HomeMy WebLinkAbout2022 CON CSA San Diego County - Fair Housing and Tenant Landlord Services� 16- bDGy4
AGREE MENT ET WEE
CITY OF NATIONAL CITY
AND
CSA SAN DIEGO COUNTY
FOR
FAIR Ho U SIN G AND TEN ANT/LANDLORD SERVICES
THIS AGREEMENT FOR FAIR HOUSING AND TENANT -LANDLORD SERVICES
("Agreement") entered this 1st day of July, 2022, by and between the CITY OF NATIONAL
CITY, a municipal corporation (herein called the "Grantee"), and the CSA SAN DIEGO
O
COUNTY, a California nonprofit corporation (herein called the "Subrecipient.")
WHEREAS, the Grantee has applied for and received funds from the United States Government
under Title I of the Housing and Community Development Act of 1974, as ar ended ("HCD Act"),
Public Law 3-383 (42 J.S.C. 5301 et. seq.); and
WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such
funds.
NOW, THEREFORE E, it is agreed between the parties hereto that;
I. SCOPE OF SERVICE
A. Arthritics,: The Subrecipient will be responsible for administering. the program titled
CSA San Diego County in a manner satisfactory to the Grantee and consistent with
any standards required as a condition of providing these funds. Such program will
include activities eligible under the Community Development Block Grant ("CDB&)
program, as specified in Exhibit A, attached and incorporated herein.
B. National Obi ectives: Ali 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..., 570,208.
The Subrecipient certifies that the activity(ies) carried out under this Agreement will
meet the National Objective ofbenefiting low- and moderate -income persons.
C. Levels of Accomplishment — Goals and Performance Measures: The levels of
accomplishment may includesuch 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.
E. Performance Monitoring: The Grantee will monitor the performance of the
Subrecipient against goals and performance .ance standards as stated above. Substandard
performance as determined by the Grantee will constitute noncompliance with this
Agreement. If action to orrect such substandard performance is not taken by the
CDBG Program Agreement.
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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 and (I),
IL TIME OF PERFORMANCE
Services of the Subrecipient shall start on the 1= .lay of July, 2022, and end on the 30th
day of June, 2023.
The term of this Agreement and the provisions herein shall be extended to cover any
additional time period during which the Subrecipient remains in control of CDBG funds or
other CDBG assets, including program income. Subrecipient must provide Grantee written
notification of the final day on which it controlled CDBG funds (or other assets, including
program income) if the term is so extended and subrecipient does not renew or execute a
new CDBG agreement with Grantee.
III. BUDGET
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 twent -six thousand one: hundredseven -one dollars
,171.001 Dra d wns for the payment 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 ITT
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
C.F.R. 200, et. seq., and, m particular, 2 C,F. . 200.302, Payment shall be contingent
upon HU 's delivery of payment to the City.
V. NOTICES
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
City of National City
124 National City Boulevard
National City, CA 91950-4397
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City of National City
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To STJBREIPIENT:
Program Coordinator
CSA San Diego County
327 Van Houten Avenue
El Cajon, CA 92020
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 ent 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.
570.604and 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 tines remain
an independent contractor with respect to the services to be performed under this
Agreement. The Grantee shall be exempt from payment of all Unemployment
Compensation, FICA, retirement, life and/or medical insurance, and Workers'
Compensation Insurance, as the Subrecipient is an independent contractor.
C. Hold Harmless: The Subrecipient 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 ication 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.
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
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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:
1. If checked, Professional Liability Insurance (errors and omissions)
with minimum limits of $1,000,000 per occurrence.
2. Automobile insurance covering all bodily injury and property
damage incurred during the performance of this Agreement, with a minimum
coverage of $1,000,000 combined single limit per accident. Such automobile
insurance shall include owned, non -owned, and hired vehicles ("any auto"). The
policy shall name the City of National City and .its officers, agents, employees, and
volunteers as additional insureds, and a separate additional insured endorsement shall
be provided.
3. Commercial general liability insurance, with minimum limits of
$2,000,000 per claimi$4,000,000 aggregate, covering all bodily injury and property
damage arising out of its operations under this Agreement.
4. Workers' compensation insurance in an amount sufficient to meet
statutory requirements covering all of Subrecipient's employees and employers'
liability insurance with limits of at least $1,000,000 per accident. In addition, the
policy shall be endorsed with a waiver of subrogation in favor of the Grantee, Said
endorsement shall be provided prior to commencement of work under this
Agreement.
5. The aforesaid policies shall constitute primary insurance as to the
Grantee, its officers, and employees so that any other policies held by the Grantee
shall not contribute to any loss under said insurance. Said policies shall provide for
thirty (30) days prior written notice to the City's Risk Manager, at the address listed
in subsection 8 below, of cancellation or material change.
6. Said policies, except for the professional liability and workers'
compensation policies, shall name the Grantee and its elected officials, officers,
agents, and employees as additional insureds, and separate additional insured
endorsements shall be provided.
7. If required insurance coverage is provided on a "claims made" rather
than "occurrence'} forrn, 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.
8. The Certificate Holder for all policies of insurance required by this
Section shall be:
City of National City
c/o Risk Manager
1243 National City Boulevard
National City, CA91950-4397
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City of National City
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. 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 terns
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 orboth) 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 clue 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. 1 o, C, .R. 2 o. —2 , and
C.F.R. Part 200, Appendix 11 Bonding and Insurance.
F. Grantee Recognition: 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.
The Grantee may, in its discretion, amend this Agreement to conform with Federal,
state, or local governmental guidelines, policies, and available funding amounts, or
for other reasons. If such amendments result in a change in the funding, the scope of
services, or schedule of the activities to be undertaken as part of this Agreement, such
modifications will be incorporated only by a written amendment signed by both
Grantee and Subrecipient,
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H. Su pension or Termination: In accordance with 2 C.F.R. Part 200, Appendix
II B C.F. ., the Grantee niay suspend or terminate this Agreement if the
Subrcci Tent ,materially fails to comply with any terms of this Agreement, which
include (but are not limited to) the following:
1. Failure to comply with any of the rules, regulations, or provisions referred to
herein, or such statutes, regulations, executive orders, and HUD guidelines,
policies, or directives as may become applicable at any time;
2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner
its obligations under this Agreement;
. 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 patent of an invoice
for the failure of the SUBRECIPIENT 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
. 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 UB RE C IF I NT
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 .F. ., 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, if, in the case of partial termination, the Grantee deterinines
that the remaining portion of the award will not accomplish the purpose for which
the award was rade, the Grantee may terminate the award in its entirety. Grantee and
subrecipient agree to provide written notice to the other party thirty clays prior
to the effective date of any termination, in whole or part, for convenience. In the event
that HUD withdraws any portion of the City's CDBG funds, the City shall not be
obligated to reimburse the 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. Fina.cial Managment
I. AccountingStandaid: The Subrecipient agrees to comply with 2 C.F.R. fart 200
et. seq., and, in particular, 2 C.F.R. 200.300-309 and agrees to adhere to the
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accounting principles and procedures required therein, utilize adequate internal
controls, and maintain necessary source doournentation for all costs incurred.
2. Cost .Principle: The Subrecipient shall administer its program in conformance
withC.F. ,2 C.F.R. Part 200, and, in particular, the "Cost Principles" described
in Subpart E of Part 200. .
B. Documentation and . or -Keeping
1. Records to be maintained: The Subrecipient shall maintain all records required
by the Federal regulations specified in 24 C.F.R. 570.506 that are pertinent to the
activities to be funded under this Agreement. Such records shall include but not
be limited to:
a. Records providing a full description of each activity undertaken;
b. Records demonstrating that each activity undertaken meets one of the
National Objectives of the CDBG program;
c. Records required to determine the eligibility of activities;
d. Recordsrequired to document the acquisition, improvement, use, or
disposition of real property acquired or improved with CDBG assistance;
e. Records documenting compliance with the fair housing and equal
opportunity components of the CDBG program;
f. Financial records as required by 24 C.F.R. 570.502, and Subparts D, E, and
F of 2 C.F.R. 200; and
g. Other records necessary to •document compliance with Subpart K of 24
C.F.R. Part 570.
2. Retention: The Subrecipient shall retain all financial records, supporting
documents, statistical records, and all other records pertinent to the Agreement
for a period of five years or such longer period of time as the Grantee deems
appropriate. The retention period begins on the date of the submission of the
Grantee's annual performance and evaluation report to HUD in which the
activities assisted under the Agreement are reported on for the final time.
Notwithstanding the above, if there is litigation, claims, audits, negotiations, or
other actions that involve any of the records cited and that have started before the
expiration of the five years, then such records must be retained until completion
ofthe actions and resolution of all issues, or the expiration ofthe five-year period,
whichever occurs later.
3. Client Data: The Subrecipient shall maintain client data demonstrating client
eligibility for services provided. Such data shall include, but not be limited to,
client name, address, income level, or other basis for determining eligibility and
description of service provided. Such information shall be made available to
Grantee monitors or their designees for review upon request.
4. Disclosure: The Subrecipient understands that client information collected under
this Agreement is private, and the use or disclosure of such information, when
not directly connected with the administration of the Grantee's or Subrecipient' s
responsibilities with respect to services provided under this Agreement, is
prohibited by the state and for Federal law unless written consent is obtained from
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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.
1
6. Audits & Inspections: All Subrecipient records with respect to any natters
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. Reportin2 and Payment Procedures
1. Pro r r _ Income: The Subrecipient shall report quarterly all program income
(as defined at 24 C.F.R. 7.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. y way of further limitations, the Subrecipient may use such income
during the Agreement period for activities permitted under this Agreement and
shall reduce requests for additional funds by the amount of any such program
income balance on hand. All unexpended program income shall be returned to
the Grantee at the end of the Agreement period. Any interest earned on .cash
advances from the U.S. Treasury and 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.
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3. Payment Procedures: ri he 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 oft e Subrecipient.
. 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.
. OMB Standards: Unless specified otherwise within this Agreement, the
Subrecipient shall procure all materials, property, or services in accordance with
the requirements of 2 C.F.R. 200.317-326.
3. Travel: The Subrecipient shall obtain written approval from the Grantee for any
travel outside the metropolitan area with funds provided under this Agreement.
E. Use and Reversion of Assets:
The use and disposition of real property and equipment under this Agreement shall
be in compliance with the requirements of 24 C.F.R. Part 200 and 24 C.F.R. 570.502,
570.503, and 570.504, as applicable, which include but are not limited to the
following:
1. The Subrecipient shall transfer to the Grantee any CDBG ids on hand and any
accounts receivable attributable to the use of funds under this Agreement at the
time of expiration, cancellation, or termination.
2. Real property under the Subrecipient's control that was acquired or improved, in
whole or in part, with funds under this Agreement in excess of $25,000 shall be
used to meet one of the CDBG National Objectives pursuant to 24 C.F.R. 570.208
until five 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
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under this Agreement after the expiration of thefive(5) year period or such longer
period of time as the Grantee deerns appropriate.
3. In all cases in which equipment acquired, in whole or in part, with funds under
this Agreement is sold, the proceeds shall be program income (prorated to reflect
the extent to that funds received under this Agreement were used to acquire the
equipment). Equipment not needed by the Subrecipient for activities under this
Agreement shall be (a) transferred to the Grantee for the CDBG program or (b)
retained after compensating the Grantee an amount equal to the current fair
market value of the equipment less the percentage of non-CDBG funds used to
acquire the equipment.
VIII. RELOCATION, REAL PROPERTY ACOUISITION, AND ONE -FOR -ONE
HOUSING REPLACEMENT
The Subrecipient agrees to comply with (a) the Uniform Relocation. Assistance and Real
Property Acquisition Policies Act of 1970, as amended U A , and implementing
regulations at 49 C.F.R. Part 24 and 24 C.F.R. 7 . b ; (b) the requirements of 24
C.F.R. 70. 0 c governing the Residential Anti -displacement and Relocation Assistance
Plan under Section 104(d) of the HCD Act; and (c) the requirements in 24 C.F.R.
