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HomeMy WebLinkAbout2019 CON CSA San Diego County - CDBG FY2019-2020 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, 2019 by and between the Citv 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 Obiectives: 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 Obiective of benefiting low- and moderate -income persons. C. Levels of Accomalishment — 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, 2019 and end on the 30th day of June of 2020. 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 HUD CDBG Agreement FY 2019-2020 City of National City Page 1 of 15 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 Five Hundred Dollars ($35,500.001. 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. HUD CDBG Agreement FY 2019-2020 Page 2 of 15 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. HUD CDBG Agreement FY 2019-2020 Page 3 of 15 City of National City 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: HUD CDBG Agreement FY 2019-2020 Page 4 of 15 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 REQUIREMENTS 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; HUD CDBG Agreement FY 2019-2020 Page 5 of 15 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 HUD CDBG Agreement FY 2019-2020 Page 6 of 15 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 HUD CDBG Agreement FY 2019-2020 Page 7 of 15 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 ACQUISITION AND ONE -FOR -ONE HOUSING REPLACEMENT The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at 49 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. Compliance: The Subrecipient agrees to comply with local and state civil rights ordinances here and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063 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. HUD CDBG Agreement FY 2019-2020 Page 8 of 15 City of National City 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. Eaual Employment Opportunity and Affirmative Action (EEO/AA) Statement: The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions: The Subrecipient will include the provisions of Paragraphs IX.A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors. C. Employment Restrictions 1. Prohibited Activity: The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. 2. Labor Standards: The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 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 2019-2020 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 2019-2020 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 2019-2020 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. Lobbying: The Subrecipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure 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 2019-2020 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 2019-2020 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. HUD CDBG Agreement FY 2019-2020 Page 14 of 15 City of National City 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 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. City of National City By: Baulston City Manager APPROVED AS TO FORM: ATTEST By: Michael Dalla City Clerk CSA San Diego County, a California nonprofit corporation By: Estela DeLosRios Executive Director e Preciado President HUD CDBG Agreement FY 2019-2020 Page 15 of 15 City of National City EXHIBIT A - Scope of Services 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 n/a n/a 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=3une 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 2019-2020 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 5,475 5,475 Housing Counselors [3] 4,370 8,750 SCSEP Senior Employmen t Proaram 13,120 Administrative Asst. 3,300 3,300 Housing Receptionist 0 4,500 SCSEP/Wor kforce Partnership /Internship 4' 500 Fringe Benefits 3,300 3,300 Operating Costs33025 Supplies 120 200 Donations 320 Rent/Lease 1,900 1900 Insurance 1,100 1100 Printing/Promo 100 100 Utilities/Telephone 620 620 Accounting and Payroll Services 275 275 Mileage/Parking 300 300 Other: Consultant Services _ 1,800 Interns 1800 *MISC 150 150 SDRAFFH support _ 500 500 Budget Total _ $35,500 $15,250 $50,750 *MISC: Membership/Event Fees Business registration fees Postage/Delivery Computer Expense Independent Contractors EXHIBIT C - BOARD OF DIRECTORS/ BY LAWS Exhibit C Board of Directors & Bylaws 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@yahoo.com Gerald Brown, Board Menber Executive Director, United African American Ministerial Action Council 4981 Market Street San Diego, CA 92102 (619) 264-1213 Geraldwb777@gmail.com Mario Garrett, Board Menber Professor, San Diego State University 4343 Valle Drive La Mesa, CA 91941 (619) 992-5317 fightforgero@yahoo.com Jesus Pacheco, Board Menber EJE Academies Charter School 581 S. Johnson Avenue El Cajon, CA 92020 (619) 261-2100 eva5j@yahoo.com Besma Coda, Board Menber Director, San Ysidro Health Center CMSS A division of SYNC 436 S. Magnolia, Suite 201 El Cajon, CA 92020 Tel: 619-631-7400 Ex. 4833 besmacoda@SYHC.org Exhibit C Board of Directors & Bylaws 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. Exhibit C Board of Directors & Bylaws 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 Californiallonprofit 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 Exhibit C Board of Directors & Bylaws 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: (a) 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) Each Director participating in the meeting can communicate with all the other Directors concurrently; (b). (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 (c) 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 BYLAWS OF CSA SAN DIEGO COUNTY PAGE 3 OF 17 Exhibit C Board of Directors & Bylaws 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 