1A1(. li 1805103 ENDORSED FILED n sir ol fir ri Se. • •-•-ny 5141. ••• low JAN - FO t U. r.e.icLei AJt.1 A . This corporation is a nonprofit public benefit corpor drH oL;.)rrianzed for the private gain of any person. Tt is ut:ganiz onprotit Public Benefit Corporation Law for charitabl,2 .77: 01 traumatic events receive the emotional and practicol suppo:'; immediately folloing th traunatic occurr,ince rci!cpondcis and citizens r.rcpes cA vi• - trauma intervention. oqont Mr. V3yne Fortlo. VOTrauma Tntervention Programs of San Diego County, Frw. Carlsbad Safety Center 2560 Orion Way Carlsbad, CA 92008 1 A. This corporation is organized and oportcid oducational and charitable purposes i_thin the meaning Df of the Internal Revenue Code. substantial part of the activities of this corpoctin consist of carrying on propaganda or otherwise attempting to legislation, and the corporation shall not participate or intervcno nolitical campaign (including the publishing or distribution of 1,t,Ir.fl:'-141 -11 behalt of any candidate for public office. The property of this corporation is irrevocably dedicated to eHiicit i• charitable purposes and no part of the net incoo‘a corporation shall ever inure to the benefit of any directcy, o1i member thereof or to the benefit of any private person. firm, tn.. dissolution or winding up of the corporation, itstr payment, or provision for payment, of all its d'hts and lih;]1Hy corpotazisn shall be distritszeJ to a nonpro: corpora7ion which is organized and operated excLisiveLy for "iaritable purposes and which has established its ta.:•: exempt aition 501 (c)(3) of the Internal Revenue Code. iN WIIVESS THEREOF, for the purpose of forming the corporatten of tho State of California, the undersigned h. e.::,..c;Itod incorpor;ition. iyne 1.,ort]n BYLAWS OF TRAUMA INTERVENTION PROGRAMS OF SAN DIEGO COUNTY, INC'. A California Public Benefit Corporation ARTICLE 1: Name, Office ,Sc cIinn 1.01 Name of the Corporation The name of this Corporation shall be TRAUMA INTERVENTION PROGRAMS OF SAN DIEGO COUNTY, INC. (hereinafter referred to as the "Corporation"). Section 1.02 Principal Office The principal executive office for the transaction of the business of the Corporation is located in the State of t.'alitornia, County of San Diego. The Board of Directors (hereinafter referred to as the "BOD") may change the principal office from one location to another. Any change of this location shall be noted by the Secretary on these Bylaws opposite this section. or this section may be amended to state the new location. ,S'ection t-03 Other Uffces 'Me BOD or their designee may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business. ARTICLE 2: Purpose ,Section 2.01 Purpose The general purpose of this Corporation is to ensure that victims of traumatic events receive the emotional and practical support they need immediately following the traumatic occurrence. ,S'ection 2.02 - Nonpartisan Actii ities 1'his Corporation has been formed under the California Corporation Law for the purpose described herein at Article 2, Section 2.01, and it shall be nonprofit and nonpartisan. No substantial part of the activities off he Corporation shall consist of the publication or dissemination of materials with the purpose ofattempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on hehal fof any candidate for public office or for or against any cause or measure being submitted to the people for a vote. The Corporation shall not, except.in an insubstantial degree, engage in any activities or exercise any powers that arc not in furtherance of the purpose described above. Trauma Intervention Programs ARTICLE 3: Memhership and Meetings ,Section 3.01 Voting Memhers of the Corporation Voting members shall consist of the members of the BOD of the Corporation. Elective July I. 1 c)% and thereafter. no voting member shall be an active program volunteer. .S'ec•tinn 3.02 Honorary Members Any individual or organization that subscribes to the purposes and basic policies of the Corporation and whose admission will contribute to the Corporation's ability to carry out its charitable and rdueational purposes may become an honorary member of the Corporation. Section 3.03 - Application far Memhership to the Board of Directors Applications for membership to the BOD shall be submitted by the Executive Director or the ROI) of the ('orpnration on a written form prescribed and approved by the BOD. The Executive Director shall transmit such applications for consideration to the BOD who shall evaluate such applications in order to determine the applicant's eligibility for membership. Membership shall be conferred upon the applicant Iw a simple majority of the votes cast at a regular or special meeting of the BOD or by a simple vote though a written hallot emailed to the members at the direction of the BOD. Section 3,04 Application Or Honorary and Advisory Memhership I lonoraty and advisory membership shall be conferred upon the individual by a simple majority ol'the \ ores cast at a regular or special meeting of the BOD or by email vote. Section 3.05 Rights. of Directors Each member of the Corporation shall be entitled to one vote on each matter submitted to a vote at the meeting of the BOD, except to the extent that the voting rights are limited or denied by the Articles oI' Incorporation. No member shall be entitled to any dividend or any part of the income of thc Corporation or to share in the distribution of the corporate assets upon the dissolution of the Corporation. ,Section 3,06 Rights of Honorary and Advisory Members I lonorary and advisory members shall have all the rights and privileges of this Corporation except that they shall not vote or hold office. No honorary member shall be entitled to any dividend or any part of the income ol'the Corporation or to share in the distribution of the corporate assets upon the dissolution oldie Corporation. Tru n to Intervention Programs airs Section 3.1)7 Resignation of Directors, Honorary, & Advisory Members Any BOD member or honorary member or advisory member may resign from the Corporation by delivcrin_ a written resignation to the President, Secretary, or Executive Director of the Corporation. Section 3.0 - Termination of Honorary Membership Any honorary and advisory member may be removed with or without cause at any time by the affirmative vote ofa majority of the members of the Corporation present at a meeting oldie BOD. This sect inn may he amended or repealed only by a vote of a majority of all members of the Corporation at a meeting of the Secihn 3.09 Annual Meeting of'the Board of Directors There shall be an annual meeting each year of the BOD of this Corporation, to be held in the County of'San Diego, State of California. The annual meeting will serve as an annual BOD evaluation to determine the action and direction of the Corporation toward meeting it's mission and goals. Lion 3. I0 Regular Meetings fhe BOD members shall meet at a time and place determined by the BOD. with a minimum of three (3) meetings held per year. ,Section 3.11 C'uncelicrtion of Meetings The executive Director. with concurrence of a majority of the members of the BOD. may cancel meetms. or change the date, time or place of meetings under special circumstances. ,"ration 3 I ' : t cl/uurnment A majority of the members present, whether or not continuing a quorum, may adjourn any meclmt of the 130D to another time or place. Section 3.13 Volunteer Liaison to the Board of'Directors Each geographical volunteer team will have the opportunity to appoint a volunteer liaison to act as a non- voting member of the board and report back to the other TIP volunteers as to the current BOD activities. ARTICLE 4 — Board of Directors Section a. 111 rowers (a) The activities, affairs and property of the Corporation shall be managed. directed and controlled. and its Trauma Intervention Programs rws powers executed hy. and vested in, the BOD or their duly appointed representative. (b) Select and remove the Executive Director of the Corporation; prescribe any powers and duties for hint/her that are consistent with the law, with the Articles of Incorporation, and with the Bylaws: and I ix the compensation. (c) Adopt, make and use a corporate seal; prescribes forms of membership certificates: and alter the firm of the seal and certificate. (d) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in the corporate name. promissory notes. bonds. debentures. deeds of trust, mortgages. pledges, hypothecation and other evidence of debt and securities. ,Seclinn 4.1)2 Number, Election, Term The. BOD shall consist of at least five (5) persons who are elected for two year terms. All terms shall expire in the month of.lune with one-half of the terms expiring in the even numbered years and one-hal l'the terms expiring in the odd numbered years. Elections of the members shall be held in June of each year with the term beginning in July. Section 4.03 Removal