570.606(d) governing optional relocation policies. The Grantee may preempt the optional
policies. The Subrecipient shall provide relocation assistance to displaced persons as
defined. by 24 C.F.R. 70. 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 Rights
1. Compliance: The Subrecipient agrees .to comply with local and state civil rights
ordinances here and with Title VI of the Civil Rights Act of 1964 as mended,
Title VIII of the Civil Rights Act of 1968 as amended, Section 104 b and Section
109 of Title 1 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 Disciimination Act of 1975, Executive Order
11063 as amended by Executive Order 12259, and Executive Order 11246 as
amended by Executive Orders 11375, 11478, 12107 120, 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
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 1964 P. L. 88-352, 42 U.S.C. 2000a) and 24 C.F.R.
570.601 and 570.602. In regard to the sale, lease, or other transfer of land
acquired, cleared or improved with assistance provided under this Agreement, the
Subrecipient shall cause or require a covenant running with the land to be inserted
in the deed or lease for such transfer, prohibiting discrimination as herein defined,
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in the sale, lease or rental, or in the use or occupancy of such land, or any
improvements erected or to be erected thereon, providing that the Grantee and the
United States are beneficiaries of and entitled to enforce such covenants. The
Subrecipient, undertaking its obligation to carry out the program assisted
hereunder, agrees to take such measures as are necessary to enforce such covenant
and will not itself so discriminate,
4. Section 504: The Subrecipient agrees to comply with all Federal regulations
issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973
(29 U.S.C. 794), which prohibits discrimination against the individuals with
disabilities or handicaps in any Federally assisted program. The Grantee shall
provide the Subrecipient with any guidelines necessary for compliance with that
portion of the regulations in force during the term of this Agreement,
B. Affirmative Action
1. Approved : 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— tresses W MB : 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-
sp eaking, Spanish -surnamed or Spanish -heritage Americans, Asian -A nericans,
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.
31 A_ _ o Records: The Subrecipient shall furnish and cause each of its own
subrecipients or subcontractors to. furnish all information and reports required
hereunder and will permit access to its books, records, and accounts by the
Grantee, HUD or its agent, or other authorized Federal officials for purposes of
investigation to ascertain compliance with the rules, regulations, and provisions
stated herein.
4. Notifications: The Subrecipient will send to eachlabor union or representative
of workers with which it has a collective bargaining agreement or other contract
or understanding a notice, to be provided by the agency contracting officer,
advising the labor union or worker's representative of the Subreelpient's
CDBG Program Agreement
City of Nationai City
Page I I of 66
commitments hereunder, and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
5. Equal nnplo ment 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-- Pr isi ns: 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. Labour_ Standards: The Subrecipient agrees to comply with the requirements of
the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the
provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 3701 et
seq.), and all other applicable Federal, state, and local laws and regulations
pertaining to labor standards insofar as those acts apply to the performance of this
Agreement. The Subrecipient agrees to comply with the Copeland Anti -Kick
Back Act (18 U.S.C. 874 et seq. and its implementing regulations of the U. S ,
Department of Labor at 29 C.F.R. Part 5. The Subrecipient shall maintain
documentation that demonstrates . compliance . with 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 $2,000.00 for construction,
renovation, or repair work financed in whole or in part with assistance provided
under this Agreement, shall comply with Federal requirements adopted by the
Grantee pertaining to such contracts and with the applicable requirements of the
regulations of the Department of Labor, under 29 C.F.R. Parts 1, 3, 5, and 7
governing the payment of wages and ratio of apprentices and trainees to journey
workers; provided that, if wage rates higher than those required under regulations
are imposed by state or local law, nothing hereunder is intended to relieve the
Subrecipient of its obligation, if any, to require payment of the higher wage. The
Subrecipient shall cause or require to be inserted in full, in all such contracts
subject to such regulations, provisions meeting the requirements of this
paragraph.
CDBG Program Agreement
City of National City
Page 12 of 66
3. 8 ction= Cl Is : If applicable under 24 C. # # §'7 ,3, then panto 24
C.F.R. §7 . ' Subreci ient and if indicated below Cl shall cony 1 Atli
the following"Section 3 Clause"
a. The work to be p erforrned under this Agreement is subject to the requirements
of Section 3 of the Housing and Urban Development Act of 1968, as
amended, 12 USC l 01 u (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 there 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 of the
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.R. Part 75.
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.
CDBG Program Agreement
City of National City
Page13of 66
g.
With respect to work performed in connection with Section 3 covered Indian
housing assistance, Section 7(b) of 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 7b 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 ash such documentation
to City, upon request.
D. Conduct
1. ssi na.bi!k: The Subrecipient shall not assign or transfer any interest in this
Agreement without the prior written consent of the Grantee thereto; provided,
however, that claims for money due or to become due to the Subrecipient from
the Grantee under this Agreement may be assigned to a bank, trust company, or
other financial institution without such approval. Notice of any such assignment
or transfer shall be furnished promptly to the Grantee.
2. Subcontracts:
a. Approvals: The Subrecipient shall not enter into any subcontracts with any
agency or individual in the performance of this Agreement without the
written consent of the Grantee prior to the execution of such Agreement,
b. Monitoring: The Subrecipient will monitor all subcontracted services on
a regular basis to assure Agreement compliance. Results of monitoring
efforts shall be summarized in written reports and supported with
documented evidence of follow-up actions taken to correct areas of
noncompliance.
c. Content: The Subrecipient shall cause all of the provisions of this
Agreement in its entirety to be included in and made a part of any
subcontract executed in the performance of this Agreement.
d. Selection Proms: 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.
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 ofChapter 15 of Title V of the
U.S.C. U.S.C. 1501 — 1508).
CDBG Program Agreement
City of National City
Page 14 of 66
4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 2
C.F.R. 200.112, 200.318, and 570.611, which include (but are not limited to)
the following:
a. The Subrecipient shall maintain a written code or standards of conduct
governing the actions of its officers, employees, or agents engaged in the
selection, award, and administration of contracts supported by Federal
funds.
b. No employee, officer, or agent of the Subrecipient may participate in the
selection or 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 C G--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 purposesof 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:
CDBG Program Agreement
City of National City
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 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 --ILL,
"Disclosure of Lobbying Activities," in accordance with its instructions;
and
c. It will require that the language of paragraph (d) of this certification be
included in the award documents for all subawards at all tiers (including
Page 15 of 66
subcontracts, subgrants, and contracts under grants, loans, and
cooperative agreements) and that all Subrecipients shall certify and
disclose accordingly:
d. Lobbying Certification: This certification is a material representation
of 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
100,000 for each such failure,
6. Copyright: If this Agreement results in any copyrightable material or
inventions, the Grantee and/or grantor agency reserves the right to royalty -free,
non-exclusive and irrevocable license to reproduce, publish, or otherwise use
and to authorize others to use the work or materials for governmental purposes.
7. Religious ious Activities: The Subrecipient agrees that funds provided under this
Agreement will not be utilized for inherently religious activities prohibited by
24 C.F.I. 7,2(j, such as worship, religious instruction, or prose1ytiation,
X. ENVIRONMENTAL CONDITIONS
A. Air an __Water; The Subrecipient agrees to comply with the following requirements
insofar as they apply to the performance of this Agreement:
• Clean Air Act,. 42 U.S.C. 7401, et seen, 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
inf orrnation, as well as other requirements specified in said Section 114 (42 U.S.C.
7401 et. seen) and Section 308 ti . . C. 1251 et. seq.), and all regulations
and guidelines issued thereunder;
• Environmental Protection Agency (EPA) regulations pursuant to 40 C.F.R. Part 50,
as amended.
B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster
Protection Act of 1973 (42 J.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. Dead -Based Paint: The Su recipient agrees that any construction or rehabilitation of
residential structures with assistance provided under this Agreement shall be subject to
HUD Lead -Based Paint Regulations at 24 C.F.R. 570.608, and 24 C.F.R. Part 35,
Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all
owners, prospective owners, and tenants of properties constructed prior to 1978 be
properly notified that such properties may include lead -based paint. Such notification
shall point out the hazards of lead -based paint and explain the symptoms, treatment,
and precautions that should be taken when dealing with lead -based paint poisoning and
CDBG Program Agreement
City of National City
Page 16 of 66
the advisability and availability of blood lead level screening for children under seven.
The notice should also point out that if lead -based paint is found on the property,
abatement measures may be undertaken. The regulations further require that,
depending on the amount of Federal funds applied to a property, paint testing, risk
assessment, treatment, and/or abatement may be conducted.
D. Historic Preservation: The Subrecipient agrees to comply r with the Historic
Preservation requirements set forth in the National Historic Preservation Act of 1966,
as amended U.S.C.'100101 et. seq.) and the procedures set forth in 36 C.F.R. Part
800, Advisory Council on Historic Preservation Procedures for Protection of Historic
Properties, insofar as they apply to the performance of this Agreement.
In general, this requires concurrence from the State Historic Preservation Officer for
all rehabilitation and demolition of historic properties that are fifty years old or older
or that are included on a Federal, state, or local historic property list.
XL SEVERABILITY
If any provision of this Agreement is held invalid, the remainder of the Agreement shall
not be affected thereby, and all other parts of this Agreement shall nevertheless be in full
force and effect.
XII. SECTION HEADINGS AND SUBHEADINGS
The section headings and subheadings contained in this Agreement are included for
convenience only and shall not limit or otherwise affect the terms of this Agreement.
XIII. WAIVER
TheGrantee'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 F 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
from the non -prevailing party all reasonable attorner's fees, costs, and expenses incurred
by the prevailing party.
CDBG Program Agreement
City of National City
Page 17 of 66
.A ' :35
XVI. ■ ' r tl Lam_ EAGREEMENT
This Agreement constitutes the entire Agreement and the attachments referenced below
between the Grantee and the Subrecipient for the use of funds s received under this
Agreement, ent, and it supersedes all prior or contemporaneous communications and proposals
whether electronic. oralor written., between the Grantee and the Subrecipient with respect
to this Agreenient.
ATTACHMENTS
Exhib A -Scope of Servi es and Budget
Exhibit Bard of Directors and Corporate Bylaws
Exhibit '-Technical Assistance Materials.
Exhibit D—Affirmative Action Policy
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year
first above written,
CITY OF NATIONAL CITY
APPROVED
au ton, City Manager
AS TO FORM:
Barry
Interim City Attorney
CDBG Program A jr em.+ nt
City of National City
CA San Diego County
(Co/prat/on — signatures of two corporate officers required)
ireci)
(Partnersht:p or;, Sole proprietorship — one signature)
(Na »ae)
:stela, De Los Rios
(Pr in!)
F ecrit i t, ' ID it * . of
(Name)
Jesus Pacheco
(Print)
Boar' Member
(Title)
Page 18 of 66
XVI. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement and the attachments referenced below
between the Grantee and the Subrecipient for the use of funds received under this
Agreement, and it supersedes all prior or contemporaneous communications and proposals,
whether electronic, oral, or ► ritten, between the Grantee and the Subrecipient with respect
to this Agreement.
ATTACHMENTS
Exhibit A -Scope of Services and Budget
Exhibit -Board of Directors and Corporate Bylaws
Exhibit -Technical Assistance Materials
Exhibit II -Affirmative Action Policy
IN WITNESS WHEREOF. the parties hereto have executed this Agreement on the date and year
first above written.
CITY OF NATIONAL CITY
CSA San Diego County
(Corporation — signaiures o f hi'0 corporate offers required)
(Partnership , or Sole proprietorship — one signature)
BY: ?"242.14)q.�
Brad Raulston. City Manager (Name)
APPROVED AS TO FORM:
Barry Schultz
Interim City Attorney
CDBG Program Agreement
City of National City
Estela De Los Rios
(MM'MMI)
Exe c u t i t e Director
(Title)
By: C,k.S2--
(Name
.