Califomia, 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 Exhibit C Board of Directors & Bylaws 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 ofa 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 Exhibit C Board of Directors & Bylaws 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 Exhibit C Board of Directors & Bylaws 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 AGENTS 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 Califomia 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 Exhibit C Board of Directors &Bylaws 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 of any 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 Exhibit C Board of Directors & Bylaws 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; (b) 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; (c) 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; (e) 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. 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 Exhibit C Board of Directors & Bylaws (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 17 . Exhibit C Board of Directors & Bylaws 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) (g) 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. BYLAWS OF CSA SAN DIEGO COUNTY PAGE 11 OF 17 Exhibit C Board of Directors & Bylaws 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 Exhibit G Board of Directors & Bylaws 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 Exhibit C Board of Directors & Bylaws (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 Exhibit C. Board of Directors & Bylaws 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, maybe 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 Exhibit C Board of Directors & Bylaws ARTICLE 11 PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS 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 Exhibit C Board of Directors & Bylaws 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. Cory6411 Briggs, Secretary CERTIFICATE gi(*w 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. . 4.44,.. J. nggs, Secretary Exhibit C Board of Directors & Bylaws 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: Exhibit C Board of Directors & Bylaws 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 Exhibit C Board of Directors & Bylaws employees and applicants for employment. d. Subrecipient shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.. e. Subrecipient shall furnish to the CDC all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. f. In the event of Subrecipient'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and Subrecipient may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. Subrecipient shall include the provisions of Section II. J. 2. (a. through f.), "Affirmative Action Policy," paragraphs (1) through (6) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Subrecipient shall take such action with respect to any subcontract or purchase order as the CDC may direct as a means of enforcing such provisions including sanctions for non-compliance; provided, however, that in the event Subrecipient becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CDC, Subrecipient may request the United States to enter into such litigation to protect the interests of the United States. h. Subrecipient shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). Subrecipient shall also provide ready access to and use of all CDBG fund -assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.). 3. Remedies: In the event of Subrecipient'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the CDC may cancel, terminate, or suspend in whole or in part its performance and Subrecipient may be declared ineligible for further government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. EXHIBIT D - TECHNICAL ASSISTANCE MATERIALS 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 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 sea.) 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. Insurance CSASAND-01 DQUERIONES ACO)RO CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 11/28/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Teague Insurance Agency, Inc. 4700 Spring St., #400 La Mesa, CA 91942-0275 INSURED CSA San Diego County 131 Avocado Avenue El Cajon, CA 92020 CONTACT NAME: PHONE (A/C, No, Ext): (619) 464-6851 E-MAIL ADDRESS: info teag ueins.com INSURER(S) AFFORDING COVERAGE INSURER A : Markel Insurance Company INSURER B Oak River Insurance Company INSURER C : Fax 69 (ac, No):(619) 668-4715 NAIC # 34630 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DO/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAMS -MADE X OCCUR X X HUP3079-02 12/4/2018 12/4/2019 PR MSES (iElOCCUR,nce) $ 1,000,000 X Hire/NonOwn Auto $1 M MED EXP (Any one person) $ 10,000 X Prof Liab $1M/$3M PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 POLICY PRO - JT LOC PRODUCTS - COMP/OP AGG $ 3,000,000 OTHER: $ AU LIABILITY A COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED AUTOSOONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS ONLYY PROPERTY accidentOAMAGE $ $ A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 X EXCESS LIAB CLAIMS -MADE HUU3080-01 12/4/2018 12/4/2019 AGGREGATE $ 1,000,000 DED X RETENTION$ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY X STATUTE EROTH ANY PROPRIETOR/PARTNER/EXECUTIVE Yf N X CSWC926617 7/1/2018 7/1/2019 E.L. EACH ACCIDENT � $ 1,000,000 FFICER/MEMBER EXCLUDED? (Mandatory in NH) N/A E.L. DISEASE - EA EMPLOYES $ 1,000,000 1,000,000 $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of National City, its elected officials, officers, agents, and employees are included, when required by written contract or agreement, as additional insured with waiver of subrogation and per project aggregate with respects to General Liability; and waiver of subrogation with respects to Workers Compensation, per attached forms. Hired and non -owned auto liability is included under the general liability coverage. CERTIFICATE HOLDER CANCELLATION The City of National City c/o EXIGIS Insurance Compliance Services PO Box 4668 New York, NY 10163-4668 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10B (Ed. 9-14) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be 2% of the total manual premium otherwise due on such remuneration. The minimum premium for this endorsement is $350. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE BLANKET WAIVER Person/Organization Blanket Waiver — Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description All CA Operations Waiver Premium 350.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 07/01/2018 Insured Insurance Company Oak River Insurance Company WC990410B (Ed. 9-14) Policy No. CSWC926617 Endorsement No. Premium $ Countersigned by 'Il COMMERCIAL GENERAL LIABILITY Markel Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY PLUS ENHANCEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following coverages and extensions are added to this policy as detailed below. As respects any coverage provided by this endorsement, if higher limits are provided on any other schedule, declarations or endorsement attached to this policy, then the limits and coverage provided by this endorsement would not apply for that coverage. SCHEDULE Limited Product Withdrawal Expense $10,000 All Product Withdrawal Expenses Extended Property Damage - Expected Or Intended Included Injury Non -Owned Watercraft Increased To 51 Feet Long Non -Owned Aircraft If Rented Or Loaned With A Paid Crew Property Damage To Borrowed Equipment $10,000 Each Occurrence Property Damage To Customers' Goods $10,000 Each Occurrence Damage To Premises Rented To You Equal To The General Liability Each Occurrence Limit Property Damage From Elevator Use Included Personal And Advertising Injury From Televised Or Included Videotaped Material Supplementary Payments Bail Bonds Up To $5,000 Loss Of Earnings Up To $500 A Day Medical Personnel $100,000 Any One Person Broadened Definition Of Insured Included Automatic Additional Insureds When Required By Contract Or Agreement Included Managers Or Lessors Of Premises Included Mortgagees, Assignees Or Receivers Included Vendors Included Medical Payments $10,000 Any One Person (Unless Excluded) Each Location And Each Project Aggregates Equal To The General Aggregate Limit Duties In The Event Of Occurrence, Offense, Claim Included Or Suit Unintentional Failure To Disclose All Hazards Included Waiver Of Transfer Of Rights Of Recovery Against Included Others To Us Liberalization Included Mental Anguish Resulting From Bodily Injury Included Broadened Definition Of Mobile Equipment Included MGL12420314 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 12 with its permission. A. LIMITED PRODUCT WITHDRAWAL EXPENSE THIS COVERAGE ONLY PROVIDES REIMBURSEMENT TO YOU FOR EXPENSES INCURRED BECAUSE OF A COVERED "PRODUCT WITHDRAWAL". THIS COVERAGE DOES NOT PROVIDE ANY LIABILITY COVER- AGE OR COVERAGE FOR THE COST OR EXPENSE OF DEFENDING ANY CLAIM OR "SUIT". 1. The following is added to Section I - Coverages: LIMITED PRODUCT WITHDRAWAL EXPENSE COVERAGE Insuring Agreement a. We will reimburse you for "product withdrawal expenses" incurred by you because of a "product withdraw- al" to which this insurance applies. The amount of such reimbursement is limited as described in Section 11I - Limits Of Insurance, as amended by this endorsement. No other obligation or liability to pay sums or perform acts or services is covered. b. This insurance applies to a "product withdrawal" only if the "product withdrawal" is initiated in the "coverage territory" during the policy period because: (1) You determine that the "product withdrawal" is necessary; or (2) An authorized government entity has ordered you to conduct a "product withdrawal". c. We will reimburse "product withdrawal expenses" only if: (1) The expenses are incurred within one year of the date the "product withdrawal" was initiated; (2) The expenses are reported to us within one year of the date the expenses were incurred; and (3) The product that is the subject of the "product withdrawal" was produced during the policy period. d. The initiation of a "product withdrawal" will be deemed to have been made only at the earliest of the follow- ing times: (1) When you first announced, in any manner, to the general public, your vendors or to your "employees" (other than those "employees" directly involved in making the determination) your decision to conduct or participate in a "product withdrawal". This applies regardless of whether the determination to conduct a "product withdrawal" is made by you or is requested by a third party; or (2) When you first received, either orally or in writing, notification of an order from an authorized govern- ment entity to conduct a "product withdrawal". e. "Product withdrawal expenses" incurred to withdraw "your products" which contain the same or substantial- ly similar "defects" will be deemed to have arisen out of the same "product withdrawal". Exclusions This insurance does not apply to "product withdrawal expenses" arising out of: a. Breach Of Warranty And Failure To Conform To Intended Purpose Any "product withdrawal" initiated due to the failure of "your product" to accomplish its intended purpose, in- cluding any breach of warranty of fitness, whether written or implied. This exclusion does not apply if such failure has caused or is reasonably expected to cause "bodily injury" or physical damage to tangible prop- erty other than "your product". b. Infringement Of Copyright, Patent, Trade Secret, Trade Dress Or Trademark Any "product withdrawal" initiated due to copyright, patent, trade