HomeMy WebLinkAbout2018 CON CSA San Diego County - CDBG FY2018-2019 Sub-RecipientAGREEMENT BETWEEN
CITY OF NATIONAL CITY
AND
CSA SAN DIEGO COUNTY
FOR
FAIR HOUSING AND TENANT LANDLORD MITIGATION SERVICES
THIS AGREEMENT FAIR HOUSING AND TENANT LANDLORD MITIGATION SERVICES
("Agreement"), entered this 1st day of July, 2018 by and between the City of National City, a
municipal corporation (herein called the "Grantee") and the CSA San Diego County, a California
nonprofit corporation (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 (42 U.S.C. 5301 et. seq.); 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,
FAIR HOUSING AND TENANT LANDLORD MITIGATION SERVICES 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 C.F.R. 570.208.
The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet
the National Objective of benefiting low- and moderate -income persons.
C. Levels of Accomplishment — Goals and Performance Measures: The levels of
accomplishment may include such measures as units rehabilitated, persons or households
assisted, or meals served, and should include periods for performance. Refer to Exhibit A
for more specific description of 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, Agreement suspension or
termination procedures will be initiated by Grantee consistent with Paragraph VI (H) and
(I)
II. TIME OF PERFORMANCE
Services of the Subrecipient shall start on the 1st day of July, 2018 and end on the 30th day
of June of 2019. 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. Subrecipient must provide Grantee
written notification of the final day on which it controlled CDBG funds (or other assets,
including program income) if the term is so extended and subrecipient does not renew or
execute a new CDBG agreement with Grantee.
III. BUDGET
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City of National City
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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 as an amendment to this Agreement.
IV. PAYMENT
It is expressly agreed and understood that the total amount to be paid by the Grantee under
this Agreement shall not exceed Thirtv-five Thousand Dollars ($35,000.00). Drawdowns
for the payment of eligible expenses shall be made on a monthly basis (as described in
Exhibit A) 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 2 C.F.R. 200, et. seq., and, in particular, 2 C.F.R. 200.302.
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 pursuant to this Paragraph 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 Agreement shall be directed to the following
representatives:
Grantee
Subrecipient
Contact Person:
Angelita Palma
Contact Person:
Estela DeLosRios
Organization:
City of National City
Organization:
CSA San Diego County
Address:
140 East 12th Street, Suite B
National City, CA 91950
Address:
131 Avocado Avenue
El Cajon, CA 92020
Telephone:
(619) 336-4219
Telephone:
(619) 444-5700
Email:
apalma@nationalcityca.gov
Email:
estela@c4sa.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 C.F.R. 570.604 and
(2) the Subrecipient does not assume the recipient's responsibility for initiating the
review process under the provisions of 24 C.F.R. 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 Agreement. 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.
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City of National City
C. Hold Harmless: The Subrecipient agrees to defend, indemnify and hold harmless the
City of National City, its officers, officials, agents, employees, and volunteers against
and from any and all liability, loss, damages to property, injuries to, or death of any
person or persons, and all claims, demands, suits, actions, proceedings, reasonable
attorneys' fees, and defense costs, of any kind or nature, including workers'
compensation claims, of or by anyone whomsoever, resulting from or arising out of the
Subrecipient's performance or other obligations under this Agreement; provided,
however, that this indemnification and hold harmless shall not include any claims or
liability arising from the established sole negligence or willful misconduct of Grantee, its
agents, officers, employees or volunteers. Grantee will cooperate reasonably in the
defense of any action, and Subrecipient shall employ competent counsel, reasonably
acceptable to the City Attorney.
The indemnity, defense, and hold harmless obligations contained herein shall survive the
termination of this Agreement for any alleged or actual omission, act, or negligence
under this Agreement that occurred during the term of this Agreement.
D. Workers' Compensation: The Subrecipient shall comply with all of the provisions of
the Workers' Compensation Insurance and Safety Acts of the State of California, the
applicable provisions of Division 4 and 5 of the California Labor 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"). The policy shall name the City of
National City and its officers, agents, employees, and volunteers as additional insureds,
and a separate additional insured endorsement shall be provided.
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 City's Risk Manager, at the address listed in
subsection 8 below, 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.
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8. The Certificate Holder for all policies of insurance required by this
Section shall be:
City of National City
c/o Risk Manager
1243 National City Boulevard
National City, CA 91950-4397
9. Insurance shall be written with only insurers authorized to conduct
business in California 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 of 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.
12. If the Subrecipient maintains broader coverage or higher limits (or
both) than the minimum limits shown above, Grantee requires and shall be entitled to
the broader coverage or higher limits (or both) maintained by the Subrecipient. Any
available insurance proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to Grantee.
13. The Subrecipient shall carry sufficient insurance coverage to protect
contract assets from loss due to theft, fraud and/or undue physical damage, and as a
minimum shall purchase a blanket fidelity bond covering all employees in an amount
equal to cash advances from the Grantee. The Subrecipient shall comply with the
bonding and insurance requirements of 2 C.F.R. 200.310, 2 C.F.R. 200.325-26, and 2
C.F.R. Part 200, Appendix II 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, and signed by a duly authorized representative of each organization.
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 2 C.F.R. Part 200, Appendix
II(B)C.F.R., 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:
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City of National City
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 2 C.F.R. Part 200, Appendix II(B),
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 2 C.F.R. Part 200, Appendix
II(B)C.F.R., 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 notice to the other party thirty (30) days prior to the
effective date of any termination, in whole or part, for convenience. In the event that
HUD withdraws any portion of the City's CDBG funds, the City shall not be obligated to
reimburse the Sub -recipient or sub -contractor for any activity expense incurred or
otherwise. City will notify Sub -recipient or subcontractor if such event by HUD occurs.
VII. ADMINISTRATIVE REOUIREMENTS
A. Financial Management
1. Accounting Standards: The Subrecipient agrees to comply with 2 C.F.R. Part 200 et.
seq., and, in particular, 2 C.F.R. 200.300-309 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
withC.F.R.2 C.F.R. Part 200, and, in particular, the "Cost Principles" described in
Subpart E of Part 200.
B. Documentation and Record Keeping
1. Records to be maintained: The Subrecipient shall maintain all records required
by the Federal regulations specified in 24 C.F.R. 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;
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City of National City
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 C.F.R. 570.502, and Subparts D, E, and F
of 2 C.F.R. 200 ; and
g. Other records necessary to document compliance with Subpart K of 24 C.F.R.