Jesus
(Print)
Boar. ember
Page 18 of 66
Exhibit A
SCOPE OF SERVICES
CSA SAN DIEGO COUNTY FAIR HOUSING AND
TENANT -LANDLORD SERVICES
Subrecipient shall provide a FAIR HOUSING AND TENANT -LANDLORD SERVICES Program in
accordance with the U.SDepartment of Housing and Urban Development (HUD) Community
Development Block Grant (CDBG) Program regulations and CDBG Program Guidelines found on the
National City website at www.nationaicitvca.gov/DBG-HOME. The CDBG Program is governed by
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 570.206(c)
2) National Objective: Low -moderate income limited clientele 24 CFR 570.20 d)(4)
3) Consolidated Plan Goal: Promote Equal Housing Opportunity
4) Summary of Pro e, oaIs and deliverables outcomes: This narrative will be inserted into the
Periodic Performance Report.
Summary of the Project
The program will provide fair housing consultations, tenantilandlord consultations and mediation,
and assist victims of discrimination with appropriate referrals. These consultations are
supplemented by the CSA San Diego website, outreach events/workshops, handbooks and other
literature. Mediation services will be offered where other interventions have been unsuccessful.
Outreach will include educating tenants and property owners/managers about their rights and
responsibilities and working with local and regional groups to develop and utilize best practices.
New legislation will be tracked and educating the community about changes relevant to fair
housing. CSA also plans to publish and disseminate a "Handbook on Renting" (English, Spanish
and Arabic).
Performance Measures
CSA San Diego County will provide fair housing services and tenant landlord mitigation services
to the entire City. During the program year, July 1, 2022 to June 30, 2023, at least 125 National
City residents will receive service, of that amount, at least 90% will be low income during the
period of the program year. Outreach will be documented.
Proiect Repo_rtinq Requirements: Periodic Performance Reports are required. A narrative of the
services provided, progress towards meeting the timeline goals, and performance measures are
requires. 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.
Page 1;t of 66
Exhibit
Quarterly Performance Rerrting Periods
July 1 to September 30, 2022
October 1 to December 31, 2022
January 1 to March 31, 2023
April 1 to June 30, 2023
Report Due Date
October 15, 2022
January 15, 2023
April 15, 2023
July 1,2023*
*Final quarter and year-end performance report are both due July 15, 2023.
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 U.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, 2023.
2 Estimated Budic et: Subrecipient shall rake 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 13).
All CDBG funds should be billed quarterly. Reimbursement requests should be sent 15 clan after
the end of each quarter. Ali funds should be expended by June 30, 2023. 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 by the Subrecipient.
For the Project Operating Budget (Table A), the Subrecipient shall provide the following supporting
documentation with each invoice.
a. Worksheet showing what expenditures were billed and percentages;
b. Receipts for expenditures and numbered legend;
c. Bank statement or reconciliation; and
d,. Employee Payroll and 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 3O 202 ... 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.
4) AcknowIedimentof 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 ent 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.
Page 20 of 66
Exhibit A
C. DATA COLLECTION AND REPORTING TIf G REQUIREMENTS
1Data 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 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
r
manner other reports as requested/required by HUD and/or the City including, but not limited to
the S u brecipie nt SubS ubre i pierit: 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 ardor plans.
2) Report due dates are. as follows:
Report
Reporting Periods
Due to City
Semi -Annual Labor Standards
Enforcement Report- Form4710
if a linable
pp
October 1st to March 3l st
April '1st to September 30th
April 3rd
October 3rd
,
Minority Business Enterprise
Activity Report- Form 2516
(if applicable)
'
October I st - September 30th
October I Oth
Section 3 Report
if a pplinable
July 1 st - June 30th
August 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.
Page 21 of 66
Exhibit A
Table ""._-._.
BUDGET CATEGORIES
' Sources of Funds
National City
CDBG
Other Cities
CDBG
�......-
Total Project Proect Cost
Amount
Amount
Amount '
Personnel Wages
$18152OO
$91,196.00[
$1O,169O0
$109,348.O0
Fringe payrole taxes)
$2,0240
$12,193.00
Supplies and Materials
$1 00.00
$560.00
$66O0O.
Training and Travel
$50.00
$325.00
$375.00
Operating Costs
$5,345.00
$26,750.0O
$32,095.O0
$0.00
S D AF H funding/outreach
$500.00
$2,000OO
$2,500E00
Totals:
$26171.O0
$131,OO000
$i57171.O0
Table "B"
PERSONNEL SCHEDULE
EMPLOYEE
NAME/POSITIONS TITLE
Percentage of job
time the position
spends on the
CDBG program
CDBG
Funded
(National
City)
Other
Funds
Total Salary
Amount
Senior Housing Counselor#
Ibarrr
1 °$1181$38,339�er•e
Spanish Speaking Housing
Auillard-
100%
. $6,474
$3 ,
$39,000Counselor,Eva
Executive Director, Estela
De Los Rios
. 35%
$5,11 9
$82,990$88,109
Staff Accountant, Tyrone
Spenser
35%
Administrative e Assistant,
Paula Karazuba
35%
$2,357
$38,203
$40,560
TOTALS:
$18,152
$24lO37
$259,189
Page 22 of 66
Exhibit B
CSA San Diego County
Board of Directors
Jose Preciado, Board President
Director Academic Engagement Programs
San Diego State University
5500 Campanille Drive
San Diego, CA 921 2-16 3
(619) 9 2-2 09
JosePreciad o jOyahoo.corn
Jesus Pacheco, Board Member
iEJE Academies Charter School
581 . Johnson Avenue
El Cajon, CA 92020
(6l9) 261-2100
eva5i@vahoo.com
BesmaCoda, Board Member
Director, San Ysidro Health Center
CMSS A division of SYHC
436 S. Magnolia, Suite 201
El Cajon, CA 92020
Tel: 619-631-7400 Ex. 4833
besmacoda@SYHC.org
Najah S. Abdelkader, Board Member
San Diego State University -
American Language Institute
6128 Mesita Dr,
San Diego, CA 92115
(619)315-6604
najahalt@ ahoo,com
Yusef Miller, Board Member
326 Felicita Ave. 412
Escondido, CA 9 025
(240) 76-30 7
yusefm@hotrriail core
Page 23 of 66
3312667
Art,TICLES OF ENCORPORATION
CSA SAN baMGa COUNTY .
On: The name of the corporation is CSA San Diego County. ,
.Exhibit 13
+ r"'ILE!)
offirrP, of the Secnatory of Sate
of tie 81.ta Eiftiollfornis
AUG U 2Q10
a•
TWO: This 7 on is a nonprottpublic benclito ra and is not orgalized for theprivate
a#.la of anyperson. it is orgy under theNonprofit Thablic Benefit pti n Law for public
PurPosol The specific moose for whioli this corporation is orga4zed is the promotion of sock],
wail= tbrogb advocacy for and viucation. zegardin issues of social justice, including but not
limited to housing and 1111111815 tights.
TM : The name and mess i this state ofthe covortiores for sic of process
is Kiri M. Taylor, 99 Bast' C" Street, Suite 1 ,1.101i # CA 91786,
.OUR: (a) This corporation is organized anti gated exolusivolyfor ohnitable, educational, aid
saiMtif10 PuzPoses within the meaning of S o O1@V) of the Intel line= Code.
0) Notwithstanding any other provision of thesethe- corporation shall not carry Dia any
other activities got pexmltiea to wed on,(1) ba corporal= exempt from feciend income tax
under Section 501 (0) 0 of the tetaaRevenueiCode or (2)133i a CarpOratiOt cottibutions to which
are deductible under Section 1 o 2 of the Intemal. Revenge Code;
(o) No straritial pad of the activities of filiso o ti sal corlabt of carryingon propaganda,
or otheawise attemptiagto influenoetate o6dporation l artii a orintenru
in °Mimi oarapaipa (includingthe publisbing or distribution, of stateraents) behalf of, or in
opposition, o, any candidate for publia office.
FIVE: The ropes of this corporation is frrevocably dedicated to charitable. poses arid
# w y i t
educational and scientific �o meeting the r aiomt Section 214the C� o�
Rvenue and Taxation Code, and no part of the net income or asses of tlic organization ill ever
inure tthe t of any Victor,ofic, or nietriaber th,ore or ni�mbr thre of or to thb endtof atyxiasm.,
page 1 oft .
w
Page 4 of 66
Exhibit B
SIX: On the di oiu on or wintii the corporation, its mew rerrisibin after payment of, or
provision for payment d, all debts cid liabilitiesof this covitration, $hall bD distributeda
ion xef ,foundafjhon, or corporation that is rgpiand operatiod exclusivelyfor oharitable
pirposes tad eatpatitpull and ,soientific peas meeting the requiremcntg of Sectors 214 of the
CaLifolAiglitevonw and Tantion Code Had that hay est4blishod its -exempt staff under Saco
501(0(3)of the liatermalilmenllecode.
• Date; August 4, 2010,
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Page 2 of 2
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Pna e 25 of 66
Exhibit B
AMENDED BYLAWS
OF
CSA SAN DIEGO COUNTY
A CALIFORNIA PUBLIC BENEFIT CORPORATION
(AMENDED AUGUST 2019)
ARTICLE 1
OFFICES
SECTION 1. PRINCIPAL iL OFFICE
The principal office of the corporation for the transaction of its business will be located in
San Diego County, California.
SECTION 2. CHANGE OF ADDRESS
The county of the corporation's principal office can be changed only by amendment of these
Bylaws and not otherwise. The Board ofDirectors may, however, change the principal office from
one location to another within the named county by noting the changed address and effective date
below, and such changes of address shall not be deemed an amendment of these Bylaws:
Address:
Address:
Address:
SECTION 3. OTHER "'FILES
Date:
Date:
Date:
The corporation may also have offices at such other places, within or without the State of
California, where it is qualified to do . business, as its business may require and as the Board of
Directors may, from time to time, .designate.
ARTICLE 2
ORGANIZATIONAL PURPOSE
SECTION 1.1 MISSION AND PURPOSE
The primary mission and purpose of this corporation shall be the promotion of social justice
and public welfare through advocacy against all forms of discrimination, including but not limited
to advocacy for the eradication ofhousing discrimination to assure equal housing opportunity for all
indl rdual �
Page 26 of 66
Exhibit B
ARTICLE
DIRECTORS
. SECTION I. NUMBER
The corporation shall have at least three and no more than seven 7 Directors, and
collectively they shall be known as the Board of Directors (or "the Board"). The number may be
changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, in
accordance with these Bylaws.
SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any
limitations, in the Articles of Incorporation of this corporation (also identified herein as "the
Articles") and Bylaws, the activities and affairs of this corporation shall be conducted and all
corporate powers shall be exercised by Or under the direction ofthe Board of Directors.
SECTION 3. DUTIES
It shall be the duty of the Directors to:
(a) Perform any and all duties unposed on them collectively or individually by law, the
Articles of Incorporation of this corporation, or these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in
these Bylaws, prescribe the duties and fix the compensation, if any, of all officers,
agents, and employees of the corporation;
n;
(c) Supervise all officers, agents, and employees o fthe corporation in order to assure that
their duties are performed properly;
(d) Meet at such tires and places as required by these Bylaws; and
(e) Register their addresses with the Secretary of the corporation, such that notices of
meetings mailed or telegraphed to there at such addresses shall be valid notices
thereof.
SECTION 4. TERMS OF FFI E
Each Director shall hold office until the next annual meeting for election of the Board of
Directors as specified in these Bylaws, and until the Director's successor is elected and qualifies.
SECTION 5. COMPENSATION
Directors shall serve without compensation unless otherwise agreed by the Board, but, ifs,
not to exceed $50.00 per regular meeting. In addition, they shall be allowed reasonable advancement
AMENDED BYLAWS OF CSA BAN DIEGO COUNTY (AUGUST 2019) PAGE 2 OF 17
Page 27 of 66
Exhibit B
or reimbursement of expenses incurred in the performance of their regular duties as specified in
Section 3 of this Article. Directors may not be compensated for rendering their services to the
corporation in any capacity other than Director unless such other compensation is reasonable and is
allowable under the provisions of Section 6 of this Article.