secret, trade dress or trademark infringe- ments. c. Chemical Transformation, Deterioration Or Decomposition Any "product withdrawal" initiated due to transformation of a chemical nature, deterioration or decomposi- tion of "your product". This exclusion does not apply if transformation of a chemical nature, deterioration or decomposition is caused by: MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 12 with its permission. (1) An error in manufacturing, design or processing; (2) Transportation of "your product"; or (3) "Product tampering". d. Goodwill, Market Share, Revenue, Profit Or Redesign The costs of goodwill, market share, revenue or "profit" or the costs of redesigning "your product". e. Expiration Of Shelf Life Any "product withdrawal" initiated due to expiration of the designated shelf life of "your product". f. Known Defect A "product withdrawal" initiated because of a "defect" in "your product" known to exist by the Named In- sured or the Named Insured's "executive officers" prior to the policy period or the time "your product" leaves your control or possession. Otherwise Excluded Products A recall of any specific products for which "bodily injury" or "property damage" is excluded under Coverage A - Bodily Injury And Property Damage Liability. h. Governmental Ban A recall when "your product" or a component contained within "your product" has been: (1) Banned from the market by an authorized government entity prior to the policy period; or (2) Distributed or sold by you subsequent to any governmental ban. i. Defense Of Claim The defense of a claim or "suit" against you for liability arising out of a "product withdrawal". Third Party Damages, Fines And Penalties Any compensatory damages, fines, penalties, punitive or exemplary or other non -compensatory damages imposed upon the insured. k. Pollution -Related Expenses Any loss, cost, or expense due to any: (1) Request, demand, order, statutory or regulatory requirement that any insured or others test for, moni- tor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to or assess the ef- fects of, "pollutants"; or (2) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, moni- toring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to or assessing the effects of, "pollutants". 2. The following is added to Section III - Limits Of Insurance: The most that we will reimburse you for the sum of all "product withdrawal expenses" incurred for all "product withdrawals" initiated during the policy period is the amount shown in the Schedule of this endorsement, re- gardless of the number of: a. Insureds; b. "Product withdrawals" initiated; or c. "Your products" withdrawn. 3. Section IV - Commercial General Liability Conditions is amended as follows: a. Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit is replaced by the following: 2. Duties In The Event Of A Defect Or A Product Withdrawal g. MGL12420314 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 12 with its permission. a. You must see to it that we are notified as soon as practicable of any actual, suspected or threat- ened "defect" in "your product", or any governmental investigation, that may result in a "product withdrawal". To the extent possible, notice should include: (1) How, when and where the "defect" was discovered; (2) The names and addresses of any injured persons and witnesses; and (3) The nature, location and circumstances of any injury or damage arising out of use or consump- tion of "your product". Your obligation to notify us as soon as practicable is satisfied if you send us written notice as soon as practicable after any of your "executive officers", directors, partners, insurance managers or le- gal representatives become aware of or should have become aware of such actual, suspected or threatened "defect" in "your product", or any governmental investigation, that may result in a "prod- uct withdrawal". b. If a "product withdrawal" is initiated, you must: (1) Immediately record the specifics of the "product withdrawal" and the date where it was initiated; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the "product withdrawal" as soon as practicable. c. You must promptly take all reasonable steps to mitigate the expenses associated with a "product withdrawal". Any "profit" that you receive from mitigating the expenses will be deducted from the a- mount of reimbursement that you will receive for "product withdrawal expenses". d. You and any other involved insured must: (1) Immediately send us copies of pertinent correspondence received in connection with the "prod- uct withdrawal"; (2) Authorize us to obtain records and other information; and (3) Cooperate with us in our investigation of the "product withdrawal". b. The following Conditions are added: Concealment Or Fraud We will not provide "product withdrawal expense" coverage to you or any other insured who, at any time: a. Engaged in fraudulent conduct; or b. Intentionally concealed or misrepresented a material fact concerning a "product withdrawal" or "product withdrawal expenses" incurred by you. Product Tampering Limitation When "product tampering" is known, suspected or threatened, a "product withdrawal" will be limited to those batches of "your product" which are known or suspected to have been tampered with. 4. The following definitions are added: a. "Defect" means a flaw, deficiency or inadequacy that creates a dangerous condition. b. "Product tampering" means an act of intentional alteration of "your product" which has caused or is rea- sonably expected to cause "bodily injury" or physical injury to tangible property other than "your product". For purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and application software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 12 with its permission. c. "Product withdrawal" means the recall