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HomeMy WebLinkAbout2021 CON SBCS NCPD Services - Domestic Violence Response TeamDo u ign Envelope ID: 7 7D -F9 O-414 - O -E4 41OD7 5E4E AGREEMENT BETWEEN CITY OF NATIONAL CITY AND SBCS CORPORATION FOR NATIONAL CITY POLICE DEPARTMENT SERVICES: DOMESTIC VIOLENCE RESPONSE TEAM THIS AGREEMENT FOR NATIONAL CITY POLICE DEPARTMENT SUPPORT SERVICES: DOMESTIC VIOLENCE RESPONSE TEAM ("Agreement") entered this 1st day of July, 2021, by and between the City of National City, a municipal corporation (herein called the "Grantee"), and SBCS, 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 National City Police Department Support Services: Domestic Violence Response Team in a manner satisfactory to the Grantee and consistent with ally 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 o f eetives: 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 particular urgency, as defined in 24 C.F.R. 570.208. The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet the National Objective of benefiting low- and moderate -income persons. C. Levels of econplishment 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 a more specific description of the level of project and program services. D. Staffing: Subrecipient shall be responsible for staff and time allocated to each activity, as set forth in Exhibit A, attached hereto and incorporated herein. CDBG Program Agreement Page 1 of 18 City of National City Dowu i n Envelope ID: ' 7 7D -F 0-414 -A OA E4 41 DD1 E4E E. ?erformanee 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). IL TIME OF PERFORMANCE Services of the Subrecipient shall st day of June, 2022. on the 1st day of July, 2021 and_endon the 30th 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 t 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 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 A 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 twenty thousand dollars and fifteen cents 20,000.15). Drawdowns for the pa ment 'of eligible expenses shall be made on a monthly basis (as described in Exhibit 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. Zoo 302. Payment shall be contingent upon HUD's delivery of payment to the City. V. NOTICES S Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or email. 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: To GRANTEE: Housing Programs Manager National City Housing Authority CDBG Program Agreement Page 2 of 18 City of National City Do wSi n Envelope ID: 87 7 70 -F 0-414 - O -E4 410Dt E E City of National City 1243 National City Boulevard National City, CA 91950-4397 To SUB RECIPIE T: Valerie Brew Department Director SBCS 430 F Street Chula Vista, CA 91910 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 to, create or establish 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 Subrec.ipient is an independent contractor. 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. The grantee will cooperate reasonably in 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. CDBG Program Agreement Page 3 of 18 City of National City Do u ign Envelope ID: 7 7 7D -1= 0-4148- DA-E4 41OD1 E4E 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. E. 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: T 1. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. 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 claim/$4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. , 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 reuired insurance coverage is provided on a "claims made" rather than "occurrence" form, the Subrecipient shall maintain such insurance coverage for three years after the 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. CDBG Program Agreement Page 4 of 18 City of National City DowSign Envelope ID: 7 787D -F 0-414 -A OA-E4541OD1 E4E 8. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City eo 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 the National City Risk Manager approves. 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. 25`2 , and C.F.R. Part 200, Appendix II Bonding and Insurance. F. Grantee rlit : The Subrecipient shall ensure recognition of the Grantee's role in providing services through this Agreement. All activities, facilities, and items utilized pursuant to this Agreement shall be prominently labeled as a 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, approved, 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. CDBG Program Agreement Page 5 of 18 City of National City Dom Sign Envelope ID: 7 7D -F 80-414 -A OA-E4 41 DDI E4E 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 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 a written amendment signed by both Grantee and Subrecipient. IL Sus ae i _ r T r . b ; 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: I. 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, ofthe Subrecipient to l "ill 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 IIB, to terminate this Agreement immediately or withhold payment of an invoice for the failure of the S BRECIPIENT 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, final payment may be made to the S B ECIPIENT 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 Subrecipient, 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, i, in the case of 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 subrecipient agree to provide written notice to the other party thirty days prior to the effective date of any termination, in whole or part, for convenience. In the event that HUD rithdraws any portion of the City's CDBG funds, the City shall not be CDBG Program Agreement City of National City Page 6 of 18 Do Sin Envelope ID: 876 87D8-F 80-414 - O -E4 41ODI5E4E obligated to reimburse the Subrecipient or subcontractor for any activity expense incurred or otherwise. The City will notify the Subrecipient or subcontractor if such an 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. 2 o. o — 09 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.F .2 C.F.R. Part 200, and, in particular, the Cost Principles" described in Subpart .E of Part 200. B. Documentation and Recorcl-Keep_ing 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; 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.F. 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 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 f al 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 years, 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 CDBG Program Agreement Page 7 of 18 City of National City C oow ign Envelope ID: 7 7D -F 0-4148-A O -E4 41ODI E4E 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 r 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. . 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. The Subrecipient must fully clear any deficiencies noted in audit reports 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 the current Grantee policy concerning subrecipient audits and 2 C.F.R. 200. 7. Additional Documents.: Subrecipient agrees to reference Exhibit C to administer the program and provide a list of its Board of Directors and Corporate By -Laws, and any additional documents, as required in Exhibit D 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. 70. 00 a generated by activities carried out with CDBG 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 CDBG Program Agreement Page 8 of 18 City of National City D w ign Envelope ID: 7 D -E 0-4148-A9O -E4 410D1 E E advances from the U.S. Treasury and 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 exceed actual cash requirements. The Grantee will adjust payments in accordance with the 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 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 the 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. 1 —32 . 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 e.piratio., 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 CDBG Program Agreement Page 9 of 18 City of National City Dow Sign Envelope ID: 8 787D -F 0-414 -A 0A-E4 41OD1 E4E until five years after the 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 the acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five(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 Cr 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. 'III. RELOCATION REAL PROPERTY AC UISITION AND ONE-FOR-ON 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, 57 , (b); (b) the requirements of 24 C.F.R. 57 , e governing the Residential Anti -displacement and Relocation Assistance Plan under Section 1 4 d of the HCD Act; and (c) the requirements in 24 C.F.R. 57.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, o b 2 that are displaced due to acquisition, rehabilitation, demolition, or conversion for a CDBG-assisted project. The Subrecipient agrees to comply with applicable Grantee ordinances, resolutions, and policies concerning the displacement of persons from their residences. IX. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Ri2hts I !nplia n ; 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 1124 as amended by Executive Orders 11375, 11478, 12107 12086, and 42 U.S.C. 2000e. 2. Nondiscrimination: The Subrecipient agrees to comply with the nondiscrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 C.F.R. 570.607, as revised by Executive Order 1 279 and later amended in Executive Order 13559, The CDBG Program Agreement Page 10 of 18 City of National City Doeu i n Envelope ID: 8787D -F 0-4148- O -E4 410D1 E4E applicable nondiscrimination 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 1 (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 ariy 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, 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 T.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. The Grantee shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. B. Affirmative Action 1. Approved Plan: The Subrecipient agrees that it shall be committed to carrying 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 D, 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 percent (51%) 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 CDBG Program Agreement Page 11 of 18 City of National City Dowu i n Envelope ID: 87 7 7D -F O-414 - 9D -E4 41OD1 E4E 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 collectivebargaining 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 Su recipient's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. Equal Employment Opportunity and Affirmative..... Action (EEO/AA) Statement: The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions: The Subrecipient will include the provisions of Paragraphs IX.A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors. C. Employment Restrictions 1. Prohibited Activity: The Subrecipient is prohibited from using funds provided herein or personnel employed in the program' s administration for political activities; inherently religious activities; lobbying, political patronage; and nepotism activities. 2. Labor Standards: The Subrecipient agrees to comply with the requirements ents 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 USU.