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 five (5) years or such longer period of time as the Grantee deems
appropriate. 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
five-year period, then such records must be retained until completion of the actions
and resolution of all issues, or the expiration of the five-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 Agreement 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 Agreement, 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: Consistent with Paragraph II above, the Subrecipient's obligation to
the Grantee shall not end until all close-out requirements are completed. Activities
during this close-out period shall include, but are not limited to: making final
payments, disposing of program assets (including the return of all unused materials,
equipment, unspent cash advances, program income balances, and accounts
receivable to the Grantee), and determining the custodianship of records.
Notwithstanding the foregoing, but consistent with Paragraph II above, 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
Agreement 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 2 C.F.R. 200.
7. Additional Documents: 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 C.F.R. 570.500(a)) generated by activities carried out with CDBG
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City of National City
funds made available under this Agreement. The use of program income by the
Subrecipient shall comply with the requirements set forth at 24 C.F.R. 570.504. By
way of further limitations, the Subrecipient may use such income during the
Agreement period for activities permitted under this Agreement 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 Agreement 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
Agreement for costs incurred by the Grantee on behalf of the Subrecipient.
4. Progress Reports: The Subrecipient shall submit quarterly 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.
2. OMB Standards: Unless specified otherwise within this agreement, the
Subrecipient shall procure all materials, property, or services in accordance with the
requirements of 2 C.F.R. 200.317-326.
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 C.F.R. Part 200 and 24 C.F.R. 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 C.F.R. 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
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City of National City
expiration of the five(5) year period or such longer period of time as the Grantee
deems appropriate.
3. In all cases in which equipment acquired, in whole or in part, with funds under this
Agreement is sold, the proceeds shall be program income (prorated to reflect the
extent to that funds received under this Agreement were used to acquire the
equipment). Equipment not needed by the Subrecipient for activities under this
Agreement shall be (a) transferred to the Grantee for the CDBG program or (b)
retained after compensating the Grantee an amount equal to the current fair market
value of the equipment less the percentage of non-CDBG funds used to acquire the
equipment.
VIII. RELOCATION, REAL PROPERTY ACOUISITION AND ONE -FOR -ONE HOUSING
REPLACEMENT
The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at
49 C.F.R. Part 24 and 24 C.F.R. 570.606(b); (b) the requirements of 24 C.F.R. 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 C.F.R. 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 C.F.R. 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. Comoliance: 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 as amended by
Executive Order 12259, and Executive Order 11246 as amended by Executive
Orders 11375, 11478, 12107 12086, and 42 U.S.C. 2000e.
2. Nondiscrimination: The Subrecipient agrees to comply with the non-
discrimination in employment and contracting opportunities laws, regulations, and
executive orders referenced in 24 C.F.R. 570.607, as revised by Executive Order
13279 and later amended in Executive Order 13559. The applicable non-
discrimination provisions in Section 109 of the HCDA are still applicable.
3. Land Covenants: This Agreement is subject to the requirements of Title VI of the
Civil Rights Act of 1964 (P. L. 88-352, 42 U.S.C. 2000a) and 24 C.F.R. 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 Agreement, 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.
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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 Minority -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 Agreement. As used in this Agreement, 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.
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. 3701 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
C.F.R. 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.
HUD CDBG Agreement FY 2018-2019 Page 9 of 15
City of National City
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 Agreement, 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 C.F.R. 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 C.F.R.
135, and all applicable rules and orders issued hereunder prior to the execution
of this Agreement, shall be a condition of the Federal financial assistance
provided under this Agreement 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
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.
HUD CDBG Agreement FY 2018-2019 Page 10 of 15
City of National City
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 C.F.R. 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 Agreement 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 Agreement 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 Agreement 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.
c. Content: The Subrecipient shall cause all of the provisions of this Agreement
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.
(5 U.S.C. 1501 - 1508).
4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 2
C.F.R. 200.112, 200.318, and 570.611, which include (but are not limited to) the
following:
a. The Subrecipient shall maintain a written code or standards of conduct
governing the actions of its officers, employees or agents engaged in the
selection, award and administration of contracts supported by Federal funds.
b. No employee, officer or agent of the Subrecipient may 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.
HUD CDBG Agreement FY 2018-2019 Page 11 of 15
City of National City
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 of Lobbying
Activities," 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
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 Agreement 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
C.F.R. 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
insofar as they apply to the performance of this Agreement:
• Clean Air Act, 42 U.S.C. 7401, et seq., as amended;
• Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251,
amended, 33 U.S.C. 1318 relating to inspection, monitoring, entry,
HUD CDBG Agreement FY 2018-2019
City of National City
requirements
et seq., as
reports, and
Page 12 of 15
information, as well as other requirements specified in said Section 114 (42 U.S.C.
7401 et. seq.) and Section 308 (33 U.S.C. 1251 et. seq.), and all regulations and
guidelines issued thereunder;
• Environmental Protection Agency (EPA) regulations pursuant to 40 C.F.R. 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 C.F.R. 570.608, and 24 C.F.R. 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 (54
U.S.C. 100101 et. seq.) and the procedures set forth in 36 C.F.R. 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.
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
HUD CDBG Agreement FY 2018-2019
City of National City
Page 13 of 15
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
HUD CDBG Agreement FY 2018-2019 Page 14 of 15
City of National City
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
City of National City CSA San Diego County, a California
nonprofit corporation
By: Leslie Deese
City Manager
APPROVED AS TO FORM:
Angil P. Morris -Jones
pity Attorney
By: Ffoberto M. Contreras
Deputy City Attorney
ATTEST
By: Michael Dalla
City Clerk
&e(a,1v„ /Cu,
By: Estela DeLosRios
Executive Director
e Preciado
and President
HUD CDBG Agreement FY 2018-2019 Page 15 of 15
City of National City
EXHIBIT A
SCOPE OF SERVICES
CSA San Diego County
Fair Housing and Tenant Landlord Mitigation Services
1. The Proiect consists of the following activities:
Overall Project Goal (Please list any additional goals or objectives on another page.)
Provide counseling, seminars, workshops, and educational events to landlord, property
managers, tenant advocates, real estate agents, banks, and other lending institutions,
homebuyer educators and counselors, government, social service agencies, and the general
public that explain and promote federal and state Fair Housing laws. The program will also
document and track bona fide housing discrimination complaints, provide mitigation
services, and assist clients in filing complaints or assist in initiating litigation as appropriate.