or withdrawal: (1) From the market; or (2) From use by any other person or organization; of "your products" or products which contain "your products", because of known or suspected "defects" in "your product" or known or suspected "product tampering" which has caused or is reasonably expected to cause "bodily injury" or physical injury to tangible property other than "your product". For purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. d. "Product withdrawal expenses" means those reasonable and necessary extra expenses, listed below, paid and directly related to a "product withdrawal": (1) Costs of notification; (2) Costs of stationery, envelopes, production of announcements and postage or facsimiles; (3) Costs of overtime paid to your regular non -salary "employees" and costs incurred by your "employees", including costs of transportation and accommodations; (4) Costs of computer time; (5) Costs of hiring independent contractors and other temporary employees; (6) Costs of transportation, shipping or packaging; (7) Costs of warehouse or storage space; or (8) Costs of proper disposal of "your products" or products that contain "your products" that cannot be re- used, not exceeding your purchase price or your costs to produce the products. e. "Profit" means the positive gain from business operation after subtracting for all expenses. B. EXTENDED PROPERTY DAMAGE - EXPECTED OR INTENDED INJURY Exclusion 2.a. Expected Or Intended Injury under Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect per- sons or property. C. NON -OWNED WATERCRAFT AND NON -OWNED AIRCRAFT Exclusion 2.g. Aircraft, Auto Or Watercraft under Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability is amended as follows: 1. Paragraph (2) is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; 2. The following is added: (6) "Bodily injury" or "property damage" arising out of any aircraft not owned by any insured that is rented or loaned to you with a paid crew. If other insurance applies to a loss because of "property damage" to non -owned watercraft or aircraft as described in Paragraphs (2) or (6) above, the insurance provided by this Coverage Form does not apply, whether the other in- surance is primary, excess, contingent or issued on any other basis. MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 12 with its permission. D. PROPERTY DAMAGE TO BORROWED EQUIPMENT 1. The following is added to Exclusion 2.j. Damage To Property under Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability: Paragraph (4) of this exclusion does not apply to "property damage" to borrowed equipment while that equip- ment is: a. Not being used to perform operations; and b. Away from an insured's premises. 2. The following is added to Section III - Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for "property damage" to borrowed equipment is the amount shown in the Schedule of this endorsement for each "occurrence". 3. The insurance afforded by Paragraph 1. above is excess over any valid and collectible property insurance (in- cluding any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. E. PROPERTY DAMAGE TO CUSTOMERS' GOODS 1. The following is added to Exclusion 2.j. Damage To Property under Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability: Paragraphs (3), (4) and (6) of this exclusion do not apply to "property damage" to "customers' goods" while on your premises. 2. The following is added to Section III - Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for "property damage" to "customers' goods" is the amount shown in the Schedule of this endorsement for each "occurrence". 3. The insurance afforded by Paragraph 1. above is excess over any valid and collectible property insurance (in- cluding any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. 4. The following definition is added: "Customers' goods" means tangible personal property belonging to your customers and left with you for stor- age, service or repair. "Customers' goods" does not include: a. Accounts, bills, currency, deeds, food stamps or other evidences of debt, money, notes or securities. Lottery tickets held for sale are not securities; b. Animals; c. Contraband, or property in the course of illegal transportation or trade; d. Personal property while airborne or waterborne; e. Property that is covered under another coverage form of this or any other policy in which it is more specific- ally described, except for the excess of the amount due (whether you can collect on it or not) from that oth- er insurance; f. Vehicles or self-propelled machines that are licensed for use on public roads; aircraft; or watercraft; This paragraph does not apply to: (1) Vehicles or self-propelled machines, other than "autos", you hold for sale; or (2) Rowboats or canoes out of water at your premises; or The following property while outside of buildings: (1) Grain, hay, straw or other crops; (2) Fences, radio or television antennas (including satellite dishes) and their lead-in wiring, masts or tow- ers, trees, shrubs or plants (other than trees, shrubs or plants held for sale). g. Includes copyrighted material of Insurance Services Office, Inc., Page 6 of 12 with its permission. MGL 1242 03 14 F. DAMAGE TO PREMISES RENTED TO YOU The following applies only if Damage To Premises Rented To You is not excluded from the policy to which this en- dorsement is attached: 1. The first paragraph following Paragraph (6) of Exclusion 2.j. Damage To Property under Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you. A separate limit of insurance applies to Dam- age To Premises Rented To You as described in Section III - Limits Of Insurance. 2. The final paragraph of Paragraph 2. Exclusions under Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. 3. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or in the case of damage by fire, lightning, explosion, smoke or sprinkler leakage, while rented to you or temporarily occupied by you with permission of the own- er, is equal to the Each Occurrence limit shown in the Declarations. 4. Paragraph 4.b.(1)(a)(ii) of the Commercial General Liability Coverage Form, and Paragraph 4.b.(1)(a)(iii) of the Commercial General Liability Coverage Form (Claims -Made Version) under Section IV - Commercial General Liability Conditions are replaced by the following: That is fire, lightning, explosion, smoke or sprinkler leakage insurance for premises rented to you or temporarily occupied by you with permission of the owner; 5. Paragraph a. of Definition 9. "insured contract" is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that in- demnifies any person or organization for damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "in- sured contract"; G. PROPERTY DAMAGE FROM ELEVATOR USE 1. The following is added to Exclusion 2.j. Damage To Property under Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability: Paragraphs (3), (4) and (6) of this exclusion do not apply if such "property damage" arises out of the use of ele- vators at premises you own, rent, lease or occupy. 2. The insurance afforded by Paragraph 1. above is excess overy any other valid and collectible insurance which applies to a loss because of "property damage" arising out of the use of elevators, whether such other insur- ance is primary, excess, contingent or issued on any other basis. H. PERSONAL AND ADVERTISING INJURY FROM TELEVISED OR VIDEOTAPED MATERIAL 1. Exclusions 2.b. and 2.c. under Section I - Coverages, Coverage B - Personal And Advertising Injury Liability are replaced by the following: b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or professionally produced televised or video- taped publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or professionally produced televised or video- taped publication, in any manner, of material whose first publication took place before the beginning of the policy period. MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 12 with its permission. 2. Paragraphs d. and e. of the definition of "personal and advertising injury" are replaced by the following: d. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that slanders or libels a person or organization, or disparages a person's or organization's goods, products or services; e. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that violates a person's right to privacy; I. SUPPLEMENTARY PAYMENTS - BAIL BONDS AND LOSS OF EARNINGS Paragraphs 1.b. and 1.d. under Section I - Coverages, Supplementary Payments - Coverages A And B are re- placed by the following: b. Up to the amount shown in the Schedule of this endorsement for cost of bail bonds required because of ac- cidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage ap- plies. We do not have to furnish these bonds; d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to the amount shown in the Schedule of this endorse- ment because of time off from work; J. MEDICAL PERSONNEL The following applies only if no other similar coverage is included on or added to the policy to which this endorse- ment is attached: 1. Paragraph 2.a.(1)(d) under Section 1I - Who Is An Insured does not apply to any registered nurse, licensed practical nurse, certified emergency medical technician or certified paramedic who is employed by you to pro- vide professional health care services, but only while acting within the scope and course of their duties as such. 2. The following is added to Section III - Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay under Medical Personnel Coverage is the amount shown in the Schedule of this endorsement for all loss sustained by any one person from professional health services. K. BROADENED DEFINITION OF INSURED Section II - Who Is An Insured is amended as follows: 1. The following is added to Paragraph 2.a.: Paragraph (1) does not apply to managers at the supervisory level or above. 2. Paragraph 2. is amended to include the following as insureds: Any legally incorporated entity of which you own at least 51% of the voting stock on the inception date of this Coverage Form and on the date of any covered "occurrence", claim or "suit". This insurance shall not apply to any entity that is already insured under any other insurance provided by any company or that would be an insured but for the exhaustion of its limits of insurance. 3. Paragraph 3.a. is replaced by the following: a. Coverage for your newly acquired or formed organization shall be: (1) Effective on the date of acquisition or formation; and (2) Afforded until the end of the policy period of this Coverage Form. L. AUTOMATIC ADDITIONAL INSUREDS The following paragraphs are added to Section II - Who Is An Insured: 1. The following are also insureds under this policy, subject to the following provisions: a. When Required By Contract Or Agreement Any person or organization to whom you are required by written contract, agreement, permit or authoriza- tion to provide insurance, but only if the contract, agreement, permit or authorization is in effect during the policy period shown in the Declarations and was executed prior to the "bodily injury", "property damage" or "personal and advertising injury". However: MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., Page 8 of 12 with its permission. (1) The person or organization is an insured only to the extent you are held liable due to: (a) The ownership, maintenance or use of that part of premises you own, rent, lease or occupy, sub- ject to the following additional provisions: (i) This insurance does not apply to any "occurrence" which takes place after you cease to be a tenant in any premises leased to or rented to you; and (ii) This insurance does not apply to