A BOD member may be removed with cause at any time by the affirmative vote of majority of the members of the Corporation present at a noticed meeting of the BOD, the notice of which shall have specilied the proposed removal. This section may be amended or repealed only by vote ofa majority of all members of the Corporation at a meeting of the BOD. A pattern of five (5) or more absences may result in their removal from the BOD. A member for personal reasons may request a leave of absence subject to approval of the BO1). Section 4.114 Vacancies Whenever the number of BOD members shall for any reason be less than the authorized number. the vacane\ may be tilled by a majority of the remaining members. though less than a quorum. or by sale remainin° member. Section .1.05 Ouorum The quorum for the transaction of business at any properly noticed meeting of the 130D shall consist of a minimum of three (3) members of which two (2) must be Officers of the BOD..Section 4.06 ,Special Meting (Ole Board o/'Directors Special meeting of the BOD may be called by the President or Vice President and must he called by either of them on the written request of any three (3) members or a petition signed by 20% of the members of the Trauma Intervention Programs Bylaws Corporation. Section 4.07 Notice of Meeting if all meetings of the BOD, except as herein otherwise theprovided, rol ib5dn shall or residencegiven vby slin the emaiNotice i before the meeting to cmailnnL; the same at least five (5) days members but such notice may be waived by anymember. Each such notice shall state the general business to he transacted, the day, time and place of such meeting and in the case of special meetings, trial by W't+se request +twas called. Regular meetings of the BOD may be held without hot ti ivotiCe atls such caltithenandn�place the ~hall he determined by the member. Any business may be transacted Section 4.08 Action by Board of Directors without a Meeting Any action required or permitted to be taken by the BOD may he taken without a meeting if all members shall individually or collectively consent in writing to the S actof ion, including mail action takene trash consent on have or consents shall be filed with the minutes of the proceeding same force and effect as a unanimous vote of the members. section 4.09 Compensation/Reimbursements "nce members and Officers of the Corpora iio shallred sberve s suih withoutch or salary. but uthhe 1-3OD may authorize :> reimbursements for reasonable expense duties. ,Section 4. ('anlrac(X with Board of Directors r ectly. ny act ing to No member or Officer of the Corporation shall contnterested, directly ract furnishing sesvinces dl iL unk=ssn(i 1 such+crnittractt shall the operations conducted by it, nor in any he authorized by the entire BOD majority and voting at a meeting at which the presence of such member is not necessary to constitute a quorum and the vote of such member is not necessary for such authorization: and (ii) the facts and nature of such interest shall have been fully disclosed or shown to the members of the BOD present at the meeting at which such contract is so authorized. Section -I. i I - Board Member Responsibilities "FN.: responsibilities of the Board of Directors will include: (a) Serve as a "Roving Ambassador" for the Corporation, to promote the Corporation wherever opportunit\ arises. (h) Be willing to allow the Corporation to identify him or her as a Board 01C'Iniher Oti C'Olporilit' /t't!e Ii.ad. web .site and event programs. I'raiunu Intervention Programs tt (c) Provide moral support to the staff of the Corporation, in addition to leads. contacts or introductions That will he helpful in fundraising, volunteer recruitment, andlor program expansion. (d) Attend the annual Advisory Board meeting, annual fundraising events, volunteer continuing education meetings, and the other activities of the Corporation as designated by the BOD. (el Participate as an active committee member in support of the annual Faeroes on Scene timdr�ti,in, e ent and attend the event. (f) Recruit other appropriate Board members. (g) Provide annual contributions to the Corporation through fundraising efforts or other means, ()) Support the Executive Director in securing grants, fundraising, and individual and corporate contributions. (i) Attend monthly BOD meetings and one special annual BOD meeting. Section .1.12 Conflict of Interest . .\nv mcnther ot'thc board who has a financial. personal. or official interest in. or condi.. t ;... appearance oI a writ -het) with any matter pending before the Board, of Such tature pre\ kilt:. or may prevent that member from acting on the matter in an lrttpat'lil l rnainie '. + 11 41116 to the Board to voluntarily excuse himiherself and will vacate his seal and rtfistir. discussion artrl voting on said item. ARTICLE 5: Advisory Board Section ?. i0I Advisory Board I'he 13O1.7 and the Executive Director shall work together to recruit an Advisory Board. 'file purpose ol'this hoard will be to advise and support the BOD and Executive Director on issues which affect the Corporation. The Advisory Board will consist of members of the community who will enhance the mission and goals of the Corporation. The Advisory Board will not be required to meet more than once annually. There shall he no fixed term for members of the board. There shall be no minimum or maximum number ofinembcrs. The Advisory Board members may serve on committees of the BOD, and be involved in many aspects of the Corporation, including event planning, legal issues, volunteer recruitment, publicity and fundraising. ,Serliour 5.1)2 ;advisory Board Member Responsibilities The responsibilities of the Advisory Board will include to: (a) Serve as a "Roving Ambassador" for the Corporation, to promote the Corporation wherever opportunity arises. Trauma Intervention Programs .nr.c (b) Be willing to allow the Corporation to identify him or her as an Advisory Board member on corporate letterhead. web site and event programs. (c) I'rovide the staff of the Corporation with leads. contacts or introductions that will be helpful in fundraising and/or program expansion. (d) Attend annual Advisory Board meetings. (e) Support the annual Heroes on Scene event. (f) Assist in recruiting other appropriate Advisory Board members. ARTICLE 6: Officers Section 6.i11 Titles and Ouaiffca/ions The Officers of the BOD shall consist of a President, Vice President. Secretary, Treasurer and such other Officers as the BOD may from time to time designate. lion 6.02 Duties of OJfleers (a) President 'fhc President of the BOD shall preside at all meetings ofthe BOD of the Corporation and shall have such other powers and duties not consistent with the Bylaws as may he assigned from time to time by the BOD. (h) Vice President "I he Vice President of the BOD shall possess the powers and duties of the President of the t30I) in such case as he or she is absent or disabled. (c) Secretary The Secretary shall have the general powers and duties usually vested in the office of Secretary ofa Corporation and shall have such powers and duties not consistent with these Bylaws as min.- he assigned him or her from time to time by the BOD or the President including the powers and duties to he (i) be custodian of all records, documents and the seal of the Corporation which are to he kepi in the principal executive office of the Corporation; (ii) affix the Corporate Seal to any instrument requiring it and to attest the same by his or her signature when authorized by the I.OI) or when such instrument shall first have been signed by the President or the Vice President or other duly authorized officer or agent; (iii) keep the minutes of the BUD meetings and other committee meetings, as applicable, of the Corporation to be recorded in one or more books provided fur that purpose, with the time and place of the holding of such meetings, how they were called and rma Intervention Programs Bylaws t and the eedings ted autlx>rized, the notice given thereof, thees of hgiven in aose l cordancepw�ith the pet"'sums+oli tl�'r'"I in the record: (iv) Provided that proper notices Bylaws. (d) Treasurer poration The Treasurer shall be responsible for all funds and securities of in the office of Treasurercof arCbrporand shaCorporation },futll have ave thegeneral powers and duties usually vested such powers and duties not consistent with these Bylaws as may be assigned to him or her from give time to time by the BOD or the President, including powers deposit duties ll r ponies rece>4ied in`the+ve namc`o1•the receipt monies due and payable to the Corporation;('orporation in such banks, trust ctorslpaii) have chanies or rge of the timediisbtinsemciltnthcl+ntime r�niesmay i'I• fhe designated by the Board of Drre ( President: ('urPoration in accordance withto � rketions oft by the l"esOurerolreuderhisc,i! herenter dirroctinnili rtbe th �t entered regularly in the books t P purpose a complete and correct account of all monies received and disbursed by the Corporation: (\ render a statement of the financial accountse books of a Corporation thehe Board of Corporation and all such times as may be requested; (vi) exhibit vouchers, papers on and documents of the Corporation in his or her custody to any member or designee of the Board of Directors upon request; (vii) submit a full financial report to the members of the Corporation at the annual membership meeting. Seevirin 6.03 - Election ol'O1ficers l he r e Officers shall be elected by the BOD, at any time, ar udeach til his ortherrsulall ecesso shalil`be cic.ctc;dC�.tuJlc}ir+li+tieGl, is removed or is otherwise disqualified to set whichever occurs first. Section 6.04 Term of Office All Officers shall be elected in June of each year and serve a term of one year or until their successors are elected and qualified. ,Section 6. 