SECTION 6. RESTRICTION REGARDING INTERESTED RESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%)
of the persons serving on the Board may be interested persons. For purposes of this Section,
"interested persons" means either:
(a) Any person currently being compensated by the corporation for services rendered it
within the previous twelve (12) months, whether as a full- or part -tine officer or
other employee, independent contractor, or otherwise, excluding any reasonable
compensation paid to a Director as Director; or
(b) Any brother, sister,ancestor, descendant, spouse, brother-in-law, sister-in-law, son-
in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided
by the Board or at such place within or without the State of California that has been designated from
time to time by resolution ofthe Board of Directors. In the absence of such designation, any meeting
not held at the principal office of the corporation shall be valid only if held on the written consent
of all Directors given either before or after the meeting and filed with the Secretary of the
corporation or after all Board members have been given written notice of the meeting as hereinafter
provided for special meetings of the Board.
Any meeting, regular or special, may be held by conference telephone, electronic video
screen communication, or other communications equipment. Participation in a meeting through use
of conference telephone constitutes presence in person at that meeting so long as all Directors
participating in the meeting are able to hear one another. Participation in a meeting through use of
electronic video screen communication or other communications equipment (other than conference
telephone) constitutes presence in person at that meeting if all of the following apply:
(a) Each Director participating in the meeting can communicate with all the other
Directors concurrently;
(b) Bach Director is provided the means of participating in all utters before the board,
including, without limitation, the capacity to propose, or to . interpose an objection to,
a specific action to be taken by the corporation; and
(c)
The corporation adopts and implements some means of verifying 1 that all persons
participating in the meeting are Directors ofthe corporation or are otherwise entitled
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 3 OF 17
Page 28 of 66
Exhibit B
to participate in the meeting and (2) that all actions of or votes by the Board are taken
and cast only by Directors and not by persons who are not Directors.
SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors shall be held annually on a non -holiday weekday.
At the annual meeting, Directors shall be elected by the Board of Directors and in all other
respects in accordance with this section. Cumulative voting by Directors for the election ofDirectors
shall not be permitted. The candidates receiving the highest number of votes up to the number of
Directors to be elected shall be elected. Each Director shall cast one vote, with voting being by
ballot only.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chair of the Board, the
Secretary, any two o Directors, the Executive Director, or the Assistant Director, and such meetings
shall be held at the place, within or without the State of California, designated by the person(s)
calling the meeting, and in the absence of suchdesignation, at the principal office ofthe corporation.
SECTION 10. NOTICE OF MEETINGS
Regular meetings of the Board may be held without notice. Special meetings of the Board
shall be held upon four days' notice by first-class mail or forty-eight 4 hours' notice delivered
personally or by telephone or telegraph. If sent by mail or telegraph, the notice shall be deemed to
be delivered on its deposit in the mail or on its delivery to the telegraph company. Such notices shall
be addressed to each Director at his or her address as shown on the books of the corporation. If a
meeting is adjourned without all business having been concluded, notice of the time and place of a
follow-up meeting need not be given to any absent Directors if (1) the time and place of the
adjourned meeting are fixed at the adjourned meeting and 2 the adjourned meeting is held no more
than twenty-four (24) hours after the start time of the adjourned meeting. Notice shall be given in
all other cases.
SECTION 11. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, day, and hour of the
meeting. The purpose of any Board meeting need not be specified in the notice.
SECTION 12. WAIVER OF NOTICE AND CONSENT
TO HOLDING MEETINGS
The transactions of any meeting ofthe board, however called and noticed or wherever held,
are as valid as though the meeting had been duly held after proper call and notice, provided that a
quorum (defined below) is present and that either before or .after the meeting each Director not
present signs a waiver of notice, a. consent to holding the meeting, or an approval of the minutes
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 4 OF 17
Page 29 of 66
Exhibit B
thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made
a part ofthe inut the meeting.
SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of fifty percent (50%) of the Directors plus one 1 Director.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this
corporation, or by law, no business shall be considered by the Board at any meeting at which a
quorum,as hereinafter defined, is not present, and the only motion which the Chair shall entertain
at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting
may adjourn from time to time until the time fixed for the next regular meeting of the board.
When a meeting is adj ourned for lack of a quorum, it shall not be necessary to give any notice
of the time and place of the adjourned meeting or of the business to be transacted at such meeting,
other than by announcement at the meeting at which the adjournment is taken, except as provided
in Section 10 f this Article.
The Directors present at a duly called and held meeting at which a quorum is initially present
may continue to do business notwithstanding the loss ofa quorum at the meeting due to a withdrawal
ofDirectors from the meeting, provided that any action thereafter taken must be approved by at least
a majority of the required quorum for such meeting or such greater percentage as may be required
by law, or the Articles of Incorporation or Bylaws of this corporation.
SECTION 14. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors present at a meeting duly
held at which a quorum is present is the act of the Board of Directors, unless the Articles of
Incorporation of this corporation, these Bylaws, or provisions of the California Nonprofit Public
Benefit Corporation Law, particularly those provisions relating to appointment ofcommittees
(Section 5212), approval of contracts or transactions in which a Director has a material financial
interest (Section 5233), and indemnification of Directors (Section 5238e), require a greater
percentage or different voting rules for approval of a matter by the board.
SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chair of the Board or, if
such person is absent or has not been designated, by the Executive Director of the corporation or,
if such person is absent or has not been designated, by the Assistant Director of the corporation or,
if such person is absent or has not been designated, by a Chair chosen by a majority of the Directors
present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the
board, provided that, in his or her absence, the presiding officer shall appoint another person to act
as Secretary of the Meting.
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 5 OF 17
Page 30 of 66
Exhibit B
Meetings shall be governed by Roberts' Rules of Order, as such rules may be revised from
time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the
Articles of Incorporation of this corporation, or with provisions of law.
SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT
WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors under any provision
of law may be taken without a meeting, if all members of the Board individually or collectively
consent in writing to such action. For the purposes of this Section only, "all members of the board"
shall not include any "interested Director" as defined in Section 5233 of the California Nonprofit
Public Benefit Corporation Law. Such written consent(s) shall be filed with the .minutes ofthe
proceedings ofthe board. Such action by written consent shall have the same force and effect as the
unanimous vote ofthe Directors. Any certificate or other document filed under any provision oflaw
which relates to action so taken shall state that the action was taken by unanimous written consent
of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the
Directors to so act, and such statement shall be prima facie evidence .of such authority.
SECTION 17. VACANCIES
Vacancies on. the Board of Directors shall exist 1 on the death, resignation, or removal of
any Director, and whenever the number of authorized Directors is increased.
The Board of Directors may declare vacant the office of a Director who has been declared
of unsound mind by a final order of court, or convicted of a felony, or found by a final order or
judgment of any court to have breached any duty under Section 5230 et seq. of the California •
Nonprofit Public Benefit Corporation Law.
Directors may be removed without cause by a majority of the Directors then in office.
Any Director may resign by giving written notice to the Chair of the Board, the Executive
Director, the Secretary, or the Board ofDirectors, and such notice shall take effect at that time unless
it specifies a later time , for the effectiveness of such resignation. No Director may resign if the
corporation would then be left without a duly elected Director or Directors in charge of its affairs,
except upon notice to the Attorney General.
Vacancies on the Board may be filled by approval ofthe Board or, ifthe number ofDirectors
then in office is less than a quorum, by 1 the unanimous written consent of the Directors then in
office, the affirmative vote ofa majority ofthe Directors then in office at a meeting held pursuant
to notice or waivers of notice complying with this Article of these Bylaws, or a sole remaining
Director.
A person elected to fill a vacancy as provided by this Section shall hold office until the next
annual election of the Board of Directors or until his or her death, resignation, or removal from
office.
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 6 OF 17
Page 31 of 66
Exhibit B
SECTION 1. NON -LIABILITY OF DIRECTORS
The Directors shall not be personally liable for the debts, liabilities, or other obligations of
the corporation.
SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS
To the extent that a person who is or was a Director, officer, employee or other agent of this
corporation has been successful on the merits in defense of any civil, criminal, administrative or
investigative proceeding brought to procure a judgment against such person by reason ofthe fact that
he or she is or was an agent of the corporation, or has been successful in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses actually and reasonably incurred
by the person in connection with such proceeding*
If such person either settles any such claim or sustains a judgment against him or her, then
indemnification against expenses, judgments, fines, settlements, and other amounts reasonably
incurred in connection with such proceedings shall be provided by this corporation but only to the
extent allowed by, and in accordance with the requirements of, Section 5238 of the California
Nonprofit Public Benefit Corporation Law.
SECTION 20. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of
insurance on behalf of any agent ofthe corporation (including a Director, officer, employee, or other
agent of the corporation) against any liability other than for violating provisions of law relating to
self -dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted
against or incurred by the agent in such capacity or arising out of the agent's status as such, whether
or not the corporation would have the power to indemnify the agent against such liability under the
provisions of Section 5238 ofthe California Nonprofit Public Benefit Corporation Law.
ARTICLE
OFFICERS
SECTION 1. NUMBER F OFFICERS
This corporation shall have an Executive Director, a Secretary, and a Treasurer as its officers,
and a Chair of the Board of Directors, as determined by the Board. In addition, it may have one
Assistant Director and any nunnbr of Assistant Secretaries, Treasurers, or other officers that the
Board deems appropriate. Any number of offices maybe held by the same person except that neither
the Secretary nor the Treasurer may serve as the Executive Director or Chair ofthe Board. The Chair
shall be the Executive Director unless another person is appointed to that office, and the Treasurer
shall be the chief financial officer unless another person is appointed to that office.
AMENDED BYLAWS OF CSA SAS
DIEGO COUNTY (AUGUST 2019) PAGE 7 OF 17
Page 32 of 66
Exhibit B
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as officer of this corporation. Officers shall be elected by the Board
of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or
is otherwise disqualified to serve, or until his or her successor is elected and qualified, whichever
occurs first.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it may deem desirable,
and such officers shall serve such terms, have such authority, and perform such duties as may be
prescribed from time to time by the Board of Directors.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed at any time, either with or without cause, by the Board of
Directors. Any officer may resign at any time by giving written notice to the Board or to the
Executive Director or. Secretary of the corporation. Any such resignation shall take effect at the date
ofreceipt ofsuch notice or at any later date specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective. The above provisions
of this Section shall be superseded by any conflicting t rnxs of a contract which has been approved
or ratified by the Board of Directors relating to the employment of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise of any
officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than
that of Executive Director, such vacancy may be filled temporarily by appointment by the Executive
Director until such time as the Board shall Fill the vacancy. Vacancies occurring in offices ofofficers
appointed at the discretion of the Board may or may not be filled, as the Board shall determine.
SECTION 6. DUTIES OF EXECUTIVE DIRECTOR
The Executive Director shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, supervise and control the corporation's affairs and
the officers' activities. He or she shall perform all duties incident to his or her office and such other
duties as may be required by law, the Articles of Incorporation of this corporation, or these Bylaws,
or which may be prescribed from time to time by the Board. He or she shall be a member of the
Board ex officio, , and unless another person is specifically appointed Chair of the Board, he or she
shall preside at all meetings thereof. If applicable, the Executive Director shall preside at all
meetings of the members. Except as otherwise expressly provided by law, the Articles, or these
Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds,
contracts, checks, or other instruments that may from time to time be authorized by the Board.