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 nting regulations of the U.S. Department of Labor at 29 C.F.R. Part 5. The Subrecipient shall maintain documentation that demonstrates compliance with the hour and wage requirements of this part. Such documentation shall be made available to the Grantee for review upon request. The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight units, all contractors engaged under contracts in excess of $2,000EOO 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 j ourney workers; provided that, if wage rates higher than those required under 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 CDBG Program Agreement Page 12 of 18 City of National City Dom Sign Envelope ID: 67 7D -F 0-414 -A90A-E4 410D1 E4E 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: If applicable under 24 C.F.R. §75.3, then pursuant to 24 C.F.R. 175.27, Su ripl nt (and, if indicated below, City) shall comply with the following "Section 3 Clause" a. The work to be performed under this Agreement is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 USC 1701u (Section 3), The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. b. The Parties to this Agreement agree to comply with HUD's regulations in 24 C.F.R. Part 75, which implement Section 3. As evidenced by their execution of this Agreement, the Parties to this Agreement certify that they are under no contractual or other impediment that would prevent them from complying with the Part 75 regulations. c. Subrecipient agrees to send to each labor organization or representative of workers with which Subrecipient has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of Subrecipient's commitments under this Section 3 Clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each, the name and location of the Person(s) taking applications for each of the positions and the anticipated date the work shall begin. d. Subrecipient agrees to include this Section 3 Clause in every subcontract subject to compliance with the regulations in 24 C.F.R. Part 75, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 Clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 75. Subrecipient will not subcontract with any subcontractor where Subrecipient has notice or knowledge that the subcontractor has been found in violation ofthe regulations in 24 C.F.R. Part 75. e. Subrecipient will certify that any vacant employment positions, including training positions, that are filled 1 after Subrecipient is selected, but before this Agreement is executed, and 2 with persons other than those to whom the regulations of 24 C.F.R. Part 75 require employment opportunities to be directed, were not filled to circumvent Subrecipient's obligations under 24 C.F.I. Part 75. CDBG Program Agreement Page 13 of 18 City of National City Doou ig n Envelope ID: 7667 7D -F 8OW414 WA OA-E4 41 OD 1 E4E f. Noncompliance with HUD's regulations in 24 C.F.R. Part 75 may result in sanctions, termination of this Agreement for . default, and debarment or suspension from future HUD assisted agreements. g. With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) the Indian Self -Determination and Education Assistance Act (25 USC 450e) also applies to the work to be performed under this Agreement. Section 7(b) requires that, to the greatest extent feasible, (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this Agreement that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). h. Subrecipient shall document its good faith efforts to comply with the terms and conditions of the above Section 3 Clause and furnish such documentation to City, upon request. 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. 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 ensure 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. CDSC Program Agreement Page 14 of 18 City of National City Do u ign Envelope ID: 87 787D8-F989-4148- 90 -E4 41OD1 E4E 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 ofTitle V of the U.S.C. 5 S.C. 1501 — 1508). . 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 ofconduct 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 the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. c. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or Agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have a 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 Federally 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 her 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, CDBG Program Agreement Page 15 of 18 City of National City Doou 's n Envelope ID: 7 7 7D -I^ 0-441-A90A-E4 4.1OD1 E4E "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 sub awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly: . Lobbying C ifi ation: This certification is a material representation of the fact upon which reliance was placed when this transaction was made or entered. 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 $100,000for 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. elx l us Activities: The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 C.F.R. 570.2000, such as worship, religious instruction, or proselytization. X. ENVIRONMENTAL. CONDITIONS A. Air and Water: The Subrecipient agrees to comply with the following requirempnts 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, et seq., as amended, 33 U.S.C. 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 (42 U.S.C. 7401 et, seq. and Section 308 (33 U. S . . 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 1 7 (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 subj ect to HUD Lead -Based Paint Regulations at 24 C.F.R. 570.608, and 24 C.F.R. Part 35, CDBG Program Agreement Page 16 of 18 City of National City Do u ign Envelope ID: 707 7D -F -414 - O ,E4 41ODI E4E 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. I . Historic Preservation: The Subrecipient agrees to comply with the Historic Preservation requirements set forth in .e National Historic Preservation Act of 1966, as amended U.S.C. 100101 et..s q. 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 concur'ene 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 pails 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 invalid, the Agreement shall be construed as not containing such revision, and all other provisions that are otherwise lawful shall remain in full force and effect, and to this end, the provisions of this Agreement are severable. XV ATTORNEYS' FEES In the event any legal action or proceeding is commenced to interpret or enforce the terms of, or obligations arising out of, this Agreement, or to recover damages for the breach thereof, the party prevailing in any such action or proceeding shall be entitled to recover CDBG Program Agreement Page 17 of 18 City of National City Do mSi n Envelope ID: 876787D3-E S0µ414-A9OA-E4541 CD15E4E from the non -prevailing party nil reasonable attorneys' fees, costs, and expenses incurred by the prevailing party. .VI. 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 an prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the Grantee and the Subrecipient with respect to this greement. ATTACHMENTS CHMENT Exhibit A -Scope of Services and Budget Exhibit B-Board of Directors and Corporate Bylaws Exhibit C-Technical Assistance Materials Exhibit D-Affirmative Action Policy IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year fist above written* CITY OF NATIONAL CITY By: Cs (or-, oration signatures ire of two corporate officers required) (Partnership oor Sole proprietorship — one signature) By: D cualgned by: 6artilAv Flo PifiF0911t04401405 . lej an • a Sotelo Solis, Mayor Kathryn Lembo Kathryn Lembo APPROVED AS To FORTY (Print) 2/9/2022 President and CEO t Vilify? By: IME!EBF285CFNEE (Name) Ism na v ld z (Print) 2/10/ 0 2 (Title) CDBG Program Agreement City of National City Page 18 of 18 DocuSign Envelop ID 76787D3-F 80-4148- 9OA-E45410D15E4E Exhibit SCOPE OF SERVICES NATIONAL CITY POLICE DEPARTMENT 1T SERVICES: DOMESTIC VIOLENCE RESPONSE TEAM Subrecipient shall provide National City Police Department Services: Domestic Violence Response Team Program in accordance with the U.S Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) Program regulations and CDEIG Program Guidelines found on the Naional City website t www.nationalcityca.gov/CDBG-HOME. The CDBG Program is governed b ► the Code of Federal Regulations (CFR) Title 24 Part 570. A. GOALS AND DELIVERABLES/OUTCOMES: Subrecipient shall accomplish the project described herein to meet the following: 1 Eligibility Citation: 24 CFR 57.01 e 2) National Objective: Low -moderate income limited clientele 24 CFR 570.20 (a) i A 3) Consolidated Plan Goal: Provide Community and Supportive Services 4) Summary of Project goals and deliverables/outcomes: This narrative will be inserted into the Periodic Performance Report. Summary of Project: The program will assist the National City Police Department (NCFD) and domestic violence victims in retaining safe and stable housing and access the services necessary to deal with the trauma of victimization. DVRT provides 4/7 response to 911 police calls for domestic violence and includes on call Advocates. The program provides and coordinates a continuum of services to the children and families identified by the project which may include: crisis intervention, assessment, case management, individual, group and family counseling, confidential shelter, transitional housing, and assistance with temporary restraining orders or referral to a temporary restraining order clinic. Project staff will be readily available to the National City Police Department for service provision through providing 4-hour/7 days a week on -call staff (Domestic Violence Response Team) to respond to the scene of domestic violence, to assess for risk of abuse and to assess for the safety of the victim and the victim's children. CDBG funding is requested in the amount of .0 ,000.15, which will help to cover the cost of 50% of the Family Development Associate's Salary 1 , .4) and Fringe Benefits Cost at 0 (S4614.69 . Goals and Outcomes: DVRT assists the NCPD and DV Victims to retain safe and stable housing and access the services necessary to deal with the trauma of victimization. Success of the program is measures through completion of the following objectives: • 100% of victims will have access to safety planning services; 100% of victims will have access to group and individual counseling; 100% of victims will have access to referrals for shelter and legal services. SBCS will serve at least 95 unduplicated households in 2021-2022 with CDBG funds. Doou ign Envelope ID: 87787D -F9 0-414 - OAWE4 410D1 E4E Exhibit A 5) Project Reporting Requirements: Periodic Performance Reports are required. A narrative of the services provided, progress towards meeting the timeline goals, and performance measures are required. The narrative should include the number of National City clients served during the reporting period. Failure to submit reports in a timely manner will result in withholding of CDBG funds until the report has been submitted. Quarterly reporting due dates are below. Reports are due no later than 15 days after the end of the reporting month unless the due date lands on a weekend, at which time the due date is advanced to the following business day. Quarterly Performance Reporting Periods July 1 to September 30 October 1 to December 315 2021 January I to March 31, 2022 April 1 to June 30, 2022 Report Due Date October 15, 2021 January 15, 2022 April 15, 2022 July 155 2022* *Final quarter and year-end performance report are both due July 15, 2022. 