05 Resignation Any Officer may resign from the office at any time by delivering a written resignation to the President_ the Vice President or the Secretary. The acceptance of any such resignation, unless required the tern` thereof, shall not be necessary to make the same effective. ,Scclion 6.06- Removal Any Officer may be removed at any time, with cause, by majority vole of !lie entirely Ale llwt.mb(y;S'al01 duly held meeting of the BOD. Proper notice specifying the proposed removal shall be given prior to am mut intervention Programs Bylaws Cl meeting of the BOD at which such removal shall be considered. Section h. (17 Vaccrrrcie.s. Any vacancy in an office may be filled for the unexpired portion of the term by majority vote of the BOD. Section 6. Q' Records • l'hcre shall be maintained at the principal executive office of the Corporation all financial hooks and records of account. all minutes of the BOD meetings and other committee meetings of the Corporation. and list of members. and copies of all other material, corporate records. hooks. documents and contracts- All such hooks, records, minutes, lists, documents and contracts shall be made availahle for inspectn at an\ n reasonable time during the usual business hours by any members of the Corporation. or duly authorized representative thereof, for any lawful and proper purpose. Upon leaving office each Officer. or duly authorized representative thereof, of the Corporation shall turn over to his or her successor or to the President in good order, such corporate monies, books, records, minutes, lists. documents. contracts or other properly of the Corporation as have been in the custody of such officer of and during his or her term in office. ,Section 6.09 Committees the BOD from time to time may establish other committees or auxiliaries whose membership will consist of voting members and/or honorary or advisory members of the Corporation as designated by the liOl) which shall have such duties and the members of which shall hold office for such periods as the Bt )l) from time to time determine. The rules of procedures of such committee shall he determined from time to time by the BOD, and by respective committee members. All committees and committee members serve at the pleasure of the 1.3OD. Section 610 -- Executive Committee The Executive Committee shall consist of the Officers of the BOD and may elect to hold special meetings outside of the regular scheduled meetings in order to provide a decision for the Corporation in times of urgency. Officers will then inform the BOD of the meeting purpose and outcome at the next regular meeting of the BOD. ARTICLE, 7: Records and Reports .S'ec lino ,111 Maintenance and Inspection of Articles and Bylaws 'File Corporation shall keep at its principal executive office the original or a copy of the Articles and Bylaws os amended to date. which shall be open to inspection. ,Section 7.(11 Maintenance and Inspection of Other Corporate Records 7rmimo Intervention Programs 'ulaws r'7( irh/oruia ( %»-purotinns ('ode Se, Inn; ' l /-t tsrp, n.+ provided in subdivision (c). (d). or (1), the board shall coral, an annual report to be sent to the member um hoer On in I _'trOursWier the dose ofthe ,-nr/rnr(Ninn'sfiscal year. 1 Inless otherwise provided by ihe articles or bylaws and if approved In• the hoard o ,tarrfrcrnu(nor,cins•enun•+ndSentpursuanttothissectionmaybesentbvelecironictransmissionbythecorporali(nr/.Srcliun_'N, ltuo,e/n,r•rs/ndlr,„rr,r,rr ur Willi!, ilk. /following: 11 /Iu r AVIS MO liabilities. including the trust funds. of the Corporation as oldie end of /he fiscal year. 121 1 hr prhrcyral changes in assets and liabilities. including trust funds, during the fiscal year ( it 'l he revenue or receipts orate (-wy)oralinrt. bode unrestricted and restricted in porlJadar purpnms. iir• the fiscal ,ear. NI !hr rrperlcrs ur disbursenrerlts• of the Corporation. far both general and resiricl('d purposes during the fiscal s'cur. tit . I nr iulur•nr, ru,rrr required h y .Section 6322. rhr !In' rep„rf r eguired !n srthdivision tat shalt be accompanied by any report thereon independent aceotnu,uns nr. 1/ there ,rn ,nth wow(. 1h( • c'.r(i/ic1ll of uu not/rnri_ed (Nicer (tithe corporation that such statements were prepared without aud0 /rnn7 the honks rend recur r/s n/ 11r,• (rl .'.nInI s•ision Dal dues nal apply h> any Corporation which receives- less than twenty -fire thousand dollars t S2.i,fA(U ire 'ens+ r errnu, , nr r,•„ y» during lhe.liscul.tr'rn•. hU !!'here a ('nrparulir»r /1(es provided. pursuant to .S'ection 53 10, for regular meetings al- members- less (Oren Oran (nurnolltr. rh,'n chi n7nrr regrnrr,I in- subrlirisiun (rn need he Made to members only with the frequent With which reatrlar membership meetings Ore 'reprieve!, unless the self des w hvlrrn re(lure,' 0 rellnr't enure n/ten. lr1 .Cuhdivisinn.•- tr) and (d! nnlwilhstanding. a report with the information required hit ,rnhd/( isinu !u1 shall he 'tarnished anuun/!r r„ 11 . U! direr ,ors n/ the ('ur/'o, meat; and (21 Int• member who regnests it in writing. (!1 1 1 nrpornnnr, udurlr in Wv ih,t<g solicits rnnn•iburionsfr•onl 500 Or more perWnnX need am send the repnrr nthco' 11Si' rc quirt(! lit' rhdn'rsn»r qN r! rl dues all Ili i/, lall,nrins,: •rl In, lades with,U1f' written material used la.c'nlicft contr•ihUnonS a written .5latemenl that as latest annual r'epnr'1 will he moan( no el !.opt •.r,un1 d,,n . 11 roues] near he sent lu the ('11 pnration al a naule and address which is se, forth in the .statement. rile n•rm "annual repnrr"a.s used in this subdivision refers 10 the report required by suhdivisinn fat. rift 14-nmprlr mails a coley n/i(s latest annual report to any person who requests a cola' thereof.' and tilt, (urizrs its arnnru! repot( la he published not later lhan 120 days tiller du' close ol'ils;fiscal year in n nerd urger r(l genrrnl air. uhnn,u r,r d,r rr,nrnr iu wlrir/r its principal executive 'Wire is !nettled. MAR/14/2012/WED 39:50 AM NO COASTAL SRV CNTR PAX No. 17607213351 P. 004 3. BYLAWS OF TRAUMA INVRVENTION PROGRAMS Or SAN DIEGO COUNTY, INC. A. California Public Benefit Obrporation ARTICLE 1: Name, Office Section 1.01 — Name ofthe Corporation • 1 • The name of thia Corp:oration shall be TRAUMA iNTEA.VENTION JROGRAMS OF SAN DIEGO COUNTY, INC. (heribaafterire!ferred to as the "CorporattOn"). Section 1.02 — Principal Qffice The principal executhr4officeSor the transaction of the busies ofthe Corporation is located in thiu State of Califomi,s, County of an D. The Board of Directora (hereinalter referred to as the "Esdp") may Clow the principal of from one • location to another. A4y change; of this location shall be r+ted by tore Secretary on these Bylaws opposite this section, or this section my be amended to state the ne,s7, location. Section- I, 03 — Other Offices • The BOD or their desinee may at any time establish brat+ or subordinate offices at airy place or places where the Corporations qualified to do hu.siness. ARTICLP 2: Purpose Section 2.01 —Purpose , . . The general purpose ofthis Corporation is.to ensure that vi of traumatic events receive the emotional and practical support thfr need immediately following the =ratio occurrence. Section 2.02 —Nonpartisan Act0i#ies, This Corporation has ben forded under the California Corikiratice Law for the purpose described bereinat Article 2, Section 2.01, rind itsliPti be non.viufit and no/wadi:San. No substantial part of the activities of tbe Corp OratiOn abaft consist of the pUblicalion or clisserainatioricofmatprida with the purpose of attempting, to influence legi,slation, 41 the Cotporation shall. not participate or intervene in any political campaign on behalf of any candidate for public Office or for or against anyleause or measure being submitted to the people for a vote.' The Corporation glint' ncit, except hi. an insubstantial degree4ngage iia anyactivities or exercise any powers that are not in furtherance of the purpose described above. 