any structural alterations, new construction or demolition op- erations performed by or on behalf of the person or organization; (b) Your ongoing operations for that insured, whether the work is performed by you or for you; (c) The maintenance, operation or use by you of equipment leased to you by such person or organiza- tion, subject to the following additional provisions: (i) This insurance does not apply to any "occurrence" which takes place after the equipment lease expires or you cease to lease that equipment; and (ii) This insurance does not apply to "bodily injury" or "property damage" arising out of the sole negligence of such person or organization; (d) Permits or authorizations issued by any state or political subdivision with respect to operations per- formed by you or on your behalf, subject to the following additional provision: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising in- jury" arising out of operations performed for that state or municipality. (2) The insurance with respect to any architect, engineer or surveyor does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to ren- der any professional services by or for you, including: (a) The preparing, approving or failure to prepare or approve maps, drawings, opinions, reports, sur- veys, change orders, designs or specifications; and (b) Supervisory, inspection or engineering services. This insurance does not apply to "bodily injury" or "property damage" included within the "products - completed operations hazard". (4) This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services. This insurance does not apply to any insured person or organization if the loss, cost, injury or damage is otherwise excluded from coverage under this insurance, including any endorsements made a part of this policy. (6) A person's or organization's status as an insured under this endorsement ends when your operations for that insured are completed. This insurance does not apply to any person or organization included as an insured by an endorsement issued by us or otherwise made part of this insurance. No coverage will be provided if, in the absence of this endorsement, no liability will be imposed by law on you. Coverage will be limited to the extent of your negligence or fault according to the applicable principles of comparative fault. This Additional Insured provision does not apply to managers or lessors of premises; mortgagees, assign- ees or receivers; or vendors. b. Managers Or Lessors Of Premises Any person or organization who leases to you or manages property you rent or lease, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in connection with that part of the premises leased or rented to you and shown on the Declarations. The following additional exclusions apply to such managers or lessors of premises: This insurance does not apply to: (3) (5) (7) (8) MGL12420314 Includes copyrighted material of Insurance Services Office, Inc , Page 9 of 12 with its permission. (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of the per- son(s) or organization(s) who leases to you or manages property you rent or lease. c. Mortgagees, Assignees Or Receivers Any person or organization with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of premises by you. However, this insurance does not apply to structural alterations, new construction or demolition operations performed by or for that person or organi- zation. d. Vendors Any vendor with whom you have agreed in a written contract or agreement to provide insurance, but only if the contract or agreement is in effect during the policy period shown in the Declarations and was executed prior to the "bodily injury" or "property damage", and only with respect to "bodily injury" or "property dam- age" arising out of "your products" which are distributed or sold in the regular course of the vendor's busi- ness. (1) The following additional exclusions apply to such vendors: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the origi- nal container; Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distri- bution or sale of the products; Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a con- tainer, part or ingredient of any other thing or substance by or for the vendor; (h) Any failure to maintain the product in a merchantable condition; or (i) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normal- ly undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container entering into, accompanying or containing such products. This insurance does not apply to any vendor included as an insured by an endorsement issued by us or otherwise made a part of this insurance. (4) This insurance does not apply if "bodily injury" or "property damage" included in the "products -com- pleted operations hazard" is excluded either by the provisions of this insurance or by endorsement. (e) (f) (3) MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., Page 10 of 12 with its permission. 2. The insurance provided to such automatic additional insureds: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such addi- tional insureds. 3. With respect to the insurance afforded to such automatic additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable limits of insurance shown in the Declarations, whichever is less. The insurance afforded to the additional insured does not increase the applicable limits of insurance shown in the Declarations. M. MEDICAL PAYMENTS The following applies only if Medical Payments Coverage is not excluded from the policy to which this endorsement is attached: Paragraph 7. under Section III - Limits Of Insurance is replaced by the following: 7. Subject to Paragraph 5. above, the Medical Expense limit is equal to the Medical Expense limit stated in the Declarations or the amount shown in the Schedule of this endorsement, whichever is greater, and is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. N. EACH LOCATION AND EACH PROJECT AGGREGATES The following is added to Section III - Limits Of Insurance: 1. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A, and for all medical expenses caused by accidents under Coverage C, which can be attributed on- ly to operations at a single designated covered "location" or covered construction project: a. A separate Each Location or Each Project Aggregate limit applies to each covered "location" or covered construction project, and that limit is equal to the General Aggregate limit shown in the Declarations. b. The Each Location or Each Project Aggregate limit is the most we will pay for the sum of all damages un- der Coverage A, except damages because of "bodily injury" or "property damage" included in the "prod- ucts -completed operations hazard", and for medical expenses under Coverage C, regardless of the number of: (1) Insureds; (2) Claims made or "suits" brought; or (3) Persons or organizations making claims or bringing "suits". c. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall re- duce the Each Location or Each Project Aggregate limit for each covered "location" or covered project for which payment is made. Such payments shall not reduce the General Aggregate limit shown in the Decla- rations nor shall they reduce any other covered "location" or covered project's general aggregate. d. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medi- cal Expense continue to apply. However, instead of being subject to the General Aggregate limit shown in the Declarations, such limits will be subject to the applicable Each Location or Each Project Aggregate lim- it. 2. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A, and for all medical expenses caused by accidents under Coverage C, which cannot be attributed only to ongoing operations at a covered "location" or covered project: a. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall re- duce the amount available under the General Aggregate limit or the Products -Completed Operations Ag- gregate limit, whichever is applicable; and MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., Page 11 of 12 with its permission. b. Such payments shall not reduce any Each Location or Each Project Aggregate limit. 3. When coverage for liability arising out of the "products -completed operations hazard" is provided, any pay- ments for damages because of "bodily injury" or "property damage" included in the "products -completed opera- tions hazard" will reduce the Products -Completed Operations Aggregate limit, and not reduce the General Ag- gregate limit nor the Each Location or Each Project Aggregate limit. 4. If the applicable covered construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. 5. For the purposes of this section of this endorsement, "location" means premises involving the same or con- necting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. O. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Conditions: Your obligation to notify us as soon as practicable of an "occurrence", offense, claim or "suit" is satisfied if you send us written notice as soon as practicable after any of your "executive officers", directors, partners, insurance man- agers or legal representatives become aware of or should have become aware of such "occurrence", offense, claim or "suit" P. UNINTENTIONAL FAILURE TO DISCLOSE ALL HAZARDS The following is added to Condition 6. Representations under Section IV - Commercial General Liability Conditions: If you unintentionally fail to disclose all hazards prior to the beginning of the policy period of the Coverage Form, we shall not deny coverage under this Coverage Form because of such failure. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us under Section IV - Commercial General Liability Conditions: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or or- ganization and included in the "products -completed operations hazard". This waiver applies only to the person or organization with whom you have agreed in a written contract prior to an "occurrence" to waive such rights. R. LIBERALIZATION The following is added to Section IV - Commercial General Liability Conditions: Liberalization Clause If we adopt any revision that would broaden coverage under this Coverage Form without additional premium, the broadened coverage will immediately apply to this Coverage Form as of the day the revision is effective in your state. S. MENTAL ANGUISH RESULTING FROM BODILY INJURY Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, including mental anguish or emotional distress re- sulting from any of these; and b. Death resulting from bodily injury, sickness or disease. T. BROADENED DEFINITION OF MOBILE EQUIPMENT The following is added to Paragraph f.(1) of Definition 12. "mobile equipment": This shall not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. All other terms and conditions remain unchanged. MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., Page 12 of 12 with its permission. CONTRACT TRANSMITTAL FORM (Attach to Documents dropped off to City Clerk's Office) Date: September _, 2019 From (Dept.): Housing Authority Submitted by (First, Last Name): Angelita Palat219 Vendor: CSA San Diego County Resolution: YES - 20100 3 Originals Provided to City Clerk Department has copy Vendor has copy ti 1,1AL cis... 41/l0s,„„..,„„mn h October 3, 2019 Ms. Estela DeLosRios CSA San Diego County 131 Avocado Avenue El Cajon, CA 92020 Dear Ms. DeLosRios, 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 On July 1st, 2019, an Agreement was entered into between the City of National City and CSA San Diego County. We are enclosing for your records a fully executed original Agreement. Sincerely, fin Michael City Clerk Enclosure Dalla, CMC