6) Provide notification to Grantee of any audits or investigations, including results, findings, and/or liens. B. GENERAL AND SPECIFIC REQUIREMENTS: All activities performed under the agreement are subject to review and approval by the City of National City and the J.S. Department of Housing and Urban Development (HUD). 1) Estimated Time Schedule: Subrecipient will make all good faith and reasonable efforts to implement the project in compliance with the following estimated completion date or earlier: June 30, 2022. 2 Estimated Budget: Subrecipient shall make all good faith and reasonable efforts to complete the work under this Agreement within the estimated budget shown in the Project Operating Budget (Table A) and the Personnel Schedule (Table B). All CDBG funds should be billed quarterly. Reimbursement requests should be sent by the 1 th day of each quarter, For the Project Operating Budget (Table A), the Subrecipient shall provide the following supporting documentation with each invoice. a. Timesheets 3) Expenditure Standard,: To ensure effective administration and performance of approved CDBG projects and meet HUD performance standards, Subrecipient shall demonstrate reasonable progress on implementing the Project by expending all contracted funds pursuant to agreement terms. Funds should be expended by June 30, 2022. Exceptions to the expenditure deadline and adjustments to the budget using the CDBG must be stated in writing to the CDBG Program Administrator and kept on file. Do u i n Envelope ID: 7 7D -F 0-41 -A OA-E4 41ODI I;4E Exhibit 4) Acknowledgment ent f Funding: Subrecipient shall identify the City of National City as the source of funding or, if applicable, one of the funding sources in public announcements regarding the project. Acknowledgment of the City's funding role, for example, should be included in publicity materials related to the project. In addition, Subrecipient agrees that the CDBG Program Administrator shall be apprised of any special events linked to the project to make a review on what role, if any, the City would assume. C. DATA COLLECTION AND REPORTING REQUIREMENTS I Data Collection: Subrecipient is responsible for collecting, maintaining, and reporting income and ethnicity information for all persons/households served by the program. Subrecipient shall document all clients served to ensure that at least 1 % of those served are at or below 80% of the Area Median Income as established by the U.S. Department of Housing and Urban Development (HUD). This information n is to be collected, compiled, and submitted to the City of National City on the dates listed above under Project Reporting Requirements. All program files are to be held for five years. In addition, proof of supporting income verification documentation (third party verifications or source documents provided by beneficiaries) shall be submitted to the City of National City upon receipt of a written request and at the time of any monitoring of project records. The City of National City or HUD will sample, monitor, and validate the accuracy of the beneficiary certification reports. The CDBG Program Guidelines provide a sample form to assist the subrecipient in meeting this reporting requirement. Additional Reporting Requirements: Subrecipient shall submit to the City of National City in a timely manner other reports as requested/required by HUD and/or the City including, but not limited to, the Subrecipient/BubSubrecipient: Semi -Annual Labor Standards Enforcement Reports, Annual Minority Business Enterprise Activity Reports, and Section 3 Reports, and shall provide, as requested by HUD and/or- the City, information necessary to prepare the Consolidated Annual Performance and Evaluation Report (CAPER), Consolidated Plan, Annual Plan and other such reports and/or plans. 2 Report dates are as follows: Fie * ort Fie • ortin • Period s Due to Cit Semi -Annual Labor Standards Enforcement Report- Form 4710 (if applic ble October 1st to March 31st April 1st to September 30th April 3rd October 3rd Minority Business Enterprise Activity Report- Form 2516 (if applicable) October 1st - September 30th October 'loth Section 3 Report (if applicable) July'l st - June bothAugust 24th 3 Subrecipient may be requested to provide additional data to the City in response to a county, state, or federal inquiry request. If this situation should arise, the subrecipient shall provide the City with the requested data. Do usi n Envelope ID: 7 7 7D3-F - 14 -A OA-E45 1ODI5E4E Exhibit A TABLE A Sources of Funds (please specify) Total Project Cost Budget Categories D FundsOther Federal: Amount Status* Amount Status* Department Director 5% $7,76225 C $7,762.25 DVRT T Program D i re cto r@ 20 o $17,400.00 C $17,400.00 Family Dev Assoc @ o% $15,385.46 C $6,03854 C $21,424.00 Fringe Benefits @ 30% $4,614.69 C $9,360.24 C $13974.93 Supplies $1,008.00 C $1,008.00 Insurance $1,068.00 C $1,068.00 Printing $504.00 C $50400 Utilities & Phone $936.00 C $936.00 Mileage $1,044.00 C $1,044.00 $0.00 $0.00 $0.00 Totals: $20000 .1 kx "v': $45,121.03 $65 TABLE B (Fringe Benefits not included in schedule.) E to ee Name / Potin T�t�e Percentage of job time the position spends on the program � � Funded thr Fred i"otal gala Amount __... Gio an a Manto ra# Associate TOTALS: $1 ,3.4 $,3.4 $1 ,424.0 DocuSr n Envelope ID: 8 6787D-F980-4148-A9OA-E45410015E4E Ceanne Guerra Cox Communications 5651 Copley Dr San Diego, CA 92111 (858) 836-7306 wk (619) 227-3018 cell Ceann . uerra cox.corn Sean Kilkenny Dudek 605 Third Ave Encinitas, CA 92024 (760) 479-4246 wk (858) 357-5417 cell ski Ikennydude'k. corn Maria M o ra 1265 Calla Ave Imperial Reach, CA 91932 (619) 207-8176 hrn mary n '1 vaho .corn Bill Ostrern hillostrern@cutlook.com Past Chair Chair SBCS Board of Directors 2021 Diane Mueller Tucker Sadler Architects, Inc. 1 620 5th Ave Suite 200 San Diego, CA (619) 236-1662 x110 wk (619) 838-6530 cell dmueller(tuckersadler.corn ,.�C. Burtado-Prater 2743 White Pine Court Chula Vista, CA 91915 (619) 402-3382 ict her rtadoprate r. corn Nick Franco 717 E Avenue Coronado, CA 92188 (619) 300-8888 francosmailb x ;gmaiI,corn Rachel Gregg San Diego State University 619-504-2078 office rareaq sdsu.edu Past Chair Kevin O'Neill 621 Del Mar Avenue Chula Vista, CA 91910 19 843-9924 cell Term 01 /18-01 /20 mkocci(att.net Secretary Maria Guasp 3634 7th Ave Apt. 7-BC San Diego, CA 92103 (619) 888-8134 cell mariaquasp :moc.corn David Bejarano 4389 Coiling Road East Bonita, CA 91920 (619) 421-0201 bejaranoscox.net Audit Committee Chair Vice Chair Exhibit B Do u ign Envelope ID: 7 7 7D3-F9 0-414 -9OA-E4 419DI E4E Exhibit B AMENDED AND RESTATED BYLAWS OF SOUTH BAY COMMUNITY SERVICES, A California Nonprofit Public Benefit Corporation . ; a DocuSign Envelope ID: 7 T 7D -F9 0-414-A90A-E4 4IODI E4E Lim FENDED AND RESTATED BYLAWS OF SOUTH BAY COMMUNITY SERVICES TABLE OF CONTENTS Exhibit B ARTICLE 1 - PURPOSE AND ICES 1 Section 1.1 Objectives and Purposes 1 Section 1.2 Principai It r#trrt.trt+*a#,.�1.#+# tr! ■.#e■.■■!■.si Section 1.3 Other Offices ARTICLE 2 - MEMBERS .,. ■ i r i i Y Y## Y k i i# 1 Section .1 Members 1 Section 2.2 Honorary Member. ARTICLE 3 - BOARD OF DIRECTORS Section 3. Section . Section 3. Section 3. Section 3 Section 3 Section 3 Section 3 Section 3 I General Corporate Powers#++r#,.#,,.�.#7►# IF�i►Ii• ,.*f91a11#� Y ..r# Specific wrs. 3 Number of Directorst r*......... 4 Qualifications of Board Members .5 Restriction on Interested Directors # , . # t • i Y 3 .6 Election o Directors and Term f Office i7 Vacancies rt iir# ..tiiti♦..i4l1.#,,.+♦ #Mi# 3 .8 . sigi ra on l . .... 4 .1 1 . ' i 7 • i # r k .9 Removal Section 3.10 Filling of Vacancies Section 3.11 Annual Meeting. Section . 12 Regular Meetings . a Section 3.13 Special Meetings t t. Section 3.14 Place of Meeting# }. Section3.15 Notice of Meetings . llllll i•I OOOOO 10110*, OOOOOOOOOO 4444144444 •#rii.#.# l#a141 Section 3.16 Consent to Meetings; Waiver of Notice Section 3.17 Quorum. Section .1 Conduct of Meetings Section 3.19 Proxy Voting Prohibited Section 3.20 artiei .tion In Meetings by Communications Equipment. Section 3.21 .A j 4#1nment iii.rirA#t+. r.#r#■ Section ,2 Actions Without a Meeting Section 3.23 Reimbursement and Compensation it#r Section .24 Y'F V V Liability Section 3.25 Standard Conduct uct. t++t + .T,5 5 5 5 6 ARTICLE - COMMITTEES r# ilrawi ie A91.*111w1TT9M49+*+t +}k*a..rl4 !1... 6 6 6 7 7 Section 4.1 Committees of irector E:MCS\OeneraNAgt\SBCS E3ylaws Amended and Restated v 3adocx Do m ign Envelope ID: 7 7 7D -F 0-414 -I 9O -E4 41OD1 E E Exhibit B Section 4.2 Executive Committee..*� Section 4.3 Compensation Committee and Compensation Review.! Section 4.4 Advisory Committees, Section .i Audit Committee#!!* #! .. ■i.■ ii#i Section 4.6 Additional (Ioxiiiiitt # • f i 4 L• • i rt F ! Section 4.7 Meeting and Action of Committees 10 ARTICLE - OFFICERS ¢ 10 Section 5.1 Officers 10 Section 5.2 Subordinate Officersi ` fT,###!P# .si 1,!P1 F#ei1 !77 FiYt 10 Section 5:3 Eleotionand Appointment of Officers, # . ! ! 10 Section . Chdir of the Board 4 4L, . { # , .. ! ,10 Section . Vice Chair of the Board , * 10 Section 5.6 President/Chief Executive Officer { y f 1 Section 5.7 , Chief Secretary . ../ii#/#.liFaiiki!■ .Tli,i«,.T#tT■F#!.T#}.7.Tf.a■#■ *.i•Y•J4.4Y♦ #tf II Section.Financial a i Officer 11 Section 5.9Removal 1 Section 5.10 Resignation ##fA# #F# ♦isi i#Itfr# 4IiI1t141,# 12 Section 5.11 Vacancies r i•# F. i i . i i# i i s# i.# i# i s 7 i i+ i } +• # y w. 12 ARTICLE - RECORDS AND REPORTS .. 4. T. 12 Section 6.1 Maintenance of Articles and Bylaws 12 Section 6.2 Maintenance of Other Corporate . ord , .r.i■..i■ ,.,.#Y..M.# 12 Section .3 al Report . ■Y 1T■7+ 4w#Twt TitTi4Ta}tT*# + 1 3 Section 6.4FinancialAudit d i 13 ARTICLE R - ENDEMNIFICATION 14 Section 7.1 Definitions ti** 1F*r.i ftliRrRa 1*!#■ +Tf# f#f 14 Section 7.2 Indemnification in ctio . by ird Parties. ja.i.a 14 Section 7.3 Indemnification in Actions by or in the Right of the Corporation f 14 Section 7.4 Indemnification Against Expenses, „ 15 Section 7.5 Required Deterininations. 15 Section 7.6Advance of x e e15 Section 7.7 Other Indemnification 15 Section 7.8Forms of Indemnification not Permitted. i ii*i./! .ii*L/\/w/./ii.fYiwi4i ion*#*1.y1 1!#i. / 16 Section 7.9 Indemnification Not Exclusivei # .; .. i... # # .6 Section7.10 Insurance # #!#. a.#!!! i!