454' 4 3 MAR/14/2012/ii'ED 09:50 AM NO COASTAL SRV CNTR FAX No. 17607210351 F. 005 Trauma Intervention Programs Bylaws ARTICLE 3: Membership and Meetings Section 3.0J — Voting Members of the Corporation 2 Voting znaexubers shall consist of the rrtembers of the BOD of the Corporation. Effective July 1, 1996 and thereafter, no voting member shall be an active program volunteer. Section 3.02 — Honorary Members Any individual or organization that subscribes to the purposes and basic policies of the Corporation and whose admission will contribute to the Corporation's ability to carry out its charitable and educational purposes may become an honorary member of the Corporation. Section 3.03 —Application for Membership to the Board of Directors Applications for membership to the BOD shall be submitted by the Executive Director or the SOD of the Corporation on a written form prescribed and approved by the BOD. The Executive Director shall transmit such applications for consideration to the BOD who shall evaluate such applications in order to determine the applicant's eligibility for membership. Membership shall be conferred upon the applicant by a simple majority of the votes cast at a regular or special meeting of the BOD or by a simple vote though a written ballot entailed to the members at the direction of the BOD. Section 3.04 —Application, for Honorary and Advisory Membership Honorary and advisory membership shall be conferred upon the individual by a simple majority of the votes cast at a regular or special meeting of the BOD or by ennaiJ. vote. Section 3.05 — Rights of Directors Each member of the Corporation shall be entitled to one vote on each matter submitted to a vote at the meeting of the BOD, except to the extent that the voting rights are limited or denied by the Articles of Incorporation. No member shall be entitled to any dividend or any part of the income of the Corporation or to share in the distribution of the corporate assets upon the dissolution of the Corporation. Section 3.06 — Rights of Honorary and Advisory Members Honorary and advisory members shall have all the rights and privileges of this Corporation except that they shall not vote or hold office. No honorary member shall be entitled to any dividend or any part of the income of the Corporation or to share in the -distribution of the corporate assets upon the dissolution of the Corporation. MAR/14/2012MB 09:501 AM NO COASTAL SRV CNTR FAX No. 17607210351 F. 006 Trauma Intervention Programs Bylaws 3. Section 3.07 — Resignation of Directors, Honorary, & Advisory Members Any BOD member or honorary member or advisory member may resign from the Corporation by delivering a written resignation to the President, Secretary, or Executive Director of the Corporation. Section 3.08 — Termination of Honorary. Membership Any honorary and advisory member may be removed with or without cause at any time by the affirmative vote of a majority of the members of the Corporation present at a meeting of the BOD. This section may be amended or repealed only by a vote of a majority of all members of the Corporation at a meeting of the BOD_ Section 3.09 — Annual Meeting of the Board of Directors There shall be an annual meeting each year of the BOD of this Corporation, to be held in the County of San Diego, State of California. The annual meeting will serve as an annual BOD evaluation to determine the action and direction of the Corporation toward meeting it's mission and goals. Section 3.10 — .Regular Meetings The BOD members shall meet at a time and place determined by the BOD, with a minimum of three (3) meetings held per year. Section 3.11 — Cancellation of Meetings The Executive Director, with concurrence of a majority of the members of the BOD, may cancel meetings, or change the date, time or place of meetings under special circumstances_ Section 3.12 — Adjournment A majority of the members present, whether or not continuing a quorum, may adjourn any meeting of the BOD to another time or place. Section 3.13 — Volunteer Liaison to the Board of Directors Each geographical volunteer team will have the opportunity to appoint a volunteer liaison to act as a non- voting member of the board and report back to the other TIP volunteers as to the current BOD activities. ARTICLE 4 — Board of Directors Section 4.01— Powers (a) The activities, affairs and property of the Corporation shall be managed, directed and controlled, and its MAR/14/2012/W'ED 09:51 AM NO COASTAL SRV Cf ffR FAX No, 17607210351 F, 007 Trauma Intervention Programs Bylaws 4 powers executed by, and vested in, the 13OD or their duly appointed representative, (b) Select and remove the Executive Director of the Corporation; prescribe any powers and duties for hitn/her that are consistent with the law, with the Articles of Incorporation, and with the Bylaws; and fix the compensation. (c) Adopt, make and use a corporate seal; prescribes forms of membership certificates; and alter the form, of the seal and certificate. (d) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation and other evidence of debt and securities. Section 4.02 - Number, Election, Term The BOD shall consist of at least five (5) persons who are elected for two year terms. All terms shall expire in the month of June with one-half of the terms expiring in the even numbered years and one-half the terms expiring in the odd numbered years. Elections of the members shall be held in June of each year with the term beginning in July. Section 4.03 - Removal A BOD member may be removed with cause at any time by the affirmative vote of majority of the members of the Corporation present at a noticed meeting of the BOD, the notice of which shall have specified the proposed removal. This section may be amended or repealed only by vote of a majority of all members of the Corporation at a meeting of the l3OD. A pattern of five (5) or more absences may result in their removal from the BOD. A member for personal reasons may request a leave of absence subject to approval of the BOD. Section 4.04 - Vacancies Whenever the number of BOD members shall for any reason be less than the authorized number, the vacancy may be filled by a majority of the reixraining members, though less than a quorum, or by sole remaining member. Section 4.05 - Quorum The quorum for the transaction of business at any properly noticed meeting of the BOD shall consist of a minimum of three (3) members of which two (2) must be Officers of the BOD.Seetion 4,06 -- Special Meeting of the Board of Directors MAR/14/2012/WED 09:51 AM NO COASTAL SRV CNTR FAX No. 17607210351 P. 008 Trauma Intervention Progratip Bylaws 5 Corporation. - Section 4.07 — Notice of Meeting 4., Notice of all meeting of the BOD, except as herein otherwise provided, shall be given by mailing or einailing the same at lelst five ($) days before the meeting o the usual business or residence address of the members but such noire may be waived by any member. > ach such notice shall state the general business to be -transacted, the day, tine —and place of suoh meeting aid in the case of special meetings, and by whose request it was called, Regular Meetings of the BOD may held witinoutnotice at such time and place as ch jll be determined byifhe member. Any bn ness may be yansacted at any regularly ca]kd meeting of the BOD. ; Section 4. 08—Action by Boari/ofDiregtors without aMeeting Any action required oripertaiged to be taken by the BOD tpay be taker; without a meeting iif all members shall individually or co',lIectivgl}i consent in writing to the;Teflon, including entail. The wn gtten consent or consents .shall be filed with ITV rginutes of the proceedings of the BOD„ and the action taken shall have the same force and effect as a uuattirrious vote of the members': Section 4.09 - Compensation 4eimbursernentr .. The members and Offcsexs of ire. Corporation shall serve as}such without salary, butthe BOlD may authorize reimbursements for reaaonab* expenses incurred by the *fibers or Officers in the perfoornance of thew duties. • Section' 4_ 10 — Contracts with Hoard Df'Pirectors No member or Officer reftbe•Corporation shall be intereste4 directly or indirectly, in any contract relating to the operations conducteYd by itx nor in any contract for forni ing services to it, 'unless (i) sin contract shall be authorized by the entire BOD maj ority and voting at a zveetmg at which. the presence of moil member is not necessary to constitUte a gotwnt and the vote of such *ember is not nPrassary for such_nothorization;- and (ii) the facts and nature ofsuoh interest shall have been' 'ully disclosed or shown to the: raernbers of the BOD present at the meriting at v hich such contract is so authorized. Section 4.11= Board Member -i2esponsibilities The responsibilities of the Board of Directors will include:;: (a) Serve as a "Roving 4mbassador" for the Corporation, toKpromote the Corporation wherever opportunity arises, (b) Be willing to allow 'the Corporation to identify him ar l3er as a Board member- on corporate letterhead, web