250 unduplicated persons will be served directly by fair housing services including
education, dispute mitigation, and in the filing of housing discrimination complaints
Objective #1
Maintain a telephone hotline and email capability to answer inquiries about fair housing and
fair housing violations from National City residents. A website that contains fair housing
information should also be maintained.
Objective #2
Develop, produce, and distribute Fair Housing brochures to the public, including local
community based organizations, senior centers and family resource centers, regarding fair
housing law and regulatory issues and attend 6 community events in National City where
information on Fair Housing can be provided. When appropriate, these materials shall be
bilingual.
Objective #3
Assist the City of National City in addressing the impediments for Fair Housing as listed in
the 2015-19 San Diego Regional Analysis of Impediments to Fair Housing and participate in
the Fair Housing Resources Board.
Objective #4
2. The following lists the staff and time commitments to be allocated to activity listed above.
Staff Member Name and Title
Hours Allocated
Estela De Los Rios, Executive Director
5 hrs per week
Paula Karazuba, Administrative Assistant
5 hrs per week
George Ibarra, Sr. Housing Counselor
9 hrs per week
Ixchel Morales, Housing Counselor
8 hrs per week
Ghada Allous and Gloria Peralta,
counselors
part-time
housing
10 hrs per week
Elizabeth Aguilar and Marlene Vera,
housing counselors
part-time,
in -kind
9 hrs per week
3. Reporting Method: Quarterly
4. Billing Method: Monthly Quarterly x Other
5. List the type of supporting documentation to be provided:
Client demographic information to include race, ethnicity, disability (as defined by the
Social Security Administrative Guidelines), sex, female head of household, income,
residency and the number of unduplicated clients served.
Financial documentation will include canceled checks, receipts, timesheets, and specific
ledger for CDBG charges as well as other documentation for the tracking of employee
expenses including salary and benefits.
6. List the major/key activity milestones:
explain:
Major Activity
Milestones
Month (1=Ju y 2013, 12=June 2014)
1
2
3
4
5
6
7
8
9
10
11
12
Fair Housing Services (Education, Outreach)
x
x
x
x
x
x
x
x
x
x
x
x
Landlord/ Tenant Mitigation
x
x
x
x
x
x
x
x
x
x
x
x
EXHIBIT B
BUDGET
2018-2019
Agency Name: CSA San Diego County
Activity Name: Fair Housing and Tenant/Landlord Mitigation
Budget Item
CDBG Request
Other Sources
List Name(s) of
Other Sources
Total
Budget
Personnel (List Salaried Position Job Titles)
Executive Director
13,990
13,990
Sr. Housing Counselor
5,440
5,440
Housing Counselors [3]
4,370
8,750
SCSEP Senior
Employment
Proaram
13,120
Administrative Asst.
3,200
3,200
4,500
Housing Receptionist
0
4,500
SCSEP/Workforce
Partnership/Intern
ship
Fringe Benefits
3,000
3,000
Operating Costs33025
Supplies
140
200
Donations
340
Rent/Lease
1,900
1,900
Insurance
1,100
1,100
Printing/Promo
100
100
Utilities/Telephone
620
620
Accounting and Payroll Services
290
290
Mileage/Parking
700
700
Other: Consultant Services
1,800
Interns
1,800
Fair Housing Testing
*MISC
150
150
Budget Total
$35,000
$15,250
$50,250
*MISC:
Membership/Event Fees
Business registration fees
Postage/Delivery
Computer Expense
Independent Contractors
CSA San Diego County
Board of Directors
Jose Preciado, Board President
Director Academic Engagement Programs
San Diego State University
5500 Campanille Drive
San Diego, CA 92182-1623
(619) 922-2209
JosePreciado@vahoo.com
Cathy Hilton
Realtor -Keller Williams
301 Mission Avenue, Suite 211
Oceanside, CA 92054
(619) 813-8612
chilton7084(gmail.com
Gerald Brown
Executive Director, United African American
Ministerial Action Committee
4981 Market Street
San Diego, CA 92102
(619) 264-1213
Geraldwb777@ gmail.com
Mario Garrett
Professor, San Diego State University
4343 Valle Drive
La Mesa, CA 91941
(619) 992-5317
fightforgero@vahoo.com
Jesus Pacheco
Director, CWA Local 9400
566 E. Main Street
El Cajon, CA 92020
(619) 261-2100
eva5j @ya hoo.com
Besma Coda
Executive Director
Chaldean Middle -Eastern Services
343 Main Street
El Cajon, CA 92020
(619) 300-2331
besmacoda@c-mss.org
Rev. Rolland E. Slade
Lead Pastor
Meridian Baptist Church
660 S. Third Street, El Cajon CA 92019
pastor@meridianbantist.com
Under CSA's Bylaws, each Director shall hold office until the next annual meeting for the election of the
Board of Directors, and until the Director's successor is elected and qualifies.
BYLAWS
OF
CSA SAN DIEGO COUNTY
A CALIFORNIA PUBLIC BENEFIT CORPORATION
ARTICLE 1
OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation for the transaction of its business will be located in
San Diego County, California.
SECTION 2. CHANGE OF ADDRESS
The county of the corporation's principal office can be changed only by amendment of these
Bylaws and not otherwise. The Board of Directors may, however, change the principal office from
one location to another within the named county by noting the changed address and effective date
below, and such changes of address shall not be deemed an amendment of these Bylaws:
Address: Date:
Address: Date:
Address: Date:
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, within or without the State of
California, where it is qualified to do business, as its business may require and as the Board of
Directors may, from time to time, designate.
ARTICLE 2
ORGANIZATIONAL PURPOSE
SECTION 1. MISSION AND PURPOSE
The primary mission and purpose of this corporation shall be the promotion of social justice
and public welfare through advocacy for and education regarding issues of social justice, including
but not limited to housing, immigration, and human rights.
ARTICLE 3
DIRECTORS
SECTION 1. NUMBER
The corporation shall have at least three (3) and no more than seven (7) Directors, and
collectively they shall be known as the Board of Directors (or "the Board"). The number may be
changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, in
accordance with these Bylaws.
SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any
limitations in the Articles of Incorporation of this corporation (also identified herein as "the
Articles") and Bylaws, the activities and affairs of this corporation shall be conducted and all
corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 3. DUTIES
It shall be the duty of the Directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, the
Articles of Incorporation of this corporation, or these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in
these Bylaws, prescribe the duties and fix the compensation, if any, of all officers,
agents, and employees of the corporation;
(c) Supervise all officers, agents, and employees of the corporation in order to assure that
their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws; and
(e)
Register their addresses with the Secretary of the corporation, such that notices of
meetings mailed or telegraphed to them at such addresses shall be valid notices
thereof.