#Yi#F• 4#anti#Liy4 ii F./tii# 16 Section 7.11 Nonapplicability to Fiduciaries of Employee Benefit Plans, 16 ARTICLE - CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS 16 Section 8.1 Contracts withDirectors and Officers Section 8.2 Loans to Directors and Officers 17 ARTICLE - FISCAL YEAR 17 ARTICLE 1 0 - GENERAL PROVISIONS , • a . , �.... t s ! # 17 Section 10.1 Electronic Transmission,.... # .. a 17 ZASBCS\General\AgASBCS Bylaws Amended and Restated v 3.doox Doww i n Envelope ID: 7 7 D-F980.414 - O -E4 41 DDI E4E Exhibit B Section 10.2 Voting Shares. 411 ~. 17 Section 10.3 Checks, Drafts Etc, 4..•1..*wl 40I4...li#..404004040441 4.4414#4.#y.lab•i■.434a14*044&Ri.. 18 Section 10.4 Endorsement o o ien ; Contracts. R#, ■4444444 $0610ra SO*0$....f414.11 4.i.,,i. 18 Section 10.5 Construction and Definitions. .. .ft4■4rs1##..... 0410 18 Section 10,6 Gender. . . tV•d li IF..wi I. ... 4a ■i # *id 4 N44.44. * 18 ARTICLE 11 -- AMENDMENT . I R ,1, i 1 ■ 4 , i c . 4 w , 18 CERTIFICATE OF SECRETARY REGARDING BYLAWS ....1 a . R .... . 1 8 i i 1 r 4 i i 4-0 S*14144l.'S #T i00000047r;Ra ZASBCSIGerieraMOSBCS Bylaws Amended and Restated v 3,doex Docu i n Envelope ID: 87 7 7D -F9 0-414 -A OA-E4541ODI5E4E AMENDED AND RESTATED BYLAWS of SOUTH BAY COMMUNITY SERVICES ARTICLE 1 - POSE AND OFFICES Exhibit B Section 1.1 Objectives n Purposes. South Bay. Community Services (the "Corporation") has been formed under the California Nonprofit Public Benefit Corporation Law for the purposes stated. in the Articles of Incorporation, as amended. The Corporation and all of its businesses and other activities are to be operated and conducted in the promotion of its charitable objectives and purposes as specified in its . rtlel s of Incorporation, and in the conduct of its affairs the management, shall at all times be mill of these charitable objectives and purposes. Section 1.2 Principal office. The principal office of the Corporation shall be located at 1124 Bay Boulevard, Suite D, Chula Vista, in San Diego County, California. The Board of Directors ("Board") of the Corporation is hereby granted full authority and power to change the principal ofCice from place to place as it is deemed necessary. Any such change of location may be noted in these Amended and Restated Bylaws ("bylaws") the Secretary opposite this Section 2.2, or this Section may be amended to state the new location. Section 1.3 Other offices. The Board may at any time establish branch of. es at any place or places where the Corporation is qualified to conduct its activities, in order to advance the proper purposes of the Corporation. ARTICLE - MM� Section 2.1 Members. There shall be no voting members of the Corporation within the meaning of the California, Nonprofit Corporation Law, Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval by the Board of Directors. All rights which would otherwise vest in the members rs shall vest in the Board, of Directors, Section 2.2 Honorary Members. The Board of Directors may, by appropriate resolution, From tine to time define and establish honorary members, auxiliaries, friends, and other support groups /for the Corporation. None of such honorary members, auxiliaries, friends or groups, or the constituents thereof, shall be or have the rights and privileges of "Members" within the meaning of Section 5056 of the California Nonprofit Corporation Law with respect to the Corporation. .1 li:%BCS\GeneTal\AgriSBCS Bylaws Amended and Restated v 3.docx Do w ign Envelope la 7 37D3-F98O-414 -A O -E4 41OD1 E4E ARTICLE 3 - BOA of DIRECTORS Exhibit B Section 3.1 General Corporate Powers. Subject to any limitations in the Articles of Incorporation, these bylaws and the California Nonprofit Public Benefit Corporation and any other applicable laws, the business and affairs of the Corporation shall be n anaged and all corporate powers shall be exercised by or under the direction of the Board of Directors. In furtherance of such powers, the Board of Directors shall establish corporate policies for the direction and guidance of the Executive Committee, if any, the officers, and the management of the Corporation, and to formulate the basic rules and regulations governing the operation and management of the Corporation. Section 3.2 ,S,Apecific Powers.. Without limiting its general powers, the Board shall have the power: (a) To select and remove any and all officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with the California Nonprofit Corporation Law, the Articles of Incorporation or these bylaws, and fix their compensation, if any; (b) Change the principal executive office or the principal business office in the Sate of California from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency, or country, and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting; (c) borrow money and incur indebtedness on behalf of the Corporation and to cause fo be executed and delivered for the Corporation's purposes, in the Corporation's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt; (d) To appoint an Executive Committee and other committees, and to delegate any of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, subject to the limitations set forth in Section 4.I of Article 4 of these bylaws. Section 3.3 Number of Directors. The number of Directors shall be not less than five (5) nor more than twenty (20). The exact number of ctors shall be fixed within those limits from time to time by a resolution of the Board of Directors, and such number, so fixed, shall be the authorized number of Directors for all purposes, including the term ation of a quorum. Section 3 1ualifications of Board Members. (a) Any person 18 years of age or older may be nominated or elected to serve as a Director. Directors need not be residents of the State of California. (b) At least o e third of the Board's Directors shall be residents of low-income neighborhoods, other low-income residents of theCorporation's targeted area, or elected representatives of low-income neighborhood organizations. a HASEICS\Cieneral\Agr\SBCS Bylaws Amended and Restated v 3idocx -2- Dow i n Envelope ID: 87 7 7D -F 0-414 -A 0A-E4 41 OD1 E4E Exhibit B Section 3.5 Restriction on Interested Directors. Not more than forty-nine percent (49%) of the persons serving on the Board of Directors at any time may be interested persons, An interested person is any person compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part -tie employee, independent contractor, or otherwise; (b) any shareholder, employee or officer of any corporation, or any member, employee, manager, or officer of any limited liability company, or partner or employee of any partnership, which has rendered compensated ensated services to the Corporation within the previous 12 months; and (c) any brother, sister, ancestor, descendant, spouse, brotherwinwia v, sister-in-law, mother-in-law, or father-in-law of any person described in (a) or (b) of these bylaws. Any violation of the provisions of this paragraph shall not, however, affect the validity or enforceability of any tremotion entered into by the Corporation, Section 3.6 Election of Directors and Term of Office. (a) Directors shall be elected by a majority vote of the Directors at each annual meeting, including the vote(s) of any Director whose term of office expires with that meeting; however, if any such Directors are not elected at any annual meeting and any vacancies exist, they may be elected at a regular board meeting or at any special board meeting held for that purpose, Each Director so elected shall serve for a tem of two 2 years or until the occurrence of one of the events specified in Sections 3.7 of this Article 3. Any Director elected to succeed a Director who leaves or is removed from office for any reason prior to expiration of his or her term shall serve the alai that term. In addition to annual meetings, Directors may be elected at any regular or special meeting of the Directors duly called and held. Directors may be elected for an uniiinitd number of successive terms. (b) The Chair of the Board shall be selected by a majority vote of the Directors following the election of Directors at each annual meeting. Section 3.7 Vacancies. (a) A vacancy or vacancies in the Board of Directors shall be deemed to exist at the occurrence of any of the following: (i) The death, resignation or removal of any Director; it The declaration by resolution of the Board of Directors of a vacancy in the office of a Director who has been declared of unsound mind by court order or convicted of a felony, or who has been found by final order or judgment of any court to have breached a duty under Corporations Code §5231, et seq. of the California Nonprofit Corporation Law; (lii) The vote of a majority of the Directors to remove any Director; (iv) Upon any Director's u .excu ed absence from three (3) consecutive regular Board meetings; 01) Whenever the fixed number of Directors is increased; -3 HASBCS‘Goneral‘AgASBCS Bylaws Amended and Restated y 3.doex Doc i n Envelope ID: 7 787D -F9 0-4'14 - 9D -E4 41 DD1 E4E Exhibit B (vi) Upon the expiration of the term of office of any Director; or, (vii) Upon the failure of the Directors at any regular or special meeting at which any Director or Directors ate elected, to elect the full number of Directors to be voted for at that meeting. Section 3.8 Resignation. Except as provided in this bylaw, any Director may resign by giving written notice to the Chair of the Board, if any, , or the Secretary. The resignation shall be effective upon receipt by the Chair of the Board or the Secretary unless the notice specifies a later effective date for the resignation. No Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs. Section 3.9 Removal. (a) Any Director may be removed, with or without cause, by the vote of the majority of the members of the Board of Directors at a special meeting called for that purpose, or at a regular meeting. b) Any Director who does not attend three successive Board meetings will automatically be removed from the Board without Board resolution unless: (i) The Director requests a leave of absence for a limited period of time, and the leave is approved by the Directors at a regular or special meeting. If such leave is granted, the number of Board members will be reduced by one in determining whether a quorum is or is not present. (ii)The Director suffers from an illness or disability which prevents him or her from attending meetings and the Board by resolution waives the automatic removal procedure of this subsection a iii The Board by resolution of the maj orl y of Board members agrees to reinstate the Director who has missed three meetings. Section 3.10 Filling of Vacancies. (a) All vacancies on the Board of Directors shall be filled by a aj o t of the remaining Directors though less than a 'quorum, or by a sole remaining Director. Each Director so elected to fill a vacancy shall hold office for the remainder of the predecessor's unexpired term and until the election of a successor as set forth in Section 3.6 of this Article 3. (b) If the Board of Directors accepts the resignation of Director tendered to take effect at a future me, the Board of Directors shall have the power to elect successor to take office when the resignation shall become effective. (c) No reduction in the number of Directors shall have the effect of removing any Director prior to the expiration of his or her term of office. -4- 1-1.,\SBCS\GeneraRAgr\SBCS Bylaws Amended and Restated v Idiom Do u i n Envelope 1D: 7 7D -F9 0-41 - 9O -E4 41OD1 E4E Exhibit 13 Section 3 Annual Annual__Maling. The annual meeting of the Board of Directors shall be held in the month of January of each year for the purposes of electing directors, electing or appointing officers, designating committees and the transaction . of such other business as may properly be brought before the meeting. Section 3.12 KquiliaLwINIssitim. Regular meetings of the Board of Directors shall be held at such time and place as the Board may fix from time to time provided, however, that regular meetings shall be held not less frequently then quarterly. Section 3.13 Special Meeting. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chair of the Board, the President, or any two Directors of the Corporation. Notices of special meetings shall be in accordance with Section 3.10. The party calling such special meeting shall determine the date and time thereof. Section 31 1 ee o Mectin . Regular meetings of the Board of Directors may be held at any place within or outside the State of California, as designated from. time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board shall be held at any place within or outside of the State of California, as designated in the notice of meeting o, if not stated in the notice or if there is no notice, at the principal office of the Corporation. Notwithstanding the above provisions of this Section 3,14, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all Board members, either before or after the meeting* Section 3.15 Notice of Meetings. Notice of the date, time. and place of meetings of the Board of Directors shall be given to each Director at least forty-eight hours before the date of the meeting if delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic mean, and at least four days before the date of the meeting if given by first class mail, postage prepaid, addressed to the Director at the address as it is shown upon the records of the Corporation, or if it is not so shown on such records, or is not readily ascerable, at the place in which the meetings of the Directors are regularly held, provided that such notice may be•waived by any Director as set forth in Section 3.16. Whenever any Director has been absent from any meeting of the Board of Directors, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such Director as required by the California Nonprofit Corporation Law and these bylaws. Notice of special meetings shall specify the nature of the business to be transacted. No items of business other than those specified in the notice of a special meeting may be transacted at a special meeting. Section 3.16 Consent to Meetings; Waiver of Notice. The transaction of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as though had at a. meeting duly held after regularregulax call and notice if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors entitled to vote, not present in person, signs or delivers a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. Such written waiver of notice or consent to the holding of such meeting may be in the form of an email or other electronic communication capable of IMBCS1General\AgASBCS Bylaws Amended and Restated v 3.doox .• =F r.,�. i a • ate.• Do m i n Envelope ID: 876787D3-F980-4148-A90A-E45410D15E4E E Exhibit 13 reproduction. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting need not be given to any Director who attends the meeting without protesting prior to or at the commencement of the meeting, the lack of adequate notice to such Director. Section 3.17 I uorum. At all meetings of the Board of Directors a majority of the Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business except to adjourn as provided in Section 3.21 of this Article . Every act or decision done or made by a majority of the Directors present at any time at which there is a quorum shall be regarded as the act of the Board of irectors, subject to the provisions of the California Nonprofit t Corporation Law. Notwithstanding the provisions of this Section 3,17, a meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of any Director, if y action taken is approved by at least a majority of the required quorum for such meeting. Section 3.18 Conduct „ M t l s, The Chair of the Board of Directors, or, in his or her absence, the Vice Chair, or, in his or her absence, any other person chosen by a majority of the Directors present shall be chairman of and shall preside over the meetings of the Board of Directors. The Secretary of the Corporation shall act as the secretary of all meetings, provided that in his or her absence, the Chair shall appoint another person to act as secretary of the meetings. The meetings shall be governed as the Directors shall agree; in the absence of such agreement, Robert' s Rules of Order, as may be amended from time to time, shall govern the meetings insofar as such rules are not inconsistent with or in conflict with these bylaws, the Articles of Incorporation, or the law. Section.319 Pron ,Voting l'roixibitedt, Voting byproxy shall not be permitted. p p Section 3.20 ParticipationIn Mectin s Commu t o s uipmept. Members of the Board of Directors may participate a meeting through use of conference telephone, electronic video screen communication, or similar communications equipment, so long as all members participating in such meetings can hear one another. Participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting. Section 3.21 Mimarment. . majority of the Directors present, whether or not a quorum is present, may adj o rn any Directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors unless the original meeting is a j ourned for more than twenty-four 4 hours. The time and place of the adjourned meeting shall be fixed at the meeting adjourned, except as provided in the next . sentence. If the original meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of adj o nment. This notice may be waived in the same manner as set forth . in Section 3.16. Section 3.22 Actions Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting and prior notice, if all members of the Board, individually or collectively, consent in writing or by electronic communication to that action. -6- HASBCSIGenerai\ADASBCS Byiaws Amendedand Restated v 3,docx Do mSi n Envelope ID: 8767871:13-F980-11.148-A90A-E45410D15BIE Exhibit 13 Such action by written consent or electronic communication shall have the same force and effect as any other validly approved action of the Board. Such written consent or consents or copies of any electronic communication shall be filed with the minutes of the proceedings of the Board. An electronic transmission consent to action to be taken shall be deemed to be written, signed and dated for purposes of this Section, provided that any such el otronic transmission is delivered with information from which the Board can determine (i) that the electronic transmission was transmitted by the Director and (ii) the date on which such Director transmitted the electronic transmission. The date on which such electronic transmission was transmitted shall be deemed to be date on which such consent was signed. For the purposes of this Section 3,22 only, "all members ers of the Board" shall not include Directors who have a material financial interest in a transaction to which to Corporation is a party. Section 3.23 Reimbursement and Cimisation. Directors may receive such reimbursement of expenses, as the Board may determine to just and reasonable to the Corporation at the time the resolution is adopted. Directors shall not otherwise be compensated. Section 3.24 Freedom from. Liabilitv. No Director of this Corporation shall be personally liable for the debts, liabilities, or obligations of the Corporation. Section 3.25 Standard_ of Conduct. Pursuant to Section 5231 of the California Nonprofit .profit Corporation Law, a Director shall perform the duties of a Director, including duties as a member, of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the Corporation and with such care, including . reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (a) One or more officers or employees of the Corporation whom the Director believes to be reliable and competent in the matters presented; (b) Counsel, independent accountants or other persons as to matters which the Director believes to be within such person's professional or expert competence; or (c) A committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as, in any such case, the Director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. AkTIC - COMMITTEES Section 4.1 Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the Directors then in office, designate one or more committees consisting of two or more irtors, and only of directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of a quorum of the Board. The Board may appoint one or more Directors as alternate members of any such committee, who 7 FIASBCS\General\AgASBCS Bylaws Amended and Restated v 3.docx Do u ign Envelope ID: 7 7 7D -F 0- 14 - O -E4 41ODI E4E Exhibit .B may replace any absent member at any committee meeting. Any member of any committee may be removed, with or without cause, at any time by the Board. Any committee, to the extent provided in the resolution of the Board, shall have all of the authority of the Board, except that no committee, regardless of the Board resolution, may: (a) Approve of any action or matter for which the California Nonprofit t Public Benefit Corporation Law also requires approval of the members or a majority of all members; • (b) Fill vacancies on the Board of Directors or on any committee that has the authority of the Board; (c) Fix any compensation of the Directors for serving on the Board of Directors or .n committees; (d) Amend or repeal the Articles of incorporation or bylaws or adopt new bylaws; (e) Amend or repeal any resolution of the Board that by its express terms cannot be amended or repealed by a committee; (f) Designate any other committee of the Board or appoint the members of any committee of the Board; (g) Authorize the expenditure of corporate funds to support a nominee for Director if more people have been nominated than can be elected; • (h) Approve any transaction W to which the Corporation is a party and as to which one or more Directors has a material financial interest, or (ii) between the Corporation and one or more of its Directors or between the Corporation and any corporation or firm in which one or more of its Directors has a material financial interest, Section 4.2 Executive Committee. The Executive Committee shall be a standing committee and shall consist of the Chair of the Board, 'the immediate past Chair of the Board, the Secretary, the Vice Chair, the Chair of Audit Committee, and such other Directors as may be appointed from time to time. All members of the Executive Committee must be members of the Board of Directors. The Chair of the Board shall be the chairman of the Executive Committee, The Executive Committee, unless