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 8 OF 17
Page 33 of 66
Exhibit B
SECTION 7. DUTIES OF ASSISTANT DIRECTOR
In the absence of the Executive Director, or in the event of his or her inability or refusal to
act, the Assistant Director shall perform all the duties ofthe Executive Director, and when so acting
shall have all the powers of, and be subject to all the restrictions on, the Executive Director. The
Assistant Director shall have other powers and perform such other duties as may be prescribed by
law, the Articles of Incorporation of this corporation, or these Bylaws, or as may be prescribed by
the Board ofDirectors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
(a) Certify and keep current at the principal office of the corporation the original or a
copy of these Bylaws as amended or otherwise altered from time to time;
(b) Keep at the principal office of the corporation or at such other place as the Board of
Directors may determine a book of minutes of all meetings of the Directors and, if
applicable, meetings of committees of Directors, recording therein the time and place
of holding, whether regular or special, how called, how notice thereof was given, the
names of those present or represented at the meeting, and the proceedings thereof;
(c) See that all notices are duly given in accordance with the provisions of these Bylaws
or as required by law;
(d) Be custodian of the records and of the seal of the corporation and see that the seal is
affixed to all duly executed documents, the execution of which on behalf of the
corporation under its seal is authorized by law or these Bylaws;
(e) Upon request exhibit at all reasonable times to any Director ofthe corporation, or to
his or her agent or attorney, these Bylaws and the minutes of the proceedings of the
Directors of the corporation; and
(f) In general, perform all duties incident to the office of Secretary and such other duties
as may be required by law, the Articles of Incorporation of this corporation, or these
Bylaws, or which may be assigned to him or her from time to time by the Board of
Directors.
SECTION 9. DUTIES OF TREASURER
Subject to the provisions of Article 6 of these Bylaws, the Treasurer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the
corporation, and deposit all such funds in the name of the corporation in such banks,
trust companies, or other depositories as shall be selected by the Board and f Directors;
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 9 OF 17
Page 34 of 66
Exhibit B
(b) Receive and give receipts for monies due and payable to the corporation from any
source whatsoever;
(c) Disburse or cause to be disbursed the funds of the corporation as may be directed by
the Board of Directors, taking proper vouchers for such disbursements;
(d) Keep and maintain adequate and correct accounts of the corporation's properties and
business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains, and losses;
(e) Upon request exhibit at all reasonable times the books of account and financial
records to any Director of the corporation, or to his or her agent or attorney;
f Upon request render to the Executive Director and Directors an account of any or all
of his or her transactions as Treasurer and of the financial condition of the
corporation;
(g) Prepare or cause to be prepared and certify or cause to be certified the financial
statements to be included in any required reports; and
(h) In general, perform all duties incident to the office of Treasurer and such other duties
as may be required by law, the Articles of Incorporation of the corporation, or these
Bylaws, or which may be assigned to him or her from time to time by the Board. of
Directors.
SECTION 10. COMPENSATION
The salaries ofthe officers, if any, shall be fixed from time to time by resolution ofthe Board
of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a Director of the corporation, provided, however, that such compensation paid to
a Director for serving as an officer of this corporation shall only be allowed if permitted under the
provisions of Section 6 of Article 3 of these Bylaws. In all cases, any salaries received by officers
of this corporation shall be reasonable and given in return for services actually rendered for the
corporation and relating to the perfornnance of the charitable or public purposes of this corporation.
[This space is intentionally blank.]
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AuGusT2O19) PAGE 10 OF 17
Page 35 of 66
Exhibit B
ARTICLE
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of Directors, designate two or more of
its members (who may also be serving as officers of this corporation) to constitute an Executive
Committee and delegate thereto any of the powers and authority of the Board in the management of
the business and affairs of the corporation, except with respect to:
(a) The filling of vacancies on the Board or on any committee which has the authority .
of the board;
(b) The fixing of compensation of the Directors for serving on the Board or on any
committee;
(c)
The amendment or repeal of Bylaws or the adoption of new Bylaws;
(d) The arnendrncnt or repeal or any resolution of the Board which by its express terms
is not so amendable or repealable;
(e) The appointment of committees of the Board or the members thereof;
(f) The expenditure of corporate funds to support a nominee for Director after there are
more people nominated for Director than can be elected;
(g)
The approval of any transaction to which this corporation is a party and in which one
or more of the Directors has a material financial interest, except as expressly
provided in Section d of the California Nonprofit Public Benefit
Corporation Law.
By a majority vote ofits members then in office, the Board may at any time revoke or modify
any or all of the authority so delegated to the Committee, increase or decrease (but not below two
the number of its members, and f .11 vacancies therein from the members of the board. The
Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate
records, and report the sane to the Board from time to time as the Board may require.
SECTION 2. OTHER COMMITTEES
The corporation shall have such other eormnnittees as may from time to time be designated
by resolution of the Board of Directors. Such other committees may consist of persons who are not
also members of the board. These additional committees shall act in an advisory capacity only to
the Board and shall be clearly titled as "advisory" committees.
AMENDED Bnaws OF CSA SAN DIEGO COUNTY (AUGUST 2019)
PAxE11 OF17
Page 36 of 66
Exhibit B
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by and noticed, held, and taken in
accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with
such changes in the context of such Bylaw provisions as are necessary to substitute the committee
and its members for the Board and its members, except that the time for regular meetings of
committees may be fixed by resolution of the Board or by the committee. The time for special
meetings of committees may also be fixed by the Board. The Board may also adopt rules and
regulations pertaining to the conduct of meetings of committees to the extent that such rules and
regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE
EXECUTION ION OF INSTRUMENTS, DEPOSITS, AND FUNDS
SECTION I. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution
authorize any officer or agent of the corporation to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority may be general or
confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any
power or authority to bind the corporation by any contract or engagement or to pledge its credit or
to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors or as
otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and
other evidence of indebtedness of the corporation shall each be signed by the Treasurer and
countersigned by the Executive Director of the corporation if their value is $250.00 or more and may
be signed by the Treasurer alone if their value is less than that amount.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the
corporation in such banks, trust companies, or other depositories as the Board of Directors may
select,
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift,
bequest, or devise for the charitable or public purposes of this corporation.
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 12 OF 17
Page 37 of 66
Exhibit B
ARTICLE 7
CORPOIUTE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office in the State of California or, ifthere is no
such office in California, at its principal office in another state:
(a) Minutes ofal meetings ofDirectors and committees ofth Board indicating the time
and place ofholding such meetings, whetherregular or special, how called, the notice
given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its
properties and business transactions and accounts of its assets, liabilities, receipts,
disbursements, gains, and losses; and
(c) A copy of the Articles of Incorporation of this corporation and of these Bylaws as
amended to date, at all reasonable times during office hours.
SECTION . CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter a corporate seal. Such seal shall be
kept at the principal office of the corporation. Failure to affix the seal to corporate instalments,
however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every Director shall have the absolute right at any reasonable time to inspect and copy all
books, records and documents ofevery find and to inspect the physical properties oft corporation.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person, or by agent or
attorney, and the right to inspection includes the right to copy and make extracts.
SECTION 5. ANNUAL REPORT
The Board shall cause an annual report to be furnished not later than e hundred and twenty
(120) days after the close of the corporation's fiscal year to all Directors of, the corporation, which
report shall contain the following information in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the corporation as of the end
of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal
year;
AMENDED BYLAWS OF CSA SA1v DIEGO COUNTY (AUGUST 2019) PAGE 13 OF 17
Page 38 of 00
Exhibit B
(c) The revenue or receipts of the corporation, both unrestricted and restricted to
particular purposes, for the fiscal year;
(d) The expenses or disbursements of the corporation, for both general and restricted
purposes, during the fiscal year; and
(e)
Any information required by Section 7 of this Article.
The annual report shall be accompanied by any report thereon of independent accountants,
or, if there is no such report, the certificate of an authorized officer of the corporation that such
statements were prepared without audit from the books and records ofthe corporation.
SECTION . ANNUAL STATEMENT OF SPECIFIC
TRANSACTIONS TO DIRECTORS
This corporation shall snail or deliver to all Directors a statement within one hundred and
twenty (120) days after the close of its fiscal year which briefly describes the amount and
circumstances of any indemnification or transaction of the following kind:
(a)
Any transaction in which the corporation, or its parent or .its subsidiary, was a party,
and in which either of the following had a direct or indirect material financial
interest:
(1)
Any Director or officer of this corporation or of its parent or subsidiary (a
mere common Directorship shall not constitute a material financial interest);
or
(2) Any holder of more than ten percent 1% of the voting power of the
corporation or of its parent or subsidiary.
The above statement need only be provided with respect to a transaction during the previous
fiscal year involving more than FIFTY THOUSAND DOLLARS $ 0,00 or which was one of a
number of transactions with the same persons involving, in the aggregate, more than FIFTY
THOUSAND DOLLARS $ , 0 .
Similarly, the statement need only be provided with respect to indemnifications or advances
aggregating more than TEN THOUSAND DOLLARS $1 ,coo paid during the previous fiscal year
to any Director or officer.
Any statement required by this Section shall briefly describe the names of the interested
persons involved in such transactions, stating each prson's relationship to the corporation, the
nature ofsu person's interest in the transaction, and, where practical, the amount of such interest,
provided that in the case of a transaction .with a partnership of which such person is a partner, only
the interest of thpartnership need be stated.
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 24I 9) PAGE 14 OF 17
Page 39 of 66
year.
Exhibit B
ARTICLE
FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on July 1 and end on June 30 of the following
ARTICLE
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws ofpublic benefit
nonprofit corporations, these Bylaws, or any ofthem, may be altered, amended, or repealed and new
Bylaws adopted by approval . f the Board of Directors.
ARTICLE 10
AMENDMENT OF ARTICLES
SECTION I. AMENDMENT
Any amendment of the Articles of Incorporation of this corporation may be adopted by
approval of.th Board of Directors.
SECTION 2. CERTAIN AIVIENDMENTS
Notwithstanding the above sections of this Article, this corporation shall not amend its
Articles of Incorporation to alter any statement which appears in the original Articles of
Incorporation ofthe names and addresses ofthe first Directors of this corporation, nor the name and
address of its ithtial agent, except to correct an error in such statement or to delete such statement
after the corporation has filed a Statement of Information or similar document pursuant to Section
6210 of the California Nonprofit Corporation Law.
[This space is intentionally blank.]
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 15 OF 17
Page 40 of 66
Exhibit B
ARTICLE 11
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE
PROFITS AND ASSETS
No Director, officer, employee, or other person connected with this corporation, or any
private individual, shall receive at any time any of the net earnings or pecuniary profit from the
operations of the corporation, provided, however, that this provision shall not prevent payment to
any such person of reasonable compensation for services performed for the corporation in effecting
any ofits public or charitable purposes, provided that such compensation is otherwise permitted by
these Bylaws and is ,fixed by resolution of the Board of Directors; and no such person or persons
shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on
dissolution of the corporation.
ARTICLE 12
MEMBERS
SECTION 1. NO VOTING MEMBERS
As authorized by Section 5310 of the Nonprofit Public Benefit Corporation Law, this
corporation shall have no "members" within the meaning of Section. 5056. Any action that, by law
or under any provision of the corporation's Articles of Incorporation or of these Bylaws, would
require approval by a majority of all members or approval by the members ers shall only require the
approval of the Board of Directors. However, pursuant to Section 5332(a) of the Nonprofit Public
Benefit Corporation Law, this corporation may refer to persons associated with it or for whose
interests it advocates as "members" even though such persons are not members within the meaning
of Section 505.
ARTICLE 13
PRIVACY
SECTION 1: BEST EFFORTS TO MAINTAIN PRIVACY
The corporation recognizes that the privacy ofits members and personnel (including officers
and directors) is extremely important to them and that maintaining their privacy is essential to the
smooth and effective functioning of the corporation. Therefore, notwithstanding any other provision
of these Bylaws, the corporation's policy shall be to nnaintain the privacy of its members and
personnel to the maximum extent permitted by law. To this end, the corporation shall use its best
efforts not to disclose any information about its members or personnel except as may be required by
law or with the person's consent to disclosure. However, the corporation shall have no liability for
failure to prevent the disclosure ofinforrnation about its members or personnel if the disclosure was
in good faith.
Awn
ED BYLAWS OF CSA SAID DIEGO COUNTY (AUGUST 2019) PAGE 16 OF 17
Page 41 of 66
Exhibit B
• WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS .
I, the .undersigned, am one of the initial Directors of CSA San, Di.Ogo .County, a California
public -benefit corporation, and, pursuant to the authority granted to the Directors by these Bylaws..
to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt.
these Bytaws, consisting of 17pages (including this page), as the Bylaws of this .corporation..