SECTION 4. TERMS OF OFFICE
Each Director shall hold office until the next annual meeting for election of the Board of
Directors as specified in these Bylaws, and until the Director's successor is elected and qualifies.
SECTION 5. COMPENSATION
Directors shall serve without compensation unless otherwise agreed by the Board, but, if so,
not to exceed $50.00 per regular meeting. In addition, they shall be allowed reasonable advancement
BYLAWS OF CSA SAN DIEGO COUNTY PAGE 2 OF 17
or reimbursement of expenses incurred in the performance of their regular duties as specified in
Section 3 of this Article. Directors may not be compensated for rendering their services to the
corporation in any capacity other than Director unless such other compensation is reasonable and is
allowable under the provisions of Section 6 of this Article.
SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%)
of the persons serving on the Board may be interested persons. For purposes of this Section,
"interested persons" means either:
Any person currently being compensated by the corporation for services rendered it
within the previous twelve (12) months, whether as a full- or part-time officer or
other employee, independent contractor, or otherwise, excluding any reasonable
compensation paid to a Director as Director; or
Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, Bon-
in -law, daughter-in-law, mother-in-law, or father-in-law of any such person.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided
by the Board or at such place within or without the State of California that has been designated from
time to time by resolution of the Board of Directors. In the absence of such designation, any meeting
not held at the principal office of the corporation shall be valid only if held on the written consent
of all Directors given either before or after the meeting and filed with the Secretary of the
corporation or after all Board members have been given written notice of the meeting as hereinafter
provided for special meetings of the Board.
Any meeting, regular or special, may be held by conference telephone, electronic video
screen communication, or other communications equipment. Participation in a meeting through use
of conference telephone constitutes presence in person at that meeting so long as all Directors
participating in the meeting are able to hear one another. Participation in a meeting through use of
electronic video screen communication or other communications equipment (other than conference
telephone) constitutes presence in person at that meeting if all of the following apply:
(a)
(b).
(a)
Each Director participating in the meeting can communicate with all the other
Directors concurrently;
(b) Each Director is provided the means of participating in all matters before the board,
including, without limitation, the capacity to propose, or to interpose an objection to,
a specific action to be taken by the corporation; and
The corporation adopts and implements some means of verifying (1) that all persons
participating in the meeting are Directors of the corporation or are otherwise entitled
(c)
BYLAWS OF CSA SAN DIEGO COUNTY PAGE 3 OF 17
to participate in the meeting and (2) that all actions of or votes by the Board are taken
and cast only by Directors and not by persons who are not Directors.
SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors shall be held annually on a non -holiday weekday.
At the annual meeting, Directors shall be elected by the Board of Directors and in all other
respects in accordance with this section. Cumulative voting by Directors for the election of Directors
shall not be permitted. The candidates receiving the highest number of votes up to the number of
Directors to be elected shall be elected. Each Director shall cast one vote, with voting being by
ballot only.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chair of the Board, the
Secretary, any two Directors, the Executive Director, or the Assistant Director, and such meetings
shall be held at the place, within or without the State of California, designated by the person(s)
calling the meeting, and in the absence of such designation, at the principal office of the corporation.
SECTION 10. NOTICE OF MEETINGS
Regular meetings of the Board may be held without notice. Special meetings of the Board
shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered
personally or by telephone or telegraph. If sent by mail or telegraph, the notice shall be deemed to
be delivered on its deposit in the mail or on its delivery to the telegraph company. Such notices shall
be addressed to each Director at his or her address as shown on the books of the corporation. If a
meeting is adjourned without all business having been concluded, notice of the time and place of a
follow-up meeting need not be given to any absent Directors if (1) the time and place of the
adjourned meeting are fixed at the adjourned meeting and (2) the adjourned meeting is held no more
than twenty-four (24) hours after the start time of the adjourned meeting. Notice shall be given in
all other cases.
SECTION 11. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, day, and hour of the
meeting. The purpose of any Board meeting need not be specified in the notice.
SECTION 12. WAIVER OF NOTICE AND CONSENT
TO HOLDING MEETINGS
The transactions of any meeting of the board, however called and noticed or wherever held,
are as valid as though the meeting had been duly held after proper call and notice, provided that a
quorum (defined below) is present and that either before or after the meeting each Director not
present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes
BYLAWS OF CSA SAN DIEGO COUNTY PAGE 4 OF 17
thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.
SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of fifty percent (50%) of the Directors plus one (1) Director.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this
corporation, or by law, no business shall be considered by the Board at any meeting at which a
quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain
at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting
may adjourn from time to time until the time fixed for the next regular meeting of the board.
When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice
of the time and place of the adjourned meeting or of the business to be transacted at such meeting,
other than by announcement at the meeting at which the adjournment is taken, except as provided
in Section 10 of this Article.
The Directors present at a duly called and held meeting at which a quorum is initially present
may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal
of Directors from the meeting, provided that any action thereafter taken must be approved by at least
a majority of the required quorum for such meeting or such greater percentage as may be required
by law, or the Articles of Incorporation or Bylaws of this corporation.
SECTION 14. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors present at a meeting duly
held at which a quorum is present is the act of the Board of Directors, unless the Articles of
Incorporation of this corporation, these Bylaws, or provisions of the California Nonprofit Public
Benefit Corporation Law, particularly those provisions relating to appointment of committees
(Section 5212), approval of contracts or transactions in which a Director has a material financial
interest (Section 5233), and indemnification of Directors (Section 5238e), require a greater
percentage or different voting rules for approval of a matter by the board.
SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chair of the Board or, if
such person is absent or has not been designated, by the Executive Director of the corporation or,
if such person is absent or has not been designated, by the Assistant Director of the corporation or,
if such person is absent or has not been designated, by a Chair chosen by a majority of the Directors
present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the
board, provided that, in his or her absence, the presiding officer shall appoint another person to act
as Secretary of the Meeting.
BYLAWS OF CSA SAN DIEGO COUNTY PAGE 5 OF 17
Meetings shall be governed by Roberts' Rules of Order, as such rules may be revised from
time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the
Articles of Incorporation of this corporation, or with provisions of law.
SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT
WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors under any provision
of law may be taken without a meeting, if all members of the Board individually or collectively
consent in writing to such action. For the purposes of this Section only, "all members of the board"
shall not include any "interested Director" as defined in Section 5233 of the California Nonprofit
Public Benefit Corporation Law. Such written consent(s) shall be filed with the minutes of the
proceedings of the board. Such action by written consent shall have the same force and effect as the
unanimous vote of the Directors. Any certificate or other document filed under any provision of law
which relates to action so taken shall state that the action was taken by unanimous written consent
of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the
Directors to so act, and such statement shall be prima facie evidence of such authority.
SECTION 17. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of
any Director, and (2) whenever the number of authorized Directors is increased.
The Board of Directors may declare vacant the office of a Director who has been declared
of unsound mind by a final order of court, or convicted of a felony, or found by a final order or
judgment of any court to have breached any duty under Section 5230 et seq. of the California
Nonprofit Public Benefit Corporation Law.
Directors may be removed without cause by a majority of the Directors then in office.
Any Director may resign by giving written notice to the Chair of the Board, the Executive
Director, the Secretary, or the Board of Directors, and such notice shall take effect at that time unless
it specifies a later time for the effectiveness of such resignation. No Director may resign if the
corporation would then be left without a duly elected Director or Directors in charge of its affairs,
except upon notice to the Attorney General.
Vacancies on the Board maybe filled by approval of the Board or, if the number of Directors
then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in
office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant
to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining
Director.
A person elected to fill a vacancy as provided by this Section shall hold office until the next
annual election of the Board of Directors or until his or her death, resignation, or removal from
office.
BYLAWS OF CSA SAN DIEGO COUNTY PAGE 6 OF 17
SECTION 18. NON -LIABILITY OF DIRECTORS
The Directors shall not be personally liable for the debts, liabilities, or other obligations of
the corporation.
SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER
To the extent that a person who is or was a Director, officer, employee or other agent of this
corporation has been successful on the merits in defense of any civil, criminal, administrative or
investigative proceeding brought to procure a judgment against such person by reason of the fact that
he or she is or was an agent of the corporation, or has been successful in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses actually and reasonably incurred
by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then
indemnification against expenses, judgments, fines, settlements, and other amounts reasonably
incurred in connection with such proceedings shall be provided by this corporation but only to the
extent allowed by, and in accordance with the requirements of, Section 5238 of the California
Nonprofit Public Benefit Corporation Law.
SECTION 20. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of
insurance on behalf of any agent of the corporation (including a Director, officer, employee, or other
agent of the corporation) against any liability other than for violating provisions of law relating to
self -dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted
against or incurred by the agent in such capacity or arising out of the agent's status as such, whether
or not the corporation would have the power to indemnify the agent against such liability under the
provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.
ARTICLE 4
OFFICERS
SECTION 1. NUMBER OF OFFICERS
This corporation shall have an Executive Director, a Secretary, and a Treasurer as its officers,
and a Chair of the Board of Directors, as determined by the Board. In addition, it may have one
Assistant. Director and any number of Assistant Secretaries, Treasurers, or other officers that the
Board deems appropriate. Any number of offices may be held by the same person except that neither
the Secretary nor the Treasurer may serve as the Executive Director or Chair of the Board. The Chair
shall be the Executive Director unless another person is appointed to that office, and the Treasurer
shall be the chief financial officer unless another person is appointed to that office.
BYLAWS OF CSA SAN DIEGO COUNTY PAGE 7 OF 17
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as officer of this corporation. Officers shall be elected by the Board
of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or
is otherwise disqualified to serve, or until his or her successor is elected and qualified, whichever
occurs first.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it may deem desirable,
and such officers shall serve such terms, have such authority, and perform such duties as may be
prescribed from time to time by the Board of Directors.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed at any time, either with or without cause, by the Board of
Directors. Any officer may resign at any time by giving written notice to the Board or to the
Executive Director or Secretary ofthe corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective. The above provisions
of this Section shall be superseded by any conflicting terms of a contract which has been approved
or ratified by the Board of Directors relating to the employment of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise daily
officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than
that of Executive Director, such vacancy may be filled temporarily by appointment by the Executive
Director until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers
appointed at the discretion of the Board may or may not be filled, as the Board shall determine.
SECTION 6. DUTIES OF EXECUTIVE DIRECTOR
The Executive Director shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, supervise and control the corporation's affairs and
the officers' activities. He or she shall perform all duties incident to his or her office and such other
duties as may be required by law, the Articles of Incorporation of this corporation, or these Bylaws,
or which may be prescribed from time to time by the Board. He or she shall be a member of the
Board ex officio, and unless another person is specifically appointed as Chair of the Board, he or she
shall preside at all meetings thereof. If applicable, the Executive Director shall preside at all
meetings of the members. Except as otherwise expressly provided by law, the Articles, or these
Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds,
contracts, checks, or other instruments that may from time to time be authorized by the Board.
BYLAWS OF CSA SAN DIEGO COUNTY PAGE 8 OF 17
SECTION 7. DUTIES OF ASSISTANT DIRECTOR
In the absence of the Executive Director, or in the event of his or her inability or refusal to
act, the Assistant Director shall perform all the duties of the Executive Director, and when so acting
shall have all the powers of, and be subject to all the restrictions on, the Executive Director. The
Assistant Director shall have other powers and perform such other duties as may be prescribed by
law, the Articles of Incorporation of this corporation, or these Bylaws, or as may be prescribed by
the Board of Directors.
SECTION 8. DUTIES OF. SECRETARY
The Secretary shall:
(a) Certify and keep current at the principal office of the corporation the original or a
copy of these Bylaws as amended or otherwise altered from time to time;
Keep at the principal office of the corporation or at such other place as the Board of
Directors may determine a book of minutes of all meetings of the Directors and, if
applicable, meetings of committees of Directors, recording therein the time and place
of holding, whether regular or special, how called, how notice thereof was given, the
names of those present or represented at the meeting, and the proceedings thereof;
See that all notices are duly given in accordance with the provisions of these Bylaws
or as required by law;
(d) Be custodian of the records and of the seal of the corporation and see that the seal is
affixed to all duly executed documents, the execution of which on behalf of the
corporation under its seal is authorized by lawor these Bylaws;
Upon request exhibit at all reasonable times to any Director of the corporation, or to
his or her agent or attorney, these Bylaws and the minutes of the proceedings of the
Directors of the corporation; and
(f) In general, perform all duties incident to the office of Secretary and such other duties
as may be required by law, the Articles of Incorporation of this corporation, or these
Bylaws, or which may be assigned to him or her from time to time by the Board of
Directors.