limited by a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the Corporation between meetings of the Board; provided, however, that that Executive Committee shall not have the authority of the Board in reference to those matters enumerated in Section 41 The Executive Committee shall hold such meetings as shall be directed by the Board of Directors or called by the Chair of the Board at such times and places as may be convenient to conduct business. Each committee member shall have one vote and all matters shall be decided by a majority vote. A majority of the Executive Committee shall constitute a quorum. A member of the Executive Committee may not vote by proxy. All actions taken by the Executive Committee shall be reported at the next regular meeting of the Board of Directors. -8- HASBCS\General\AgriSBCS Bylaws Amended and hated v 3,doex Do Sign Envelope ID: 7 7 7D -F 0-414 - 0 -E4 410Dl E4E t Exhibit B Section 4.3 Com I° ensation Committee and Com'ensation Review. At any time this Corporation compensates its President or Chief Financial Officer, the Corporation shall have a Compensation Committee consisting of at least three Directors and exclusively of Directors. Directors who are also employees of the Corporation may not serve on the Compensation Committee. S bj ect to the foregoing, the Executive Committee may act in the capacity of the Compensation Committee. The Compensation Committee shall review, fix, and approve the compensation of the President and review and approve the compensation of the Chief Financial Officer. Section 4.4 Advisory Committees. The B o a d may establish one or more Advisory Committees to the Board. The members of any Advisory Committee may consist of directors or nondirectors. Advisory committees may not exercise the authority of the Board to make decisions on behalf of the Corporation, but shall be limited to making recommendations to the Board or the Board's authorized representatives and to implementing Board decisions and policies. Advisory Committees shall be subject to the supervision and control of the Board. Section 4.5 Audit Committee. e. t all times that this Corporation is required by applicable law to have an independent audit, or at any time the Corporation voluntarily chooses to do so, the Corporation shall have an Audit Committee consisting of at least two Directors and which may include nonvoting advisors. Directors who are employees of the Corporation or who receive, directly or indirectly, any consulting, advisory, or other compensatory fees from the Corporation (other than for service as Director) may not serve on the Audit Committee. The President and Treasurer, if also Directors, may serve on the Audit Committee only if such persons are volunteers and are not compensated by this Corporation. The Audit Committee shall perform the duties and adhere to the guidelines set forth from time to time by the Board. These duties include, but are not limited to: i assisting the Board in choosing an independent auditor and recommending termination of the auditor, if necessary, (ii) negotiating the auditor's compensation, (ill) confeaing with the auditor regarding the Corporation's financial affairs, and (iv) reviewing and accepting or rejecting the audit. Members of the Audit Committee shall not receive compensation for their service on xe Audit Committee in excess of that provided to Directors `or their service on the Board. If the Corporation has a Finance Committee, a majority of the members of the Audit Committee may not concurrently serve as members of the Finance Committee, and the Chair of the Audit Committee may not serve on the Finance Committee. Section 4.6 Additional Committees* The Board of Directors may appoint one or more additional committees, each consisting of two 2 or more Directors and such other persons as the Board may specify, to serve at the pleasure of the Board of Directors* Any such committee must be created, and the members thereof appointed by resolution adopted by a naafi on r of the authorized number of Directors then in office provided a quorum is present The Board of Directors may appoint, in the same manner, alternate members ers of any committee who may replace any absent member at any meeting of the committee. All. members of all committees shall serve at the pleasure of the Board of Directors. The Board of Directors shall have the power to prescribe the manner in which proceedings of a.y such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of Article 3 applicable to meetings and actions of the Board HASBCSWeneral\Agr\SBCS Bylaws Amended and Restated v 3.doex Do m i n Envelope ID: 7 7D -F9 0-414 -90 -E4 41OD1 E4E Exhibit B of Directors. Minutes shall be kept of each meeting of each committee. The Board. of Directors may delegate to any such committee any of the authority of the Board of Directors except as provided in Section 4.1 of this Article 4. Section 4.7 Meetin and ct to mr t * Meetings and actions of committees of the Board shall be governed by and held, in accordance with the provisions of these bylaws concerning meetings and other board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by board resolution or, if there is none, by resolution of the committee of the Board. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the goverment of any committee, provided they are consistent with these bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules. ARTICLE - OFFICERS Section 5.1 Officers. The officers of the Corporation shall be a Chair of the Board, a President (who may also be referred to as the Chief Executive Officer), a Vice Chair of the Board, a Secretary, a Chief i ncia Off e r, and any other officers with such titles as the Board of Directors may appoint from time to time, including, but not limited to, assistant officer, assistant secretaries, and vice presidents. Any number of offices may be held by the same person except that the Secretary or Chief Financial Officer may not serve concurrently as the President or Chair of the Board. Section 5.2 Subordinate Officers. The Board of Directors may elect or authorize the appointment of such officers other than those hereinbefore mentioned as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as arc provided in these bylaws, or as the Board of it tors may from time to time authorize or determine. Section 5 Election and Ap o W .t of officers. Except as otherwise provided for herein, the officers of the Corporation shall be chosen annually by the Board of Directors and shall serve at the pleasure of the Board subject to the rights, if any, of any officer under any contract of employment. Notwithstanding the foregoing, the President is . owered to appoint the Chief Financial Officer of the Corporation. Unless the Board otherwise decides, the officers shall serve for a term of one year and until their successors are elected or appointed. The Board of Directors shall appoint such temporary or acting officers as may be necessary during the temporary absence of disability of regular officers. Section 5.4 Chair _ off_ the Board. The Chair of the Board, if present, shall preside at all meetings of the Board of Directors mid Executive Committee, appoint the chairs of all committees, serve as an ex-officio member of all committees, and exercise and perform such other powers and duties as may from time to time be assigned by the Board of Directors. Section 53 Vice Chair ofthe _Board. In the absence or disability of the Chair of the Board, the Vice chair of the Board, if appointed, shall perform all of the duties of the Chair of the Board, and when so acting shall have all of the powers of, and be subject to all of the l 0- HASBCS‘General‘Agr\SI3CS Bylaws Amended and Restated v 3.docx Do u i n Envelope ID: 7 7 7D -F 0-414 - O -E4 410D1 E4E Exhibit B restrictions upon, the chair of the Board. The Vice Chair of the Board shall have such other powers and perform such other duties as from time to time may be prescribed for the Vice chair by the Board of Directors or the bylaws. Section 5.6 President/Chief Executive__Officer. The President (who may also be referred to as the Chief Executive Officer) shall be employed by the Corporation as the Chief Executive Officer of the Corporation, and shall administer its affairs and have general supervision, direction and control of the business and affairs of the Corporation, subject to policies and procedures approved by the Board. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws. The President's specific responsibilities shall include general management, general direction of the programs of the Corporation, fund raising, whether for capital, endowment or current purposes, budget preparation and control, management and supervision of personnel, and development of public relations. The President shall be responsible to the Board of Directors, and his or her salary shall be fixed by the Executive Committee. The President shall see that the Board is advised on all significant matters of the Corporation's business and shall see that all orders and resolutions of the Board are carried into effect. The President shall be empowered to act, speak for, or otherwise represent the Corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the Articles of Incorporation and these bylaws, The President shall have the responsibility of selecting, supervising and discharging the employees of the Corporation subject to the current personnel policies of the Corporation, and for implementing any personnel policies adopted by the Board. The vice president, if any, acting in. the President's absence shall have all of the powers and duties of the President. All or part of the above duties may be delegated to staff of the Corporation, with ultimate responsibility remaining with the President. Section 5.7 Secretary'. The Secretary shall keep or cause to be kept at the principal office of the Corporation in the State of California, the original or a copy of the Corporation's Articles of Incorporation and bylaws, as amended to date. The Secretary also shall keep or cause to be kept a book of minutes at the principal office, or at such other place as the Board of Directors may order, of all meetings of the Directors, with the time and place of holding, whether regular or special; and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings, and the proceedings thereof. The Secretary shall give or cause to be given notice of all the meetings of the Board of Directors required by these bylaws or by law to be given and he or she shall keep the seal and perform such other duties as may be prescribed by the Board of Directors and by these bylaws. All or part of the above duties may be delegated to staff of the Corporation, with ultimate responsibility remaining with the Secretary. Section 5.8 Chief Financial Officer. The Chief Financial Officer of the Corporation shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times. I, —I1— l-Y: B\ neral\A X18B S Bylaws Amended and Restated v 3.doex DowSign Envelope ID: 7 7 7D -F9 0-4148-A9OA-E4 4IODI E4E Exhibit B The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositors as may be designated by the Board of Directors; shall disburse ds of the Corporation as may be ordered by the Board of Directors; shall render to the President and Directors, whenever they request it, an account of all financial transactions and of the financial condition of the Corporation; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. If required by the Board of Directors, the Chief Financial cer shall give the Corporation a bond in the amount and with the surety specified by the Board for the faithful perforce of the duties of his or her office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, retirement, or removal from office. All or part of the above duties may be delegated to staff of the Corporation, with ultimate responsibility remaining with the Chief Financial Officer. In addition to the foregoing, the Chief Financial Officer shall perform all other duties incident to the office of the Chief Financial Officer and such other duties as from time to time may be assigned by the President or the Board of Directors. Subject to the policies and direction of the Board of Directors, the Chief Financial Officer shall report to and be subject to the direct supervision of the President. Section 5.9 Removal. All officers shall hold office at the pleasure of the Board. Any officer may be removed, either with or without cause, by the Board of Directors at any time. The removal of any officer shall be without prejudice to the rights, if any, of him or her under any contract of employment with the Corporation. Section 5.10 Resigmtion. Any officer may resign at any time by giving written notice to the Chair of the Board, the President, or the Secretary of the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shad take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5.11 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular election or appointment of such office, provided that such vacancies shall be filled as they occur and not on an annual basis. ARTICLE - RECORDS AND REPORTS Section 6.1 Maintenance ax of Articles . and Bvlaws. The Corporation shall keep at its principal executive office the original or a copy of its Articles and Bylaws as amended to date. Section 6.2 Maintenance f other Coy ote cos The accounting books, records, and minutes of the proceedings of the Board of Directors and any committee(s) of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the l2- H: SB S en ra1l gr\SECS Bylaws m nded and Restated v3.docx Do u i n Envelope ID: 7 ' 7D -F 0-4148- O -E4 41OD1 E4E Exhibit B absence of such designation, at the principal executive office of the Corporation. 1 he minutes shall be kept in written or typed form, and the accounting books and records shall be kept in either written or typed form or in any other form capable of being converted into written, typed, or printed form. Section 6.3 Annual Re o 6 Within 120 days after the end of the Corporation's fiscal year, the President shall furnish or cause to be furnished a written report to all Directors containing the following information: (a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal rear1 (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year; (c) The revenue or receipts of the Corporation, both unrestricted and restricted for particular purposes, for the fiscal year; (d)The expenses or disbursements of the Corpoyation, for both general and restricted purposes, during the fiscal year; (e) Any transaction during the previous fiscal year involving more than $50,000 in which the Corporation (or its parent or subsidiaries, if any) was a party and in which any director or officer of the Corporation has a direct or indirect financial interest, or any of a number of such transactions in which the 'Same person had a direct or indirect financial interest and which transactions in the aggregate involved more than $50,000; and (f) The amount and circumstances of any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any director or officer of the Corporation pursuant to Article 7 of these bylaws, unless such indemnification has already been approved pursuant to Section 7.5. For each transaction, the report must disclose the names of the interested persons involved in such transaction and state such person's relationship to the corporation, the nature of such person's interest in the transaction and, where practicable, the value of such interest The report shall be accompanied by any report of independent accountants or, if there is no such report, by the certificate of an authorized officer of this Corporation that such statements were prepared without an audit from the books and records of this Corporation. Such report may be furnished to the directors by electronic transmission in accordance with Section 10.1 of these bylaws Section 6.4 Financial Audit The Corporation shall obtain a financial audit for any tax year in which it receives or accruesgross revenue of $2 million or more, excluding grant or contract income from any governmental entity for which the governmental entity requires n accounting. Any audited financial statements obtained by the Corporation, whether or not required by law, shall be made available for inspection by the Attorney General and by the general public within 9 months after the close of the fiscal year to which the statements relate. -13- ASBCS\General\AgrISBCS Bylaws s Amended and Restated v 3,doex Do u i n Envelope ID: 7 7 D -F G-414 - 9O -E4 41 GD1 E4E Exhibit B For 3 years, such statements (a) shall be available at the Corporation's principal, regional, and district offices during regular business hours and b shall be made available either by mailing a copy to any person who so requests in person or in writing, or by posting them on the Corporation' s website. ARTICLE - INDEMNIFICATION Section 71 definitions. For the purposes of this Article 7, "agent" means any person who is or was a director, officer, employee or other agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another 'foreign or domestic corporation, partnership, j oat venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporaton of the corporation or of another enterprise at the request of such predecessor corporation; and "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes, without .t limitation, attorneys' . fees and any expenses of establishing a right to indemnification under Sections 7.4 or 7. 5 (b) of this Article , Section 7.2 Indemnification i Actions by Third Parties. The Corporation shall ._I//Y_II ....A _. ... Par*A. AiY indemnify any person who was or is a party or is threatened to bemade party to any proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor, an action brought under Section 5233 of the California Nonprofit Corporation Law, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent o , the Corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful, to the fullest extent permitted under the California Nonprofit Corporation Law, me termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person's conduct was unlawful. ► ecti n 7.3 Indemnification in Actions by or in the Ri b t of the- Corporation. The Corporation shall indemnify my person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation, or brought under Section 5233 of the California Nonprofit Corporation Law, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of ut r relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interest of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 7.3: -14- HASBCS\General‘Agr\SBCS Bylaws Amended and Restated v Mom Do m i n Envelope ID: 7 ' 7D -F9 O-414 -0 -E4 410D1 E4E Exhibit B (a) In respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation in the performance of such person' s duty to the Corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine; (b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or (c) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless it is settled with. the approval of the Attorney General. Section 7.4 IndemnificationAgainst Expenses. To the extent that an agent of the Corporation has been successful on the merits in defense of any proceeding referred to in Section 7.2 or 7.3 of tliis icle 7 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonablyincurred by the agent in connection therewith. Section 7.5 gpcluired, .*terminations. Except as provided in Section 7.4 of this Article 7 any indemnification under this Article 7 shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 7.2 or 7.3 of this Article 7, by: (a) A majority vote of a quorum consisting of directors who are not parties to such proceeding; or (b) The court in which such proceeding is or was pending upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application the agent, t, attorney or other person is opposed by the Con oratio . Section 7.6 Advance of Expenses. Expenses incurred hi defending any proceeding may be advanced by the Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to e indemnified for those expenses as authorized in this Article 7, Section 7.7 ` th r Indemnification. No provision made by the Corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the Articles of Incorporation, bylaws, a resolution of the directors, an agreement or otherwise, shall be valid unless consistent with this Article . Nothing contained in this Article 7 shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise. The Corporation shall have the power to indemnify, to advance expenses to, or to procure insurance for any person, who is an agent of the Corporation as long as -i -- HASDCMGetierallAgAS13CS Bylaws Amended aid Restated v 3.docx Do u ig n Envelope ID: 8767 70 -F9 0-4148- 90 -E4 4I 0D I E4 E Exhibit B such actions are consistent with this Article 7 and comply with the California Nonprofit Corporation Law. Section 7.8 Forms of . ni i ation__ Feinted. No indemnification or advance shall be made under this Article 7, except as rovided in Sections 7.4 or 7.5(b), in any circumstances where it appears: (a) That it would be inconsistent with a provision of the Articles of Incorporation, these bylaws or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or (b) That it would be inconsistent withany condition expressly imposed by a court in approving a settlement, Section 7.9 Indemnification Not Exclusive.'i he indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled, and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. Section 7.10 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Corporation would have the power to indemnify the agent against such liability -under the provisions of this Article 7, provided, however, that the Corporation shall have no power to purchase and maintain such insurance to inderrmify any agent of the Corporation for any self - dealing transaction as described in Section 5233 of the California Nonprofit Public Benefit Corporation Law or any other violation thereof, Section 7.11 Nonapplicabili to Fiduciaries of Ern lo . -JIeiiIt Plans, This Article 7 does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person'person's capacity as such, even though such person may also be an agent of the Corporation as defined in