site and event progfarns. `, • MAR/I4/2012/WED 09:51 AM NO COASTAL SRV CNTA FAX No. 17607210351 ?, 309 • Trauma Intervention Prograr4s Bylaws • 6 (c) Provide moral support tothe 'staff of the Corporation, in:addition to leads, contacts or introductions that will be helpful in fundraising; volunteer recruitment, and/or program expansion. • • (d) Attend the annual Advisory Board meeting, annual funiiraising events, volunteer continuing education meetings, and the otbez activities of the Corporation as de;5gnatedby the BOD. (e) Participate as an acEive colzui ittee rneruber in support df the annual Heroes on Scene:fundraising event and attend the event. (f) Recruit other.appropriate Board members.. (g) Provide annual con rlbutions to the Corporation -throu4i fundraising efforts or other means. (h) Support the Exedutive Pi for in securing grant; fundraising, and individual and corporate oonhibutions. (I) Attend monthly BOD rtieetings and one special annual OD meeting. Section 4.12 — Conflict ofInteJ?st Any member of the board who has a financial, personal, ok official inmost in, or contiict Dior appearance of a conflio) with any matter pending before tf a Board, of such nature that it prevents or may prevent that s einber from acting on the rdatter in an impartial manner, will offer to the Board to vyluntarily excuse him/herself and will vacate his seat and refrain from. discussion and voting on said jtern. ARTICLE 5: Advisory Boling i.. ,Section 5.01 — Advisory Boar The BOD and the Execi;*tive Dar$ctor shall work together *rear& an Advisory Board. The purpose oftbis board will be to advise artd sulipcit'the BOD and Executive4irector on.issues which affectthe Corporation. The Advisory Board widl conslstiof members of the commOity who will enhance the mi'ssiinn and goals of the Corporation. The Advisory Board will not be .required t; meet more than once annually- There shall be no fixed term for members of ilte:board. There shall be no 4inizuurn or maximum number ef r ennbers. The Advisory Board mcmbprs may serve on committees of the`; BOD, and be involved in many aspects of the Corporation, includingsvent planning, legal issues, volun r recruitment, publicity at d fir:ndraising. Section 5.02 —Advisory Board Men er:Respohsibilit ies t The responsibilities of the Advisory Board will include to:: (a) Serve as a "Roving AmbasSadot" for the Corporation, topromote the Corporation wherever opportunity arises. MAR/14/2012/WEEI 09:51 AM NO COASTAL SRV CNTR FAX No, 17607210351 F. 010 • Trauma Intervention Prograrns Bylaws • 7 (b) Be willing to allowthe Corporation to identify hint or 'Iser as an Advisory Board mendber on corporate. letterhead, web site and event *grams. (c) Provide the staff bf thelCorporadon with IeRds, coOacts or introductions that -wall be helpful in fundraising and/or program epausion. (e) Support the annualgeroei op Scene event. (f) Assist in recruiting :61w apppapriate Advisory Board tigerabers. (d) Attend annual Advisory Board meetings. ' •?, ARTICLE 6: Officers Section 6.01 —Tities and Qua#ficati4n. The Officers of the BO shall consist of a President, Vickpresident,. Setrtary, Treasurex and such other Officers as the BOD cday from time to time designate. Section 6.02 —Duties of Offic4rs (a) President The President optic BPI shall preside at all meethis of the BOD of the Corporatican and shall have such other pow+rs andldn;ties not consistent wilb.tb4Bylaws aS nay be a,..,3igned foam time to tiineby ! the BOD. (b) Vice President i : t, The Vice President cff:The BOD shall possess the pci*rs and duties of the President of the BOD in . such ease as beim' sheds ;absent or disabled. . ;.: (c) Secretary The Secretary shall hate the general powers and dries usually vested in the office orf Secretary of a Corporation and shalr:beve such powers and din* noteonsisteut with these Byliavvs es may be assigned him or!her fro,m4me to time bythe BOD the President including the powers and duties to be (i) be custOdian gall records, documents and-4ie seal of the Corporation whiolh are to be kept in. the principal execucve office of tbe Corporationf(ii) affix the Corporate Seal to any instrument requiring it and ie attest the same by his or her sign4tre when authorized by the BOD or when such instrument sha1,1 first ihave been signed by the PiesideM or the Vice Presicknit or other duly authorized officer or agent (iii) keep the minutes of the BOD meetings and oilier committee meetings, as apialicabre, of the Corporation to be *orded in one or more books provided fax that purpose, with the time and place of the holding I.Of suth meetings, how they Were called and ,•• MAR/14/2012/'WED 09:51 AM NO COASTAL SRV CNTR FAX No.17607210351 P. 011 Trauma Intervention Programs Bylaws 8 authorized, the ootice:given thereof, the names of4se present e d the proceedings thereof indicated in the record; (Iv) progided that proper notices are given in accordance with the provisions of these Bylaws. (d) Treasurer The Treasurer hhaU be responsible for all funds an4 ecurities of the Corporation and Shall have the general powersiand ditties usually vested in the of of Treasurer of a Corporation and slain have such powers and duties Mat consistent with these B ,,aws as may be assigniedto armor her from time to time by the EFOD or the President, including the *wets and duties to (i) care for, receive and give receipt monies flue aq payable to the Corporation; i) depositall monies received ita the name of the Corporations inrsuch .baz ts, trust companies or otaer depositories as from time to time may be designated by the Board of Directors; (iii) have urge of the disbursement of the monies of the Corporation in secozdanee with the directions of tit SOD or the President; (iv) enter or cause to be entered regularly in the books to be kept by the 7reasurer or under his or her direction for that purpose a complete aril correct account of all moth received and disbursed by tit Corporation; (v) mutter a statement ofthe financial accounts of th Corporatioa to the Board of Directors at suck times as"may bt requested; (vi) exhibit the books f account of the Corporations and 'all securities; vouchers, papers on i#nd: documents of the Corpoation in his or her custody to any member or designee of the$oard3ofDirectors upon request; (vrr,') submit a full •fnar icial reportto the members of the Corporat .:on at fiheranimal membership ranee g. t f. Section 6.03 —Election ofOfitbers ff. Officers shall be electeiI by the BOD, at any time, and each,4Offieer shall hold office until he or she resigns, is removed or is othery ise disqueflfied to serve, or until higur her successor shall be elected and qualified, whichever occurs first.+ i• Section 6.04 — Term of Office All Officers shall be elected in Dune of each year and sereg;a Lelia of one year or until their successors are t elected and qualified. Section 6.05 —Resignation Any Officer may resigxE from the:office at any time by cielisierM. g a written. resignation to tine President, the Vice President or the Secret ry.. The acceptance of any arch resignation, unless required by the rrtus thereof shall not be necessary to. make the same effective. l• Section 6.06, Removal Any Officer may be rertroved at any time, with cause, by,atority vote of the entirety of the members at a duly held meeting of the BOP, 'roper notice specifying tip proposed removal shall be given prior to any MAR/14/2012/WED 09:52 AM NO COASTAL SRV CNTR FAX Nc,17607210351 P.012 Trauma Intervention Programs Bylaws meeting of the BO17 at=which: such removal shall be considered. Section 607 -- Vacancies Any vacancy in an office may, b4 filled for the unexpired pinion of'the term by majority vote of the BOD. Section 6.08 — Records There shall be znaintai d at the $rincipal executive office e'the Corporation all financial books and records of account, all minutes kif the. BOD meetings and other con ;mittee meetings of the Corporation, and list of members, and copies cif all other material, corporate reco fids, books„ documents and contracts. All such books, records, minutes, lists, documents and contracts shall be made available for inspection at any reasonable time during the usual business hours by any members of the Corporation, or duly authorized representative thereof, ;for any lawful and proper purposii. Upon leaving office each. Officer, or duly authorized reporeseintatiiire thereof, of the Corporation sherP than over to his or her successor or to the President in good order; such 4orporate monies, books, reco ;ds, minutes, lists, documents, (contracts or other property of the Corpor .tion as have been in the custody a .'such officer of and during his or her term. in office. 1. : . Section .6. 