(b)
(c)
(e)
SECTION 9. DUTIES OF TREASURER
Subject to the provisions of Article 6 of these Bylaws, the Treasurer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the
corporation, and deposit all such funds in the name of the corporation in such banks,
trust companies, or other depositories as shall be selected by the Board of Directors;
BYLAWS OF CSA SAN DIEGO COUNTY PAGE 9 OF 17
(b) Receive and give receipts for monies due and payable to the corporation from any
source whatsoever;
(c) Disburse or cause to be disbursed the funds of the corporation as may be directed by
the Board of Directors, taking proper vouchers for such disbursements;
(d) Keep and maintain adequate and correct accounts of the corporation's properties and
business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains, and losses;
(e) Upon request exhibit at all reasonable times the books of account and financial
records to any Director of the corporation, or to his or her agent or attorney;
Upon request render to the Executive Director and Directors an account of any or all
of his or her transactions as Treasurer and of the financial condition of the
corporation;
Prepare or cause to be prepared and certify or cause to be certified the financial
statements to be included in any required reports; and
(h) In general, perform all duties incident to the office of Treasurer and such other duties
as may be required by law, the Articles of Incorporation of the corporation, or these
Bylaws, or which may be assigned to him or her from time to time by the Board of
Directors.
(f).
(g)
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board
of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a Director of the corporation, provided, however, that such compensation paid to
a Director for serving as an officer of this corporation shall only be allowed if permitted under the
provisions of Section 6 of Article 3 of these Bylaws. In all cases, any salaries received by officers
of this corporation shall be reasonable and given in return for services actually rendered for the
corporation and relating to the performance of the charitable or public purposes of this corporation.
[This space is intentionally blank.]
BYLAWS OF CSA SAN DIEGO COUNTY PAGE 10 OF 1
ARTICLE 5
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of Directors, designate two (2) or more of
its members (who may also be serving as officers of this corporation) to constitute an Executive
Committee and delegate thereto any of the powers and authority of the Board in the management of
the business and affairs of the corporation, except with respect to:
(a) The filling of vacancies on the Board or on any committee which has the authority
of the board;
(b) The fixing of compensation of the Directors for serving on the Board or on any
committee;
(c) The amendment or repeal of Bylaws or the adoption of new Bylaws;
(d) The amendment or repeal or any resolution of the Board which by its express terms
is not so amendable or repealable;
(e) The appointment of committees of the Board or the members thereof;
(f) The expenditure of corporate funds to support a nominee for Director after there are
more people nominated for Director than can be elected;
The approval of any transaction to which this corporation is a party and in which one
or more of the Directors has a material financial interest, except as expressly
provided in Section 5233(d)(3) of the California Nonprofit Public Benefit
Corporation Law.
By a majority vote of its members then in office, the Board may at any time revoke or modify
any or all of the authority so delegated to the Committee, increase or decrease (but not below two
(2)) the number of its members, and fill vacancies therein from the members of the board. The
Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate
records, and report the same to the Board from time to time as the Board may require.
SECTION 2. OTHER COMMITTEES
The corporation shall have such other committees as may from time to time be designated
by resolution of the Board of Directors. Such other committees may consist of persons who are not
also members of the board. These additional committees shall act in an advisory capacity only to
the Board and shall be clearly titled as "advisory" committees.
(g)
BYLAWS OF CSA SAN DIEGO COUNTY PAGE 11 OF 17
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by and noticed, held, and taken in
accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with
such changes in the context of such Bylaw provisions as are necessary to substitute the committee
and its members for the Board and its members, except that the time for regular meetings of
committees may be fixed by resolution of the Board or by the committee. The time for special
meetings of committees may also be fixed by the Board. The Board may also adopt rules and
regulations pertaining to the conduct of meetings of committees to the extent that such rules and
regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution
authorize any officer or agent of the corporation to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority may be general or
confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any
power or authority to bind the corporation by any contract or engagement or to pledge its credit or
to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors or as
otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and
other evidence of indebtedness of the corporation shall each be signed by the Treasurer and
countersigned by the Executive Director of the corporation if their value is $250.00 or more and may
be signed by the Treasurer alone if their value is less than that amount.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the
corporation in such banks, trust companies, or other depositories as the Board of Directors may
select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift,
bequest, or devise for the charitable or public purposes of this corporation.
BYLAWS OF CSA SAN DIEGO COUNTY PAGE 12 OF 17
ARTICLE 7
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office in the State of California or, if there is no
such office in California, at its principal office in another state:
(a) Minutes of all meetings of Directors and committees of the Board indicating the time
and place of holding such meetings, whether regular or special, how called, the notice
given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its
properties and business transactions and accounts of its assets, liabilities, receipts,
disbursements, gains, and losses; and
(c) A copy of the Articles of Incorporation of this corporation and of these Bylaws as
amended to date, at all reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter a corporate seal. Such seal shall be
kept at the principal office of the corporation. Failure to affix the seal to corporate instruments,
however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every Director shall have the absolute right at any reasonable time to inspect and copy all
books, records and documents of every kind and to inspect the physical properties of the corporation.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person, or by agent or
attorney, and the right to inspection includes the right to copy and make extracts.
SECTION 5. ANNUAL REPORT
The Board shall cause an annual report to be furnished not later than one hundred and twenty
(120) days after the close of the corporation's fiscal year to all Directors of the corporation, which
report shall contain the following information in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the corporation as of the end
of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal
year;
BYLAWS OF CSA SAN DIEGO COUNTY
PAGE 13 OF 17
(c)
The revenue or receipts of the corporation, both unrestricted and restricted to
particular purposes, for the fiscal year;
(d) The expenses or disbursements of the corporation, for both general and restricted
purposes, during the fiscal year; and
(e) Any information required by Section 7 of this Article.
The annual report shall be accompanied by any report thereon of independent accountants,
or, if there is no such report, the certificate of an authorized officer of the corporation that such
statements were prepared without audit from the books and records of the corporation.
SECTION 6. ANNUAL STATEMENT OF SPECIFIC
TRANSACTIONS TO DIRECTORS
This corporation shall mail or deliver to all Directors a statement within one hundred and
twenty (120) days after the close of its fiscal year which briefly describes the amount and
circumstances of any indemnification or transaction of the following kind:
(a) Any transaction in which the corporation, or its parent or its subsidiary, was a party,
and in which either of the following had a direct or indirect material financial
interest:
(1) Any Director or officer of this corporation or of its parent or subsidiary (a
mere common Directorship shall not constitute a material financial interest);
or
(2) Any holder of more than ten percent (10%) of the voting power of the
corporation or of its parent or subsidiary.