Dale: Cliff III
13.1 Jo Preciado, Board President
* * *
CERTIFICATE
This is to certify that: the foregoing is a true and correct copy of the Bylaws of csA San
Diego County and that the Bylaws were duly adopted by the Board of Directors of the corpora:tion. • .
on the date set forth above.
1f
6
Date: lit /I/
ose Preciado, Board President
Page 42 of 66
Exhibit B
CSA San Diego County
Board of Directors
Jose Preciado, Board President
Director Academic Engagement Programs
San Diego State University
5500 Campanille Drive
San Diego, CA 92182-1623
(619) 922-2209
JosePreciado@yahoo.com
Jesus Pacheco, Board Member Najah S. Abdelkader, Board Member
EJE Academies Charter School
581 S. Johnson Avenue
El Cajon, CA 92020
(619) 261-2100
eva5]@yahoo.com
Besma Coda, Board Member
Director,. San Ysidro Health Center
CNASSA division of S` HC
436 S. Magnolia, Suite 201
El Cajon, CA 92020
Tel: 61 -631-7 00 Ex, 4833
besmacoda SYHC.org
San Diego State University -
American Language Institute
6128
Mesita Dr,
San Diego, CA 92115
(619)315-6604
najahalt@yahoo.com
Yusef Miller, Board Member
326 Felicita Ave. #12
Escondido,
(240) 876-30
yusetm@hotmail.corn
CA 92025
Page 43 of 66
3312667
ARTICLES OF MORPORATION
OF
csA sArr narEca COUNTY .
ONE: Th name of this cowoxattot is CSA San Diego County.
'Exhibit 8
L Li. itlAiiKb yr' NAq LE
ill Om orririeof thD S9Crotaryestate
of the Sit,te et bolifornia
AUG 2010
•
•
MO: This borpoiation io anonprofit public n firap oration tad is not ozgavized for th private
snit of amago . it Jo orivinized under thellonprotitiub i Benefit Cmomtion Law for public
FiKpcses 1 The specificpurpose o whid thi8 coxporatiotrg the promotion of social
wet= through advoomy for and education regarding issues of sooialjustice, tatting but not
liinited to tiousiniland buroan rights.
TUB : The name address this stat6 of ov oration's inithe agent forarc of process
is Kiri M. Taylor, 99 Bast &C» Street, Suite ' ; 1 , CA }
FOUR: (a) This corporation is organized and operated exciusivitiytat charitable, educationali, and
scientific puzposes Within the mea.nios of 9ec#iot. .541(c)(3) of the IZatcrnat Iztvenue Cob.
•
(b) otwthIsiohvithstanding any other provision of Mesemole, tht coxporationshall riot carry on any
other activities tot permitteilto be wed obi 1) by corporatio , exempt:from airederel income tax
under Sermon o ofthe Internal RevenueCode or 3i a corporation ootributions to which
are deductiblo under Section the Internal Revetme Coder
(o)No I tardlat part of tho activities ofthis ooxporation shall cortabt caaying of propaganda,
or otherwise attemptingde a o,angl tho cOrporatiola shall not participate o iuteryae
any -political campaign (including the publish or distibution of statements) on behalf; or iu
oppositioa to, any candidate. for public dace.
The rerty of this corporation. is frrevocably ddedicated to charitable pup oses and
educational and ieni os �b� the requirements o Section 2 the California.
� izai�nshaI1 Revenue id Taxation Code, and o part dale et income. asses 'b orgarauttion ever
inure to the benefitmotor, dem or member thereof or the benefit of any plivatel)errs ,
■
Page 1 o .
Page 44 of 66
•
3
•
1
•
•
Exhibit B
SIX: On the dissolOon. or winding up of the corporation, its assets remati after payment of, or
provision for payment of, ali debts atd liabilities of this nzptiratiori, shall be distributed to
nonprofit f d, foundatioA, or oorporati on that is gaqid aid operated exolusively for charitable
pirpmes aud edupatignal and scientific purposes raeotbg the requirements k 4 of the
CON* BiOvorruo la Taxation Code and itatlaas est4blished its status under S al=
501(0(3)of the IntFrnallleventieCode.
•
w Date: August , 2010,
1
K . Taylor, rem
•
•
Page 2 of 2
4
ti
1
•
•
•
•
•
•
•
rage 45 of 66
Exhibit B
AMENDED BYLAWS
OF
CSA SAN DIEGO COUNTY
A CALIFORNIA PUBLIC BENEFIT CORPORATION
(AMENDED AUGUST 2019)
ARTICLE 1
OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation for the transaction of its business will be located in
San Diego County, California,
SECTION 2. CHANGE OF ADDRESS
The county of the corporation's principal office can be changed only by amendment of these
Bylaws and not otherwise. The Board of Directors may, however, change the principal office from
one location to another within the named county by noting the changed address and effective date
below, and such changes of address shall not be deemed an amendment of these Bylaws:
Address: Date:
Address: Date:
Address: Date:
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, within or without the State of
California, where it is qualified to do business, as its business may require and as the Board of
Directors may, from time to time, designate.
ARTICLE
ORGANIZATIONAL PURPOSE
SECTION I. MISSION N AND PURPOSE
The primary mission and purpose of this corporation shall be the promotion of social justice
and public welfare through advocacy against all forms of discrimination, including but not limited
to advocacy for the eradication of housing discrimination to assure equal housing opportunity for all
individuals,
Page 46 of 66
Exhibit B
ARTICLE 3
DIRECTORS
SECTION 1. NUMBER
The corporation shall have at least three and no more than seven (7) Directors, and
collectively they shall be known as the Board of Directors (or "the Board"). The number may be
changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, in
accordance with these Bylaws.
SECTION . POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any
limitations in the Articles of Incorporation of this corporation (also identified herein as "the
Articles") and Bylaws, the activities and affairs of this corporation shall be conducted and all
corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 3. DUTIES
It shall be the duty of the Directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, the
Articles of Incorporation of this corporation, or these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in
these Bylaws, prescribe the duties and fix the compensation, if any, of all officers,
agents, and employees of the corporation;
(c) Supervise all officers, agents, and employees ofthe corporation in order to assure that
their duties are performed properly,
(d) Meet at such times and places as required by these Bylaws; and
(e) Register their addresses with the Secretary of the corporation, such that notices of
meetings mailed or telegraphed to them at such addresses shall be valid notices
thereof.
SECTION 4. TERMS OF OFFICE
Bach Director shall hold office until the next annual n .eeting for election of the Board of
Directors as specified in these Bylaws, and until the Director's successor is elected and qualifies.
SECTION 5. COMPENSATION
Directors shall serve without compensation unless otherwise agreed by the Board, but, if so,
not to exceed $50.00 per regular meeting. In addition, they shall be allowed reasonable advancement
Air
ED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 2 OF 17
Page 47 of 66
Exhibit B
or reimbursement of expenses incurred in the performance of their regular duties as specified in
Section 3 of this Article. Directors may not be compensated for rendering their services to the
corporation in any capacity other than Director unless such other compensation is reasonable and is
allowable under the provisions of Section 6 of this Article.
SECTION 6. RESTRICTION REGARDING INTERESTED ESTE1 IRE TORS
Notwithstanding any other provision ofthese Bylaws, not more than forty-nine percent (49%)
of the persons serving on the Board may be interested persons. For purposes of this Section,
"interested persons" means either:
(a) Any person currently being compensated by the corporation for services rendered it
within the previous twelve (12) months, whether as a full- or part-time officer or
other employee, independent contractor, or otherwise, excluding any reasonable
compensation paid to a Director as Director; or
(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-
in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided
by the Board or at such place within or without the State of California that has been designated from
time to time by resolution of the Board of Directors. In the absence of such designation, any meting
not held at the principal office ofthe corporation shall be valid only if held on the written consent
ofall Directors given either before or after the meeting and filed with the Secretary of the
corporation or after all Board members have been given written notice ofthe meeting as hereinafter
provided for special meetings of the Board.
Any meeting, regular or special, may be held by conference telephone, electronic video
screen communication, or other communications equipment. Participation in a meeting through use
of conference telephone constitutes presence in person at that meeting so long as all Directors
participating in the meeting are able to hear one another. Participation in a meeting through use of
electronic video screen communication or other communications equipment (other than conference
telephone) constitutes presence in person at that meeting if all of the following apply:
(a) Each .Director participating In the meeting can communicate with all the other
Directors concurrently;
(b) Bach Director is provided the means of participating in all matters before the board,
including, without limitation, the capacity to propose, or to interpose an objection to,
a specific action to be taken by the corporation; and
(c) The corporation adopts and implements some means of verifying 1 that all persons
participating in the meeting are Directors ofthe corporation or are otherwise entitled
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 3 OF 17
Page 48 of 66
Exhibit B
to participate in the meeting and that all actions of or votes by the Board are taken
and cast only by Directors and not by persons who are not Directors.
SECTION 8.1 REGULAR LA AND ANNUAL MEETINGS
Regular meetings of Directors shall be held annually on a non -holiday weekday.
At the annual meeting, Directors shall be elected by the Board of Directors and in all other
respects in accordance with this section. Cumulative voting by Directors for the election ofDirectors
shall not be permitted. The candidates receiving the highest number of votes up to the number of
Directors to be elected shall be elected. Each Director shall cast one vote, with voting being by
ballot only.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chair of the Board, the
Secretary, any two Directors, the Executive Director, or the Assistant Director, and such meetings
shall be held at the place, within or without the State of California, designated by the person(s)
calling the meeting, and in the absence of such designation, at the principal office of the corporation.
SECTION 10. NOTICE OF MEETINGS
GS
Regular meetings of the Board may be held without notice. Special meetings of the Board
shall be held upon four days' notice by first-class mail or forty-eight 4 hours' notice delivered
personally or by telephone or telegraph. If sent by mail or telegraph, the notice shall be deemed to
be delivered on its deposit in the mail or on its delivery to the telegraph company. Such notices shall
be addressed to each Director at his or her address as shown on the books of the corporation. If a
meeting is adjourned without all business having been concluded, notice of the time and place of a
follow-up meeting need not be given to any absent Directors if (1) the time and place of the
adjourned meeting are fixed at the adjourned meeting and the adjourned meeting is held no more
than twenty-four 2 hours after the start time of the adjourned meeting. Notice shall be given in
all other cases.
SECTION I.I.. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, day, and hour of the
meeting. The purpose of any Board meeting need not be specified in the notice.
SECTION 12. WAIVER OF NOTICE AND CONSENT
TO HOLDING MEETINGS
The transactions of any meeting of the board, however called and noticed or wherever held,
are as valid as though the meeting had been duly held after proper call and notice, provided than a
quorum (defined below) is present and that either before or after the meeting each Director not
present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 4 OF 17
Page 49 of 66
Exhibit B
thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made
a pars of the minutes of the meeting.
SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of fifty percent (50%) of the Directors plus one (1) Director.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this
corporation, or by law, no business shall be considered by the Board at any meeting at which a
quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain
at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting
may adjourn from time to time until the time fixed for the next regar meeting of the board.
When a meeting is adjourned for lack ofa quorum, it shall not be necessary to give any notice
of the time and place of the adjourned meeting or of the business to be transacted at such meeting,
other than by announcement at the meeting at which the adjournment is taken, except as provided
in Section 10 of this Article.
The Directors present at a duly called and held meeting at which a quorum is initially present
may continue to do business notwithstanding the loss ofa quorum at the meeting due to a withdrawal
of Directors from the meeting, provided that any action thereafter taken must be approved by at least
a majority of the required quorum for such meeting or such greater percentage as may be required
by law, or the Articles of Incorporation or Bylaws of this corporation.
SECTION 14. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors present at a meeting duly
held at which a , quorum is present is the act of the Board of Directors, unless the Articles of
Incorporation of this corporation, these Bylaws, or provisions of the California Nonprofit Public
Benefit Corporation Law, particularly those provisions relating to appointment of committees
(Section 5212), approval of contracts or transactions in which a Director has a material financial
interest (Section 5233), and indemnification of Directors (Section 5238e), require a greater
percentage or different voting rules for approval of a natter by the board.