09 — Committees The BOA from time to time may .bstablish other colrmiittee$pr auxiliaries whose mecabersllnip will consist of voting members aud/o$honox ry''oradvisorymembersoftI Corporation as designatecl<by-the BOD 'which shall have such duties and the nre}nbexs of which shall hold place for such periods as the BIRD from time to time determine. The piles of iar6cedures of such commitiet,e shall be determined *on tinnie to time by the )3OD, andbyrespectivd oonva lttee members. All cornmitt gs and committee members serve at the pleasure of the BOD. • Section 6.10 — Executive Committee E} • s The Bxeeutive Commi.t'tee on9ist o€The Officers of* e BOD and may elect to hold special meetings outside of the regular 4chedulu3.raeetings in order to prof+ide a deciRion for the Corporation in 'times of urgency. Officers will theninforaz the BOD of the meeting purpose and outcome at the =exit regular meeting of the BOD, r ARTICLE 7: Records and REports ; Section Z 01—Maintenance a 41nspection of Articles and Bylaws. The Corporation shall beep at its principal executive office -the original or a copy of the Articles and Bylaws as amended to date, wliach shall he open to inspection. 1' Section 7.02 —Maintenance aid Inspecljon of Other Corporate Records MAR/14/2012/WED 09:52 AM NO COASTAL SRV CNTR FAX No. 17607210351 F, 013 PI Trauma 1nterverition.Programl ,Bylaws 10 The accounting books$ recof hs,and minutes of proceed:legs of the BOD and other committees of the Corporation shall be kept at such place or places desi ted by the BOD or, in the absence of such designation, at the prin ipal dxecutive office of the Corpo ; tion. The minutes shall be kept in written or typed form, and the accounting books and records shall be letept either in written ortyped form or in any other forth capable of being 4:oirverted into written, typed or printed form. Section7.03 - Inspection by Board of Directors Evergmember ofthe B D ahi,11)ave the absolute right at 4(1y renconable time to inspectall.books, records and documents of eve4y kind and the physical propertie4ofthe Oorporation and each of its subsidiary Corporations. This insf?ection,hy amember maybe made *person or by an agent or aftomney, and the right of inspection includes the right to copy and make extracts Of documents. - Section 7.04 -Annual Report The President ofthe CgCporation;orbustherdesignee will case tobe sent each year to the Board ofDirectors an annual report of the.Corpgra>`ion's activities. This xep4 rt will encompass all infozn tion required by California Corporation Cod.; 021 (*) as amended to dam, Section 7.05 -Annual Audit The Corporation shall; hire an independent Rvditot to p4tforra. am annual audit of: the finances of the • Corporation and provide a written report to the BOD. ARTTcLX 8: Deposits, Checks, LoOn Contracts Section 8.01 .Deposit of Fun* s. All funds of the Corporation ziot'otherwise employed shallibe deposited in such banks, twist companies or other reliable depositoEies as :the BOD from time to time nay de/amine. Section 8.02 -• Checks. Etc. i. All checks, drafts, endorsements ,Dotes and evidences of indebtedness of the Corporation shall be signed by such Officers or agentsaf the Corporation and in such manner as the BOD from time to tirxne may determine. Endorsements for depo*its to thecredit of to Corporation Oat& be made in such manlier as the SOD from time to time raay determine. s,: 1. Section 8.03-Loans No loans or advances &all be- contracted on behalf of the=Porporatiion, and no note or other evidence of indebtedness shall be *sued in its name, unless and exeept.as authorized by a vote of the;BOD: Any such, MAR/14/2012/WED 09:52 AM NO COASTAL SRV CNTR FAX No,17607210351 P. 014 Trauma Intervention Programs Bylaws authorization shall reIat to specific:transactions, and may i4clude authorization to pledge, and security for loans or advances so au4horized, any and all securities and usher personal property at anti time held by the Corporation. Section 7.04 — Contracts 11 The President, or any oilier Officer or agent specialty auth rized by the BOD, may in. the name o:iand on behalf of the Corporation, eiLtee' into those contracts or *cute and deliver those fz truments that are specifically authori7eA the BOD. Without the express aqd specific authorization of the BOD, no officer or other agent ofthe Corporation may enter into any contactor execution anal deliver any instrument in the name of and on behalf of the Corporation. ARTICLE 9: D edicafion of Meseta Section 9.'01 Dedication ofAssets The properties and assdts of this :morrprofit Corporation are irrevocably dedicated to t@.ls :fulfillment of the objectives and purposed, o€this: Corporation as set forth in Article 2, Section 2.01 heren f• Nopert ofthe et earnings, properties or assets of this Corporation, on ctissol Lion or otherwise, frame totthe fulfillment of sivsaid benefit of auy private parson of individual, or any member this Corporation ceptin objectives and purposes. On•1iquidatioxi or dissolution, al properties and assets andl obligations shalt be distributed pursuant to the not prpfit provisions of the Cali omia Cmpointion Code tert in effect. ARTICLE 10: Indemnificatibn of 11'(Cepabers and Officers is Section 10.01 —Indemncatio ors of sack on)xmade or tbreatenod to be made a party Away parson (and baits, executors�d administrators ,pem to any action, suit or proceedingby reason of the fact that a or she is or was a, meareberand seasonable e,er of the Corporation • shall be i idenan fled by the Corporation. ag inst any and all liability expenses, including attorneys' fees and disbursements irOrred by him or her (or by his ar her heirs, executors oradministrators)irrconnection,with the defense irsettlement ofsuch action, spitorproceedings, or in connection with airy appear4i ce therein, except in relatiton to matters as to which it shall be adjudged in such action, suit or proceeding that such member or Offic0. is liable for negligence or misconduct in the pet. formance of his or ter duties.: Such right of indero ifiicaiioin shall not be deemed exclusive of any other rights to which such Director orioicer (or such, heirs, extieutors.or administrators) may be entitled apart front this Article. t Section 10.02 -, Insurance ar Qther Indemnification iiatthe Corporation's a eitse, insurance on the The BOD chalk have the power to (i) purchase and maintaaxit;. rP � behalf of the Corporatism and on be1ia1f of others to the eit`tent that power to do so have been or may be granted by statute, andpi) give other indemnification ion to the extent permitted by law. MAR/i4/2012/WED 09:52 AM NO COASTAL SRV CNTR FAX Nc, 17607210351 F, 015 Trauma Intervention Programs Bylaws 12 objectives and purposes ofthis Corporation as set forth in Article 2, Section 2.01 hereof. No part of the net earnings, properties or assets of this Corporation, on dissolution or otherwise, shall inure to the exclusive benefit of any private person or individual, or any member of this Corporation except in fulfillment of said objectives and purposes. On liquidation or dissolution, all properties and assets and obligations shall be distributed pursuant to the nonprofit provisions of the California Corporation Code then in effect. ARTICLE 10:.Indemnification of 1Vlewbers and Officers Section 10.01— Indemnification Any person (and heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was a member or Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorneys' fees and disbursements incurred by him or her (or by his or her heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceedings, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such member or Officer is liable for negligence or misconduct in the performance of his or her duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or officer (or such heirs. executors or administrators) may be entitled apart from this Article. Section 10.02 — Insurance or Other Indemnification The BOD shall have the power to (i) purchase and maintain, at the Corporation's expense, insurance on the behalf of the Corporation and on behalf of others to the extent that power to do so have been or may be granted by statute, and (ii) give other indemnification to the extent permitted by law. ARTICLE 11: Amendment of Bylaws Section 11.01 — Amendment of Bylaws Except as otherwise provided herein, and subject to the power of the BOD to amend or repeal the Bylaws, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by an affirmative vote of a majority of the member of the BOD present at any regular or special meeting, a quorum being assembled, provided that written notice of such meeting, setting forth in detail the proposed Bylaw revisions with explanations therefore, be given not less than five (5) days prior to such. meeting. ARTICLE 12: Miscellaneous Section 12.01 — Fiscal Year The fiscal year of the Corporation shall begin on July 1 of each year and shall end on June 30. Section 12.02 — Construction I{AR/14/2012/\ED 09:52 } NO COASTAL SRV CNTR FAX No. 17607210351 P. 016 Trauma Intervention Programs Bylaws 13 Whenever the context so requires, the masculine skull include the feminine and neuter, and the singular shall include the plural, and conversely. if any of the portion of these Bylaws shall be invalid or inoperative, then so far as is reasonable and possible: (a) The remainder of these Bylaws shall be considered valid and operative, and (b) Effect shall be given to the intent manifested by the portion held invalid or inoperative. Section 12.03 - Program Modift.cations Any and all program modifications shall require the approval, by means of an affirmative vote, of two-thirds (2/3) of the members present at any regular or special meeting of the BOD, a quorum being assembled. These Bylaws of the Corporation are hereby adopted with amendments made to date, on this date. Chris Saunders, President waaraez /'(:)„e1A)66.