The above statement need only be provided with respect to a transaction during the previous
fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a
number of transactions with the same persons involving, in the aggregate, more than FIFTY
THOUSAND DOLLARS ($50,000).
Similarly, the statement need only be provided with respect to indemnifications or advances
aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year
to any Director or officer.
Any statement required by this Section shall briefly describe the names of the interested
persons involved in such transactions, stating each person's relationship to the corporation, the
nature of such person's interest in the transaction, and, where practical, the amount of such interest,
provided that in the case of a transaction with a partnership of which such person is a partner, only
the interest of the partnership need be stated.
BYLAWS OF CSA SAN DIEGO COUNTY PAGE 14 OF 17
ARTICLE 8
FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on January 1 and end on December 31 of the
following year.
ARTICLE 9
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of public benefit
nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new
Bylaws adopted by approval of the Board of Directors.
ARTICLE 10
AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT
Any amendment of the Articles of Incorporation of this corporation may be adopted by
approval of the Board of Directors.
SECTION 2. CERTAIN AMENDMENTS
Notwithstanding the above sections of this Article, this corporation shall not amend its
Articles of Incorporation to alter any statement which appears in the original Articles of
Incorporation of the names and addresses of the first Directors of this corporation, nor the name and
address of its initial agent, except to correct an error in such statement or to delete such statement
after the corporation has filed a Statement of Information or similar document pursuant to Section
6210 of the California Nonprofit Corporation Law.
[This space is intentionally blank.]
BYLAWS OF CSA SAN DIEGO COUNTY
PAGE 15 OF 17
ARTICLE 11
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE
PROI'I'I'S AND ASSETS
No Director, officer, employee, or other person connected with this corporation, or any
private individual, shall receive at any time any of the net earnings or pecuniary profit from the
operations of the corporation, provided, however, that this provision shall not prevent payment to
any such person of reasonable compensation for services performed for the corporation in effecting
any of its public or charitable purposes, provided that such compensation is otherwise permitted by
these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons
shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on
dissolution of the corporation.
ARTICLE 12
MEMBERS
SECTION 1. NO VOTING MEMBERS
As authorized by Section 5310 of the Nonprofit Public Benefit Corporation Law, this.
corporation shall have no "members" within the meaning of Section 5056. Any action that, by law
or under any provision of the corporation's Articles of Incorporation or of these Bylaws, would
require approval by a majority of all members or approval by the members shall only require the
approval of the Board of Directors. However, pursuant to Section 5332(a) of the Nonprofit Public
Benefit Corporation Law, this corporation may refer to persons associated with it or for whose
interests it advocates as "members" even though such persons are not members within the meaning
of Section 5056.
ARTICLE 13
PRIVACY
SECTION 1. BEST EFFORTS TO MAINTAIN PRIVACY
The corporation recognizes that the privacy of its members and personnel (including officers
and directors) is extremely important to them and that maintaining their privacy is essential to the
smooth and effective functioning of the corporation. Therefore, notwithstanding any other provision
of these Bylaws, the corporation's policy shall be to maintain the privacy of its members and
personnel to the maximum extent permitted by law. To this end, the corporation shall use its best
efforts not to disclose any information about its members or personnel except as may be required by
law or with the person's consent to disclosure. However, the corporation shall have no liability for
failure to prevent the disclosure of information about its members or personnel if the disclosure was
in good faith.
BYLAWS OF CSA SAN DIEGO COUNTY PAGE 16 OF 17
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
I, the undersigned, am one of the initial Directors of CSA San Diego County, a California
public -benefit corporation, and, pursuant to the authority granted to the Directors by these Bylaws
to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt
these Bylaws, consisting of 17 pages (including this page), as the Bylaws of this corporation.
Date: August 31, 2010.
Cory . Briggs, Secretary
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the Bylaws of CSA San
Diego County and that the Bylaws were duly adopted by the Board of Directors of the corporation
on the date set forth above.
Date: August 31, 2010.
J. riggs, Secretary
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. 2 CFR 200 Office of Budget Management Cost Principals for Non -Profit
Organizations and Audits of States, Local Governments and Non -Profit
Organizations
4. Quarterly/Annual Performance Reporting Form
5. A Comprehensive Compliance and Performance Monitoring Checklist
6. Expenditure Reimbursement Claim Form
7. Qualifying Beneficiary Intake Data Form
8. Sample Sub -recipient Agreement and Exhibits (Scope of Services, Budget,
Board of Directors and By-laws, Affirmative Action Policy and Insurance
Requirements)
9. Orientation on meeting CDBG National Objectives
The reference documents will assist the Sub -recipient to understand U.S
Department of Housing and Urban Development and City of National City rules,
regulations, and reporting requirements.
The Grantee also reviewed CDBG regulations under the CDBG webpage on the HUD
website:
http://www.hud.gov/offices/cpd/communitydevelopment/programs/entitlement
EXHIBIT E
AFFIRMATIVE ACTION POLICY
1. Provision of Program Services
a. Subrecipient shall not, on the grounds of race, religion, color, national origin,
sex, sexual preference, or handicap, exclude any person from participation in,
deny any person the benefits of, or subject any person to discrimination under
any program or activity funded in whole or in part with CDBG funds.
b. Subrecipient shall not under any program or activity funded in whole or in part
with CDBG funds, on the grounds of race, religion, color, national origin, sex,
sexual preference, or handicap:
1) Deny any facilities, services, financial aid or other benefits
provided under the program or activity; or
2) Provide any facilities, services, financial aid, or other benefits
which are different or are provided in a different form from that
provided to others under the program or activity; or
3) Subject to segregated or separate treatment in any facility in, or
in any matter of process related to receipt of any service or
benefit under the program or activity; or
4) Restrict in any way access to, or in the enjoyment of any
advantage or privilege enjoyed by others in connection with
facilities, services, financial aid, or other benefits under the
program or activity; or
5) Treat an individual differently from others in determining whether
the individual satisfies any admission, enrollment, eligibility,
membership, or other requirement or condition which the
individual must meet in order to be provided any facilities,
services, or other benefits provided under the program or
activity; or
6) Deny any opportunity to participate in a program or activity as an
employee.