SECTION I. CONDUCT MEETINGS
Meetings of the Board of Directors shall be presided over by the Chair of the Board or, if
such person is absent or has not been designated, by the Executive Director of the corporation or,
if such person is absent or has not been designated, by the Assistant Director of the corporation or,
if such person is absent or has not been designated, by a Chair chosen by a majority of the Directors
present at the meeting. The Secretary ofthe corporation shall act as secretary of all meetings ofthe
board, provided that, in his or her absence, the presiding officer shall appoint another person to act
as Secretary of the Meeting.
AMENDED BYLAWS F CSA S A
DIEGO COUNTY (AUGUST 2019) PAGE 5 OF 17
Page 50 of 66
Exhibit B
Meetings shall be governed byRoberts' Rules of Order, as such rules may be revised from
time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the
Articles of Incorporation of this corporation, or with provisions of law.
SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT
WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors under any provision
of law may be taken without a meeting, if all members of the Board individually or collectively
consent in writing to such action. For the purposes of this Section only, "all members ofthe board"
shall not include any "interested Director" as defined in Section 5233 of the California Nonprofit
Public Benefit Corporation Law. Such written consent(s) shall be filed with the minutes of the
proceedings ofthe board. Such action by written consent shall have the same force and effect as the
unanimous vote ofthe Directors. Any certificate or other document filed under any provision oflaw
which relates to action so taken shall state that the action was taken by unanimous written consent
of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the
Directors to so act, and such statement shall be prima facie evidence of such authority.
SECTION 17. VACANCIES
Vacancies on the Board of Directors shall exist I on the death, resignation, or removal of
any Director, and 2 whenever the number of authorized Directors is increased.
The Board of Directors may declare vacant the office of a Director who has been declared
of unsound mind by a final order of court, or convicted of a felony, or found by a final order or
judgrnent of any court to have breached any duty under Section 5230 et seq. of the California
Nonprofit Public Benefit Corporation Law.
Directors may be removed without cause by a rnajority of the Directors then in office.
Any Director may resign by giving written notice to the Chair of the Board, the Executive
Director, the Secretary, or the Board ofDirectors, and such notice shall take effect at that time unless
it specifies a later time for the effectiveness of such resignation. No Director may resign if the
corporation would then be left without a duly elected Director or Directors in charge of its affairs,
except upon notice to the Attorney General.
Vacancies on the Board may be filled by approval of the Board or, if the number ofDirectors
then in office is less than a quorum, by 1 the unanimous written consent of the Directors then in
office, 2 the affirmative vote ofa majority ofthe Directors then in office at a meeting held pursuant
to notice or waivers of notice complying with this Article of these Bylaws, or a sole remaining
Director.
A person elected to fill a vacancy as provided by this Section shall hold office until the next
annual election of the Board of Directors oruntil his or her death, resignation, or removal from
office.
AMENDED BYLAWS OF CSA BAN DIEGO COUNTY (AUGUST 2019) PAGE 6 OF 17
Page 51 of 66
Exhibit B
SECTION 18. NON -LIABILITY OF DIRECTORS
The Directors shall not be personally liable for the debts, liabilities, or other obligations of
the corporation.
SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS
To the extent that a person who is or was a Director, officer, employee or other agent of this
corporation has been successful on the merits in defense of any civil, criminal, administrative or
investigative proceeding brought to procure a j udg ent against such person by reason ofth fact that
he or she is or was an agent ofthe corporation, or has been successful in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses actually and reasonably incurred
by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then
indemnification against expenses, judgments, fines, settlements, and other amounts reasonably
incurred in connection with such proceedings shall be provided by this corporation but only to the
extent allowed by, and in accordance with the requirements of, Section 5238 of .the California
Nonprofit Public Benefit Corporation Law.
SECTION 20. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of
insurance on behalf of any agent ofthe corporation (including a Director, officer, employee, or other
agent of the corporation) against any liability other than for violating provisions of law relating to
self -dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted
against or incurred by the agent in such capacity or arising out of the agent's status as such, whether
or not the corporation would have the power to indemnify the agent against such liability under the
provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.
ARTICLE 4
OFFICERS
SECTION 1. NUMBER OF OFFICERS
This corporation shall have an Executive Director, a Secretary, and a Treasurer as its officers,
and a Chair of the Board of Directors, as determined by the Board. In addition, it may have one
Assistant Director and any number of Assistant Secretaries, Treasurers, or other officers that the
Board deems appropriate. Any number of offices may be held by the sane person except that neither
the Secretary nor the Treasurer may serve as the Executive Director or Chair ofthe Board. The Chair
shall be the Executive Director unless another person is appointed to that office, and the Treasurer
shall be the chief financial officer unless another person is appointed to that office.
AMENDED BYLAWS OF C SA SAN DIEGO COUNTY (AUGUST 2019)
PAGE OF17
Page 52 of 66
Exhibit B
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as officer of this corporation. Officers shall be elected by the Board
of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or
is otherwise disqualified to serve, or until his or her successor is elected and qualified, whichever
occurs first.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it may deem desirable,
and such officers shall serve such terms, have such authority, and perform such duties as may be
prescribed from time to time by the Board of Directors.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed at any time, either with or without cause, by the Board of
Directors. Any officer may resign at any time by giving written notice to the Board or to the
Executive Director or Secretary ofthe corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective. The above provisions
of this Section shall be superseded by any conflicting terms of a contract which has been approved
or ratified by the Board of Directors relating to the employment of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise of any
officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than
that ofExecutiv Director, such vacancymay be filled temporarily by appointment by the Executive
Director such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers
appointed at the discretion of the Board may or may not be filled, as the Board shall determine.
SECTION 6. DUTIES OF EXECUTIVE DIRECTOR
The Executive Director shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, supervise and control the corporation's affairs and
the officers' activities. He or she shall perform all duties incident to his or her office and such other
duties as may be required by law, the Articles ofIncorporation of this corporation, or these Bylaws,
or which may be prescribed from time to time by the Board. He or she shall be a member of the
Board ex officio, o, and unless another person is specifically appointed as Chair of the Board, he or she
shall preside at all meetings thereof. If applicable, the Executive Director shall preside at all
meetings of the members. Except as otherwise expressly provided by law, the Articles, or these
Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds,
contracts, checks, or other instruments that may from time to time be authorized by the Board.
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 8 OF 17
Page 53 of 66
Exhibit B
SECTION 7. DUTIES OF ASSISTANT DIRECTOR
In the absence of the Executive Director, or in the event of his or her inability or refusal to
act, the Assistant Director shall p rf rm all the duties ofth Executive Director, and when so acting
shall have all the powers of, and be subject to all the restrictions on, the Executive Director. The
Assistant Director shall have other powers and perform such other duties as may be prescribed by
law, the Articles of Incorporation of this corporation, or these Bylaws, or as may be prescribed by
the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
(a) Certify and keep current at the principal office of the corporation the original or a
copy of these Bylaws as amended or otherwise altered from time to time;
(b) Keep at the principal office of the corporation or at such other place as the Board of
Directors may determine a book of minutes of all meetings of the Directors and, if
applicable, meetings of committees of I ireet rs, recording therein the time and place
of holding, whether regular or special, how called, how notice thereof was given, the
names of those present or represented at the meeting, and the proceedings thereof;
(c) See that all notices are duly given in accordance with the provisions of these Bylaws
or as required by law;
(d) Fcustodian ofthe records and of theseal of the corporation and see that the seal is
affixed to all duly executed documents, the execution of which on behalf of the
corporation under its seal is authorized by law or these Bylaws;
(e)
(f)
Upon request exhibit at all reasonable times to any Director of the corporation, or to
his or her agent or attorney, these Bylaws and the minutes of the proceedings of the.
Directors of the corporation; and
In general, perform all duties incident to the office of Secretary and such other duties
as may be required by law, the Articles of Incorporation of this corporation, or these
Bylaws, or which may be assigned to him or her from time to time by the Board of
Directors.
SECTION 9. DUTIES OF TREASURER
Subject to the provisions of Article 6 of these Bylaws, the Treasurer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the
corporation, and deposit all such funds in the name of the corporation in such banks,
trust companies, or other depositories as shall be selected by the Board of Directors;
AMENDED BYLAWS OF CSA SAT
DIEGO COUNTY (AUGUST 2019)
PAGE 9 OF 17
Page 54of 66
Exhibit B
(b) Receive and give receipts for monies due and payable to the corporation from any
source whatsoever;
(c) Disburse or cause to bedisbursed the funds of the corporation as may be directed by
the Board of Directors, taking proper vouchers for such disbursements;
(d) Keep and maintain adequate and correct accounts ofthe corporation's properties and
business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains, and losses;
(e) Upon request exhibit at all reasonable times the books of account and financial
records to any Director of the corporation, or to his or her agent or attorney;
Upon request render to the Executive Director and Directors an account of any or all
of his or her transactions as Treasurer and of the financial condition of the
corporation;
(g) Prepare or cause to be prepared and certify or cause to be certified the financial
statements to be included in any required reports; and
(h) In general, perform all duties incident to the office of Treasurer and such other duties
as may be required by law, the Articles of Incorporation ofthe corporation, or these
Bylaws, or which may be assigned to him or her from time to time by the Board of
Directors.
SECTION 10. COMPENSATION
The salaries ofthe officers, if any, shall be fixed from time to time by resolution of the Board
of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a Director of the corporation, provided, however, that such compensation paid to
a Director for serving as an officer of this corporation shall only be allowed if permitted under the
provisions of Section 6 of Article 3 of these Bylaws. In all cases, any salaries received by officers
of this corporation shall be reasonable and given in return for services actually rendered for the
corporation and relating to the performance of the charitable or public purposes of this corporation.
[This space is intentionally blank.]
AMENDED BYLAWS OF CSA SAN DIEGO COUN
TY U U T 2019) PAGE 10 OF 17
Page 55 of 66
Exhibit B
ARTICLE
COMMITTEES
SECTION I, EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of Directors, designate two or more of
its members (who may also be serving as officers of this corporation) to constitute an Executive
Committee and delegate thereto any of the powers and authority of the Board in the management of
the business and affairs of the corporation, except with respect to:
(a) The filling of vacancies on the Board or on any committee which has the authority
of the board;
(b) The fixing of compensation of the Directors for serving on the Board or on any
committee;
(c) The amendment or repeal of Bylaws or the adoption of new Bylaws;
(d) The amendment or repeal or any resolution ofthe Board which by its express terms
is not so amendable or repealable;
(g)
The appointment of committees of the Board or the members thereof;
The expenditure of corporate funds to support a nominee for Director after there are
more people nominated for Director than can be elected;
The approval of any transaction to which this corporation is a party and in which one
or more of the Directors has a material financial interest, except as expressly
provided in Section 52 3 of the California Nonprofit Public Benefit
Corporation Law.
By a majority vote of its members then in office, the Board may at any time revoke or modify
any or all of the authority so delegated to the Committee, increase or decrease (but not below two
(2)) the number of its members, and fill vacancies therein from the members of the board. The
Committee shall keep regular minutes of its proceedings, cause there to be filed with the corporate
records, and report the same to the Board from time to time as the Board may require.
SECTION 2. OTHER COMMITTEES
The corporation shall have such other committees as may from time to time be designated
by resolution ofthe Board of Directors. Such other committees may consist of persons who are not
also members of the board. These additional committees shall act in an advisory capacity only to
the Board and shall be clearly titled as "advisory" connittees.
Air
ED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 110F 17
Page 56 of 66
Exhibit B
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by and noticed, held, and taken in
accordance with the provisions ofthese Bylaws concerning meetings of the Board of Directors, with
such changes in the context of such Bylaw provisions as are necessary to substitute the committee
and its members for the Board and its members, except that the time for regular meetings of
committees may be fixed by resolution of the Board or by the committee. The time for special
meetings of committees may also be fixed by the Board. The Board may also adopt rules and
regulations pertaining to the conduct of meetings of committees to the extent that such rules and
regulations are not inconsistent with the provisions ofthese Bylaws.