-, Date 5k110l. Date MAR/14/2012/\ED 09:53 AM NO COASTAL SRV CNT1 FAX No, 176 721101 351 P. 017 Trauma Intervention Programs Bylaws 14 ('')CalljarntuCorporations Code Section 6321 6321. (n) Except as provided in subdivision (c), (d), or 0, the board shell cause an annual report to be sent to the members not later than 120 days oiler (he close of the corporation's fiscal year. Unless otherwise provided by the articles or bylaws and ifapproved by the board ofdirectors, that report and any accompanying material sent pursuant to this section may be sent by electronic transmission by the corporation (Section 20). That report shell contain in appropriate detail the following: - (1) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year. (2) The principal changes in assets and liabilities, including trust funds, during the fists! year. (3) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes. for the furs( year. (4) The expenses or disbursements of the GOrporotlen, for both general and restricted purposes. during the fiscal year. (5) Any information required by Section 6322. (b) The report required by subdivision (a) shall be accompanied by any report thereon 0/Independent accountants, or, Vthere is no such report the certificate of an authorised Officer of the corporation that such statements were prepared without audit from the books and records Ville C otporatian. (c) S'rrhdivisien (a) does not apply to any Corporation which receives less than twenty -Jive thousand dollars (S25.000) in gross revenues nr receipts during the fiscal year. (d) Where a Corporation has provided, pursuant to Section 5510, for regular meetings of members less often than annually then the report required by subdivision (a) need be made to members only with the frequency with which regular membership meetings are required unless the articles or bylaws require o report more Often. (e1 Subdivisions (c) and (d) notwithstanditrs, a report with the information required by subdivision (a) shalt be furnished annually to: (1) All directors of the Corporation; and (2) Any membtr who requests it in writing. (1) A Corporation which in writing solicits contributions from S00 er more persons need not send the report otherwise required by subdivision (a) if it does all of the following: (1) lndudex with any written material used to solicit contributions a written statement that as latest annual report will be mailed upon request and that such request may he sent to the Corporation at a n4me and address which is set forth in the atalement. The terra "annual report" as used to this 3316dN1r on refers to the report required by subdivision (a), (A) promptly mails a copy of its latest annual report to any person who requests a copy thereof and (iit) Causes Us annual report to be published not later than 120 days after the close of its fiscal year in a newspaper ofgeneral circulation in the county in which its principal execrative office is located, 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: htto://www.hud.gov/offices/cod/communitvdeveloi ment/programs/entitlement EXHIBIT E AFFIRMATIVE ACTION POLICY 1. Provision of Program Services a. Subrecipient shall not, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. b. Subrecipient shall not under any program or activity funded in whole or in part with CDBG funds, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap: 1) Deny any facilities, services, financial aid or other benefits provided under the program or activity; or 2) Provide any facilities, services, financial aid, or other benefits which are different or are provided in a different form from that provided to others under the program or activity; or 3) Subject to segregated or separate treatment in any facility in, or in any matter of process related to receipt of any service or benefit under the program or activity; or 4) Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid, or other benefits under the program or activity; or 5) Treat an individual differently from others in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet in order to be provided any facilities, services, or other benefits provided under the program or activity; or 6) Deny any opportunity to participate in a program or activity as an employee. c. Subrecipient may not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of race, religion, color, national origin, sex, sexual preference, or handicap, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, religion, color, national origin, sex, sexual preference or handicap. d. Subrecipient, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying them the benefits of, or subjecting them to discrimination on the grounds of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto: e. In administering a program or activity funded in whole or in part with CDBG funds regarding which the Subrecipient has previously discriminated against persons on the grounds of race, religion, color, national origin, sex, sexual preference or handicap, the Subrecipient must take affirmative action to overcome the effects of prior discrimination. f. Even in the absence of such prior discrimination, a Subrecipient in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin, or sex. Where previous discriminatory practice or usage tends, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, to exclude individuals from participation in, to deny them the benefits of, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Subrecipient has an obligation to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. g. A Subrecipient shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in services or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. h. Notwithstanding anything to the contrary in Sections 3. 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. EXHIBIT F Insurance TRAUM02 OP ID: SW ACC:PREY' CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDA'YYY) 10N 5l13 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 thls certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER B5JB-481-8692 G. S. Levine Insurance G. Services, Inc. 858-481-7953 10505 Sorrento Valley Rd. #200 San Diego, CA 92121 Select Accounts I.UN I Al. l FAX (AN/C No, El): (AC, No): ADDRESS. INSURER(S) AFFORDING COVERAGE NAIC S INSURER A: Philadelphia Insurance Co INSURED Trauma Intervention Programs of San Diego County, Inc. 2560 Orlon Way Carlsbad, CA 92008 INSURERS: INSURER C: INSURERD: INSURER E : INSURER F • • • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ITR TYPE OF CB ADDUBR INCR WVT1 POLICY NUMBER POLICY EFF 2011:1 IYWYI POLICYEXP f110DIWYYI LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY X PHPK946151 12/15/12 12/15/13 EACH OCCURRENCE $ 2,000,00C DAMAGETO RENTED PREMISES occurrence] 10O 00a $ , CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,009 PERSONAL & ADV INJURY $ 2,000,00C GENERAL AGGREGATE $ 4,000,00C GEN'L AGGREGI�ATE LIMIT APPLIES PER. 7 POLICY I Ia ri LOC PRODUCTS - COMP/OP AGG $ 4,000,00C $ AUTOMOBILE LIABILITY _ SCHEDULED AUTOS NON -OWNED AUTOS COMUINLU SINGLE LIMI I (Ea accident) BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPER Y DAMAGE {Per accident) $ $ UMBRELLALIAB EXCESSLIAB — OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RP ItNTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRCTORIPARTNERILXGCUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N!A WC STATU- OTH- TORY LIMITS ER El. EACH ACCIDENT $ E L DISEASE- EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTOR OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE:AII Operations of the Named Insured City of National City is Named as an Additional Insured per policy form. ) CITYNAT Cityof National CityTHE Housing & Grants Division 1234 National City Blvd. National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CC}}1 ACORD 25 (2010105) ® 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments— Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments— Bail Bonds $5,000 5 Supplementary Payment — Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement — Janitorial Services Client Coverage $10,000 limit 6 Additional Insured — Newly Acquired Time Period Amended 6 Additional Insured — Medical Directors and Administrators Included 7 Additional Insured — Managers and