c. Subrecipient may not utilize criteria or methods of administration which have
the effect of subjecting individuals to discrimination on the basis of race,
religion, color, national origin, sex, sexual preference, or handicap, or have the
effect of defeating or substantially impairing accomplishment of the objectives of
the program or activity with respect to individuals of a particular race, religion,
color, national origin, sex, sexual preference or handicap.
d. Subrecipient, in determining the site or location of housing or facilities provided
in whole or in part with CDBG funds, may not make selections of such site or
location which have the effect of excluding individuals from, denying them the
benefits of, or subjecting them to discrimination on the grounds of race, color,
national origin, or sex, or which have the purpose or effect of defeating or
substantially impairing the accomplishment of the objectives of the Civil Rights
Act of 1964 and amendments thereto:
e. In administering a program or activity funded in whole or in part with CDBG
funds regarding which the Subrecipient has previously discriminated against
persons on the grounds of race, religion, color, national origin, sex, sexual
preference or handicap, the Subrecipient must take affirmative action to
overcome the effects of prior discrimination.
f. Even in the absence of such prior discrimination, a Subrecipient in administering
a program or activity funded in whole or in part with CDBG funds should take
affirmative action to overcome the effects of conditions which would otherwise
result in limiting participation by persons of a particular race, color, national
origin, or sex. Where previous discriminatory practice or usage tends, on the
grounds of race, religion, color, national origin, sex, sexual preference, or
handicap, to exclude individuals from participation in, to deny them the benefits
of, or to subject them to discrimination under any program or activity to which
CDBG funding applies, the Subrecipient has an obligation to take reasonable
action to remove or overcome the consequences of the prior discriminatory
practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964.
g•
A Subrecipient shall not be prohibited by this part from taking any eligible action
to ameliorate an imbalance in services or facilities provided to any geographic
area or specific group of persons within its jurisdiction where the purpose of
such action is to overcome prior discriminatory practice or usage.
h. Notwithstanding anything to the contrary in Sections J. 1. (a. through h.),
nothing contained herein shall be construed to prohibit any Subrecipient from
maintaining or constructing separate living facilities or rest -room facilities for the
different sexes. Furthermore, selectivity on the basis of sex is not prohibited
when institutional or custodial services can properly be performed only by a
member of the same sex as the recipients of the services.
2. Employment Discrimination
a. Subrecipient shall not discriminate against any employee or application for
employment because of race, color, religion, sex, national origin, age, or
handicap. Subrecipient shall take affirmative action to insure that applicants are
employed, and that employees are treated during employment, without regard
to their race, color, religion, sex, national origin, age, or handicap. Such action
shall include, but not be limited to, the following: employment, upgrading,
demotion, or transfer, recruitment or recruitment advertising, layoff or
termination, rate -of -pay or other forms of compensation and selection for
training including apprenticeship. Subrecipient agrees to post in conspicuous
places, available to employees and applicants for employment, notices setting
forth the provisions of this non-discrimination clause.
b. Subrecipient shall, in all solicitations or advertisements for employees placed by
or on behalf of Subrecipient, state that all qualified applications will receive
consideration for employment without regard to race, color, religion, sex,
national origin, age, or handicap.
c. Subrecipient shall send to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or
understanding, a notice to be provided by the CDC's contracting officers,
advising the labor union or workers' representative of Subrecipient'S
commitments under Section 202 of Executive Order No. 11246 of September
24, 1965, and shall post copies of the notices in conspicuous places available to
employees and applicants for employment.
d. Subrecipient shall comply with all provisions of Executive Order 11246 of
September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor..
e. Subrecipient shall furnish to the CDC all information and reports required by
Executive Order No. 11246 of September 24, 1965, and by the related rules,
regulations, and orders.
f. In the event of Subrecipient'S failure to comply with any rules, regulations, or
orders required to be complied with pursuant to this Agreement, the CDC may
cancel, terminate, or suspend in whole or in part its performance and
Subrecipient may be declared ineligible for further government contracts in
accordance with procedures authorized in Executive Order No. 11246 of
September 24, 1965, and such other sanctions as may be imposed and
remedies invoked as provided in Executive Order No. 11246 of September 24,
1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
g•
Subrecipient shall include the provisions of Section II. J. 2. (a. through f.),
"Affirmative Action Policy," paragraphs (1) through (6) in every subcontract or
purchase order unless exempted by rules, regulations, or order of the Secretary
of Labor issued pursuant to Section 204 of Executive Order No. 11246 of
September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. Subrecipient shall take such action with respect to any
subcontract or purchase order as the CDC may direct as a means of enforcing
such provisions including sanctions for non-compliance; provided, however, that
in the event Subrecipient becomes involved in, or is threatened with, litigation
with a subcontractor or vendor as a result of such direction by the CDC,
Subrecipient may request the United States to enter into such litigation to
protect the interests of the United States.
h. Subrecipient shall not discriminate on the basis of age in violation of any
provision of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with
respect to any otherwise qualified handicapped individual as provided in Section
504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). Subrecipient shall also
provide ready access to and use of all CDBG fund -assisted buildings to
physically handicapped persons in compliance with the standards established in
the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et 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.
NAT1ONA
INCORPORATED -
)
Date: 10/2/18
Docket Number:
2 018 - =; t-&
1I OCT-8 AI0:05
REQUEST FOR LEGAL SERVICES
CITY hATIZNAL CIF(
`(
Contact
Person: Angelita Palma
Ext. No.: 4219
Subject: CDBG Agreement Fair Housing Services
Deadline: 10/9/18
Future Agenda Item? x_ NO
Reviewed and approved for submitt
RECEIVED
OCT 02 ZO 8
City of Nalionat City
City Attorney's Office
pp rtmet Head signature required)
SERVICE REQUESTED:
(Double-click on box to check -off)
Documents for Review and Comment
Document(s) for Signature
Other:
EXPLANATION
CAO (Robby): Please sign attached agreement. Tracked changes version attached.
Please forward it to the City Manager for signature.
Cheryl, please send me the third agreement for my file and mail a copy to SBCS. Thank
you!
CITY OF NATIONAL CITY
Office of the City Clerk
1243 National City Blvd., National City, California 91950
619-336-4228
Michael R. Dalla, CMC - City Clerk
October 9, 2018
Ms. Estela DeLosRios
CSA San Diego County
131 Avocado Avenue
El Cajon, CA 92020
Dear Ms. DeLosRios,
On July ls`, 2018, an Agreement was entered by the City of National City and CSA San
Diego County.
We are enclosing for your records a fully executed original Agreement.
Sincerely,
Michael Ir. Dalla, CM
City Clerk
Enclosure