Section_ 7.1 of this Article 7. The Corporation shall have power to indemnify such trustee , investment manager or other fiduciary to the extent permitted by subdivision of Section 207 of the California General Corporation Law. ARTICLE .. CONTRACTS AND LOANS WITH IRECT RS AND OFFICERS Section 8.1 Contracts with Directors and officers. (a) No Director or Officer of this Corporation, nor any other corporation, Erin, association, or other entity in which one or more of this Corporation's Directors or Officers are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, unless (0 the material facts regarding such Director's or Officer's :financial interest in such contract or transaction and/or regarding such common directorship, o "icershi , or financial interest are fully -16- HASBCS‘GetteraMgr\SBCS Bylaws Feuded and Restated. v 3.cloox Dom Sigri Envelope ID: 7 7 7D3-F9 O-414 - OO -E4 410D1 E4E Exhibit B dicosed in good faith and are noted in the minutes, or are known to all members of the Board prior to consideration by the Board of such contract or transaction; ii such contract or transaction is authorized in good faith by a majority of the Board by vote sufficient for that purpose without counting the vote or votes of such interested irector s ; (iii) prior to authorizing or approving the transaction, the Board considers and in good faith determines `ter reasonable investigation under the circumstances that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (iv) this Corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to this Corporation at the time the transaction. is entered into. (b) The provisions of this Section 8.1 do not apply to a transaction which is part of educational or charitable program of the Corporation if it: i is approved or authorized by the Corporation in good faith and without unjustified favoritism; and ii results in a benefit to one or more Directors or Officers or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this Corporation. Section 8.2 Loans to Directors and Officers. The Corporation shall not make any loan of money or property to or guarantee the i ation of any irector or Officer, unless approved by the Attorney General of the State of California; provided, however, that the Corporation may advance money to a Director or Officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of the. duties of such Director or Officer, provided that in the absence of such advance such Director or Officer would be entitled to be reimbursed for such expenses by the Corporation. ARTICLE - FISCAL YEAR The fiscal year of the Corporation shall end. on June 30. The Board may change the fiscal year of the Corporation as it is deemed necessary, subject to applicable law and requisite approval from any governmental agencies. ARTICLE 10 ROVISIONS Section 10.1 Electronic Transmission. Subject to any guidelines and procedures that the Board of Directors may adopt from time to time, the terms "written", and "in writing" as used in these bylaws include any form of recorded message in the English language capable of comprehension ension by ordinary visual means and may include electronic transmissions, such as facsimile or email, provided (i) for electronic transmissions from the Corporation, the Corporation has obtained an unrevoked written consent from the recipient to the use of such means of communication; (ii) for electronic transmissions to the Corporation, the Corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (ill) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form. Section 10 Voting5liares. The Corporation may vote any and all shares held by it in any other corporation by such officer, agent or proxy as the Board of Directors may appoint, or in the absence of any such appointment by the chair of the Board or by any other officer, if also -1 1:I B \general\ gr\S Bylaws Amend d and b tat d v 3,dccx Do u ign Envelope ID: 707 7D -F 0-414 - 0 -E4 41 D1 E4E Exhibit B a Director . , in such case, such officers or any of them, may likewise appoint a proxy to vote said shares. Section 10.3 Checks rafts __Etc. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued In the name of or a able to the Corporation and any and all securities owned or held by the Corporation requiring signature for the transfer shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Board of Directors or the Executive Committee, if any. Section 10.4 Endorsement of T)Qounmtn_Contracts. Subject to the provisions of applicable laws, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Corporation and any other person, when signed by the Chair of the Board, Vice Chair of the Board, or President, shall be valid and binding on the Corporation in the absence of actual knowledge on the part of the other person that the signing officer(s) had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board of Directors or the Executive Committee, and, unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount Section 10.5 construction and _Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the general provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these bylaws. Section 10.6 Gender* As used in these bylaws, the masculine gender shall include both the masculine and the feminine gender. ARTICLE 11- AMENDMENT These bylaws and any part thereof may be amended and repealed and new bylaws may be adopted by a majority vote of the number of Directors of the Corporation then in office. -18- HASBCS\GeneralkAgr\SBCS Bylaws Amended and Restated v 3.doc Docu Slyn Envelope ID:876787D3-F980-4148-A90A-E45410D15E4E Exhibit B CERTIFICATE OF SECRETARY REGARDING BYLAWS I, the undersigned, the duly cleated Secretary of South Bay Community Services, a California nonprofit public benefit corporation, do hereby certify* That the foregoing Amended and Restated Bylaws consisting of P pages were duly adopted as the bylaws of the Corporation by the Directors of the Corporation on and the same do now constitute the bylaws of said Corporation. IN 'WITNESS WFIERROF, I have hereunto subscribed my name this\c>\ A ran Muse, Secretary -19- HASBCS\Geueral\AgASBCS 13ylaws Aniunded and Restated v Moot DccuSu n Env& ope ID: 870 87D3-F980-4148-A90.A-E45410015E4E Exhibit C TECHNICAL ASSISTANCE MATERIALS i . Playing by the Rules, A Handbook for CDBG Sub -recipients on Administrative Systems hit /Lw ww,huc ange.info/resource/a 7I ing-bar-the-rul -a-h ndboo -for- cdbg-subrecipients-on-admin istrative-systers/ Code of Federal Regulations (CFR) CDBG Section Title 24 Part 570 https://www. h udexcha nqe.info/resource/3689/ 4-cfr-part- 70-cd bq/ 3. 2 CFR 200 Office of Budget Management gement Cost Principals for Non -Profit Organizations and Audits of States, Local Governments and Non -Profit Organizations https://www.clovinfo.govicontentipkg/CFR-2014-title2-vol /pdf/CF R- 014- titie -yoI 1-part 0O, pdf 4. CDBG Program Guidelines can be found at www, nationa lcitvca.go►v/cdhq-home. The manual includes: a Quarterly/Annual Performance Reporting Form b Performance Monitoring Checklist c Expenditure Reimbursement Claim Form d Expense Reimbursement Claim Form for Labor & Fringe Benefits e Sample Qualifying Beneficiary Intake Data Form f Authorized Signature Page The reference documents will assist the Subrecipient in understanding the US 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/conrnunitvdevelo ment/programs/entitlement. Dowusi n Envelope ID: T 7 7D -F 0-41 - 0 -E4 410D1 E4E Exhibit D AFFIRMATIVE ACTION POLICY Provision of Program Services 1, 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. 2. 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: a. Deny any facilities, services, financial aid, or other benefits provided under the program or activity; or b. 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 c. 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 d, 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 e. 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 f. Deny any opportunity to participate in a program or activity as an employee. 3. 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. 4. 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. 5. 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 Dow Sign Envelope ID: 8 7 7D -F 0-414 -A OA-E4 41ODI E4E Exhibit D 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. 6. Even in the absence of such prior discrimination, a Subrecipient in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin, or sex. Where previous discriminatory practice or usage tends, on the grounds of race, religion, color, national origin, sex, sexual preference, or handicap, to exclude individuals from participation in, to deny them the benefits of, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Subrecipient has an obligation to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. , A Subrecipient shall not be prohibited 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. The purpose of such action is to overcome prior discriminatory practices or usage. 8. 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. Employment Discrimination 1. 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 ensure 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 nondiscrimination clause. 2. 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. 3. 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 City of National City's contracting officers, advising the labor union or workers' representative of Subrecipient's commitments under Section 202 of Executive DO usi n Envelope ID: 7 7 7D -F 0-414 -A00 -E4 41 OD 1 E4 E Exhibit D Order No. 11246 of September 24, 1965, and shall post copies of the notices in conspicuous places available to employees and applicants for employment. 4, Subrecipient shall comply with all provisions of Executive Order 11246 f September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. Subrecipient shall furnish to the City of National City all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. 6. 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 City of National City may cancel, terminate, or suspend in whole or in part its performance. 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 io. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7. Subrecipient shall include the provisions of Section 11. J. 2. (a. through f. , "Affirmative Action Policy," paragraphs 1 through 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 City of National City 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 City of National City, Subrecipient may request the United States to enter into such litigation to protect the interests of the United States. 8. Subrecipient shall not discriminate based on age in violation of any provision of the Age Discrimination Act of 1975 (42 USG 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 9 USC 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 USC 4151 et seq.). DomSign Envelope ID: 7 7 7D -E 0-414 -J Q -E4 410D1 E4E Exhibit D Remedies In the event of Subre ipientTs failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the City of National City 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.