Supervisors (with Fellow Included 7 Employee Coverage) Additional Insured — Broadened Named Insured Included 7 Additional Insured — Funding Source Included 7 Additional Insured — Home Care Providers Included 7 Additional Insured — Managers, Landlords, or Lessors of Premises Included 7 Additional Insured — Lessor of Leased Equipment Included 7 Additional Insured — Grantor of Permits Included 8 Additional Insured — Vendor Included 8 Additional Insured — Franchisor _ T Included 9 Additional Insured —When Required by Contract Included 9 Additional Insured — Owners, Lessees, or Contractors Included 9 Additional Insured — State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 1D -- — Transfer of Rights of Recovery Against Others To Us --_ — Clarification 10 Liberalization Included 11 Bodily Injury— includes Mental Anguish Included 11 Personal and Advertising Injury — includes Abuse of Process, Included 11 Discrimination A. Extended Property Damage SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION 1— COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. b. SECTION III — LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5_ above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V— DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) a. $1,000,000, or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I — COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V — DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. C2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) G. Medical Payments — Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $20,000, or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I — COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I — COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work, J. Employee Indemnification Defense Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ® 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement —Janitorial Services Client Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client' for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional lnsureds SECTION 1I — WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators — Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors — Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury' to a co - "employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a. (1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source — Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers — At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: g• This insurance does not apply to: (1) Any "occurrence which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any 'occurrence" which takes place after the equipment lease expires. h. Grantors of Permits - Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors - Only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendors business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) 'Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you, (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendors premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company J. (9) PI-GLD-HS (10/11) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub -paragraphs (d) or (f); or (if) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. Franchisor — Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract — Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors — Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) m. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. C2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury — Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury — Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V — DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2 SECTION V — DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ® 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2011 Philadelphia Indemnity Insurance Company STATE COMPENSATION I N S.1 R A N G E FUND HOME OFFICE SAN FRANCISCO ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION 1429032-13 RENEWAL SD 3-57-43-60 PAGE 1 OF 1 EFFECTIVE AUGUST 1, 2013 AT 12.01 A.M. AND EXPIRING AUGUST 1, 2014 AT 12.01 A.M. TIP OF SAN DIEGO COUNTY, INC. 2560 ORION WAY CARLSBAD, CA 92010 ANYTHING IN THIS POLICY TO THE CONTRARY NOTWITHSTANDING, IT IS AGREED THAT THE STATE COMPENSATION INSURANCE FUND WAIVES ANY RIGHT OF SUBROGATION AGAINST, CITY OF NATIONAL CITY WHICH MIGHT ARISE BY REASON OF ANY PAYMENT UNDER THIS POLICY IN CONNECTION WITH WORK PERFORMED BY, TIP OF SAN DIEGO COUNTY, INC. IT IS FURTHER AGREED THAT THE INSURED SHALL MAINTAIN PAYROLL RECORDS ACCURATELY SEGREGATING THE REMUNERATION OF EMPLOYEES WHILE ENGAGED IN WORK FOR THE ABOVE EMPLOYER. IT IS FURTHER AGREED THAT PREMIUM ON THE EARNINGS OF SUCH EMPLOYEES SHALL BE INCREASED BY 03%. NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: 4 AUTHORIZED REPRESENTA'IVE PRESIDENT AND CEO SCIF FORM 10217 IREV.1-2012) AUGUST 5, 2013 i r�oN+c� 2570 OLD DP 217 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 ATTEST: l-Ljujj Mich el R. Dalla, ty Clerk OVE 1 AS TO FORM: Cla City Attorney Silva on Morrison, Mayor Exhibit A _ p r x Fick -2ag'� 1� 1a t a {� h., '"'ys "ds� SC^iy '\'X .i� f3'j� ® 66 F a A��tz'l ` 3F — Rank 'Applicant Name Pro •ram Name Funding .,,^``' .:.�.R`i?wz,'�.-.`s,Y% 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 $ 40,000 5 City of National City, Community Tiny Tots $ 22,973 CDBG $112,623 Non -Public Services with a estimated 2013sentitiment (65%) allocation of $480,885 and in reallocated funds 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 $ 121,000 2 City of National City, Community George H. Waters Nutrition Program $ 75,000 3 City of National City, Development Services Department Drainage Improvements $ 100,000 4 - City of National City, Neighborhood Services Department Neighborhood Preservation $ 50,347 l drrrr a r � - '`�y �'i"h>ar �C'.k -T ��Pl ayp""c}`y1.�roT gy ��-}�+'ni _ % ?'+'� M t ., 0. lNk»rx f zi i It�.it n/a City of National City, Housing & u♦€' ,.f'S'r`'+ibua CDBG Program Administration $ 112,964 a n/a CSA San Diego County Fair Housing and Tenant -Landlord Education $ 35,000 n/a City of National City Housing and National City Owner -Occupied Rehabilitation Program $ 276,111 n/a City of National City, Housing and Grants Program Administration $ 30,679 Exhibit "B" to Resolution 2013-64 As Approved by the City Manager t n Fl aynlilx rrl"Y.0: 4 >3at3 and; tment n q Program cvt HUD FY2013 CDBG Entitlement: $808,047 HUD FY2013 HOME Entitlement: $269,428 CDBG Previous Year Reallocation: $112,623 HOME Program Income: $67,834 � bI� 4`tEYiV G Ava I r .S /� 4 If.9F �t�� tl1$.�"`A �Y �� K K �'}'1k � $ Rank Applicant Name Program Name Funding } �iYnF''Y.. uuM e h _ d'3t` YpB `IIS4Nv W t o t ai �Ol1 Of'�5i2� �#, � d 7s� 1 Trauma Intervention Programs of San Diego County, Inc. Trauma Intervention Program $ 8,000 3 4 5 Services Department South Bay Community Services ouch After School Teen Program - "Supreme Teens" National City Police Department Support Services: Domestic Violence Response Team $ 20,000 $ 20,000 n/a 1 City of National City, Public Library City of National City, Community Services Department City of National City, Fire Department Literacy Services $ 46,501 City of National City, Neighborhood Services Department Tiny Tots Fire Station 34-Section 108 Loan Payment FY13-14 Housing Inspection Program $ 26,706 $ 247,161 $ 140,512 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 $ 116,408 4 N/A N/A N/A N/A City of National City, Neighborhood Services Department City of National City, Housing & Grants Neighborhood Preservation CDBG Program Administration $ 58,773 $ 126,609 CSA San Diego County Fair Housing and Tenant -Landlord Education HOME Program with final 2013 entitlement allocation of $269,428 and $67,834 in HOME program income City of National City Housing and Grants City of National City, Housing and Grants National City Owner -Occupied Rehabilitation Program Program Administration $ 35,000 $ 310,319 $ 26,943 Approved on 10/i b j t 3 j, �_ ' slie Deese, City 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. City y al City, California Jerk of the City of ation By: Deputy MEETING DATE: CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT May 7, 201311 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 II DEPARTMENT: Housin rar PHONE: (619) 336-43911 APPROVED We-7+7 1_ 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: ` Finance ACCOUNT NO. 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: i 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. Shay Gebler Trauma Intervention Programs of San Diego County 2560 Orion Way Carlsbad, CA 92010 Dear Ms. Gebler, On July 1st, 2013, an Agreement was entered between the City of National City and Trauma Intervention Programs of San Diego County. We are enclosing for your records a fully executed original Agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosure cc: Housing & Grants