ARTICLE
EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution
authorize any officer or agent of the corporation to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority may be general or
confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any
power or authority to bind the corporation by any contract or engagement or to pledge its credit or
to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors or as
otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and
other evidence of indebtedness of the corporation shall each be signed by the Treasurer and
countersigned by the Executive greeter of the corporation if their value is $25OE00 or more and may
be signed by the Treasurer alone if their value is less than that amount.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the
corporation in such banks, trust companies, or other depositories as the Board of Directors may
select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift,
bequest, or devise for the charitable or public purposes of this corporation.
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 12 OF 17
Page 57 of 66
Exhibit B
ARTICLE
CORPORATE RECORDS, REPORTS AND SEAL
SECTION L MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office in the. State of California or, if there is no
such office in California, at its principal office in another state:
(a) Minutes of all meetings of Directors and committees of the Board indicating the time
and place of holding such meetings, whether regular or special, how called, the notice
given, and the names of those present and the proceedings thereof;
(b). .Adequate and correct books and records of account, including accounts of its
properties and business transactions and accounts of its assets, liabilities, receipts,
disbursements, gains, and losses; and
(c) A copy of the Articles of Incorporation of this corporation and of these Bylaws r as
amended to date, at all reasonable times during office hours.
SECTION . CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter a corporate seal. Such seal shall be
kept at the principal office of the corporation. Failure to affix the seal to corporate instruments,
however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' ' INSPECTION RIGHTS
Every Director shall have the absolute right at any reasonable time to inspect and copy all
books, records and documents ofeveryind and to inspect the physical properties of the corporation.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person, or by agent or
attorney, and the right to inspection includes the right to copy and make extracts.
SECTION 5. ANNUAL REPORT
The Board shall cause an annual report to be furnished not later than one hundred and twenty
(120) days after the close of the corporation's fiscal year to all Directors of the corporation, which
report shall contain the following information in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the corporation as of the end
of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal
year;
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY ((AUGUST 2019)
PAGE 13 OF 17
Page 58 of 66
Exhibit B
(c) The ,revenue or receipts of the corporation, both unrestricted and restricted to
particular purposes, for the fiscal year;
(d) The expenses or disbursements of the corporation, for both general and restricted
purposes, during the fiscal year; and
(e) Any information required by Section 7 of this Article.
The annual report shall be accompanied by any report thereon of independent accountants,
or, if there is no such report, .the certificate of an authorized officer of the corporation that such
statements were prepared without audit from the books and records of the corporation.
SECTION 6. ANNUAL STATEMENT OF SPECIFIC
TRANSACTIONS TO DIRECTORS
This corporation shall mail or deliver to all Directors a statement within one hundred and
twenty (120) days after the close of its fiscal year which briefly describes the amount and
circumstances of any indemnification or transaction of the following kind:
(a) Any transaction in which the corporation, or its parent or its subsidiary, was a party,
and in which either of the following had a direct or indirect material financial
interest:
(1) Any Director or officer of this corporation or of its parent or subsidiary (a
mere common Directorship shall not constitute amaterial financial interest);
or
(2) Any holder of more than ten percent 10% of the voting power of the
corporation or of its parent or subsidiary.
The above statement need only be provided with respect to a transaction during the previous
fiscal year involving more than FIFTY THOUSAND DOLLARS 0,0o or which was one of a
number of transactions with the same persons involving, inthe aggregate, more than FIFTY
THOUSAND D DOLLARS $ ,0 .
Sinnilarly, the statement need only be provided with respect to indemnifications or advances
aggregating more than TEN THOUSAND DOLLARS 10,0 0 paid during the previous fiscal year
to any Director or officer.
Any statement required by this Section shall briefly describe the names of the interested
persons involved in such transactions, stating each person's relationship to the corporation, the
nature of such person's interest in the transaction, and, where practical, .the amount of such interest,.
provided that in the case of a transaction with a partnership of which such person is a partner, only
the interest of the partnership need be stated.
AMENDED BYLAWS OF CSA SAN DIEGO COUN
TY (AUGUST 2019) PAGE 14 OF 17
Page 59 of 66
year.
Exhibit B
ARTICLE
FISCAL YEAR
SECTION I. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on July 1 and end on June 30 of the following
ARTICLE
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
1 ENT
Subject to any provision of law applicable to the amendment of Bylaws of public benefit
nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new
Bylaws adopted by approval of the Board of Directors.
ARTICLE 10
AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT
Any amendment of the Articles of Incorporation of this corporation may be adopted by
approval of the Board of Directors.
SECTION 2. CERTAIN AMENDMENTS
Notwithstanding the above sections of this Article, this corporation shall not amend its
Articles of Incorporation to alter any statement which appears in the original Articles of
Incorporation of the names and addresses of the first Directors of this corporation, nor the name and
address of its initial agent, except to correct an error in such statement or to delete such statement
after the corporation has filed a Statement of Information or similar document. pursuant to Section
6210 of the California Nonprofit Corporation Law.
{This space is intentionally blank]
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 15 OF 17
Page 60 of 66
Exhibit B
ARTICLE 11
PROHIBITION IBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE
PROFITS AND ASSETS
No Director, officer, employee, or other person connected with this . corporation, or any
private individual, shall receive at any time any of the net earnings or pecuniary profit from the
operations of the corporation, provided, however, that this provision shall not prevent payment to
any such person of reasonable compensation for services performed for the corporation in effecting
any of its public or charitable purposes, provided that such compensation is otherwise permitted by
these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons
shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on
dissolution of the corporation.
ARTICLE 12
MEMBERS
SECTION 1. NO VOTING MEMBERS
As authorized by Section 5310 of the Nonprofit Public Benefit Corporation Law, this
corporation shall have no "members" within the meaning of Section 5056. Any action that, by law
or under any provision of the corporation's Articles of Incorporation or of these Bylaws, would
require approval by a majority of all members or approval by the members shall only require the
approval of the Board of Directors. However, pursuant to Section a of the Nonprofit Public
Benefit Corporation Law, this corporation may refer to persons associated with it or for whose
interests it advocates as "members" even though such persons are not members within the meaning
of Section 5056.
ARTICLE 13
PRIVACY
SECTION 1. BEST EFFORTS TO MAINTAIN PRIVACY
The corporation recognizes that the privacy of its members and personnel (including officers
and directors) is extremely important to them and that maintaining their privacy is essential to the
smooth and effective functioning of the corporation. Therefore, notwithstanding any other provision
of these Bylaws, the corporation's policy shall be to maintain the privacy of its members and
personnel to the maximum extent permitted by law. To this end, the corporation shall use, its best
efforts not to disclose any information about its members or personnel except as may be required by
law or with the per-son's consent to disclosure. However, the corporation shall have no liability for
failure to prevent the disclosure of information about its members or personnel if the disclosure was
in good faith.
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 16 OF 17
Page 61 of 66
Exhibit B
• WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
I, the undOrsigned, am one of the initial Directors of CSA San, Diego County, a California
public -benefit corporation, kid, .pursuant to the authority granted to the Directors by these Bylaws.
to take action by unanimous written consent without a meeting, consent. to, and hereby do, adopt. •
these Bytaws, consisting of 1.7 .pages (including this page, as the Bylaws of this corporation. • . •
Date: qh 111
Preciado, Board President
* * *
CERTIFICATE
This is to certify that. the foregoing is a true .and correct copy of the Bylaws of csA San
Diego County and that the Bylaws were duly adopted by the Board of Directorsof dip. corporation; .
on the date set forth above.
Date, I I(
ose Preciado, Board President
•
A
Page 62 of 66
Exhibit D
AFFIRMATIVE ACTiON POLICY
Provision of Program Services
1. Subreolpient shall not, on the grounds of race, religion, color, national origin, sex, sexual
preference, or handicap, exclude any person from participation i'n, deny any person the
benefits of, or subject any person to discriminationunder any program or activity funded
in whole or in part with CDBG funds.
, 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 aic, or other benefits which are different
or are provided in a different form fronn 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.
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 anc arnendiments 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
Page 63 of 66
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 oricin, 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.
7. 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.
Notwithstanding anything to the contrary in Sections J. 1. (a. through h.), nothing
contained herein shall be construed to prohibit any Subrecipient frommaintaining 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.
Subrecipient shall, in all solicitations or advertisements for employees placed by or on
behalf of Subrecipient, state that all qualified aplicatioris 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
Page 64 0f 66
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 of September 24,
1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
6. 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 pad 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 No.
11.246 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 II, J. 2. (a. through f. , "Affirmative
Action Policy," paragraphs 1 through (6) in every subcontract or purchase order unless
exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to
Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions
will be binding upon each subcontractor or vendor. Subrecipient shall take such action
with respect to any subcontract or purchase order as the 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 USC 6101 et seq.) or with respect to any otherwise qualified
handicapped individual as provided in section 504 of the Rehabilitation Act of 1973 (29
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.).
Page 65 of 66
Exhibit D
Remedies
In the event of Subrecipient's failure to comply with any rules, regulations, or orders required to
be complied with pursuant to this Agreement, the 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.
Page 66 of 66
RESOLUTION NO. 2022 - 72
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY,
CALIFORNIA, ADOPTING THE U.S DEPARTMENT OF HOUSING AND URBAN
DEVELOPMENT (HUD) 20222023 ANNUAL ACTION PLAN AND ALLOCATING THE
2022-2023 HUD ENTITLEMENT GRANT FUNDS AND PROGRAM INCOME TO
COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AND HOME INVESTMENT
PARTNERSHIPS (WOME) PROGRAM ACTIVITIES PROPOSED FOR THE2022-2023
ANNUAL ACTION PLAN
WHEREAS, as an entitlement community, the City of National City "City")
administers the Community Development Block Grant (t1CDBG) and the Hone
Investment Partnerships Act ("HOME'T) Program for the Federal Government under the
United States Department of Housing and Urban Development ("HUD"); and
WHEREAS, per the federal regulations at 24 CFR, Part 91, the City is required to
prepare and submit an Annual Action 'flan for Housing and Community Development
Programs funded by CDBG and HOME; and
WHEREAS, HUD requires that all CDBG and HOME Program entitlement
communities, such as the City of National City, hold at least two public hearings and a
30-day public comment period to solicit input on the 2022-2023 Annual Action Plan; and
WHEREAS, the city council conducted a duly advertised Public Hearing on March
15, 2022, and May 3, 2022, to receive input from the public; and
WHEREAS, the 0-day comment period for the 2022-2023 Annual Action Plan
occurred from March 18, 2022, to April 18, 2022; and
WHEREAS, the city will incorporate public comments received for the 0 - 0 3
Annual Action Plan; and
WHEREAS, HUD has not released entitlement appropriations to the City and staff
has estimated the 0 - 023 HUD formula allocation to be $744,200.00 for CDBG and
$328,300.00 for the HOME Program which have been used to determine the Annual
Action Plan activities to consider for funding identifled in Exhibit "A"; and
WHEREAS, staff will make necessary adjustments to the CDBG and HOME
activity allocations listed in the Annual Action Plan by following the method described in
Exhibit "A" when final appropriations are provided by HUD; and
WHEREAS, the city Manager will be authorized to approve any adjustments made
to CDBG activity allocations. Staff IA return to ratify the final entitlement appropriations
to activities funded to City Council at the next available City Council meeting after HUD's
final entitlement appropriations are received; and
Resolution No. 2022--72
Page Two
WHEREAS, City staff has also identified and verified program income received
from the HOME Program in the amount of $1421387.00 to supplement further the funding
of activities in the 2022-2023 Annual Action Plan as listed En the attached Exhibit "A."
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NATIONAL CITY,
CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE, AND ORDER AS
FOLLOWS:
Section 1: HUD has not released entitlement appropriations to the City.
Section 2: City Council authorizes staff to make necessary adjustments to the
CDBG and HOME activity allocations listed in the Annual Action Plan by following the
method described in Exhibit "A" when final entitlement appropriations are provided by
HUD; and
section 3: City Council authorizes the City Manager to approve any adjustments
made to CDBG activity allocations. staff will return to ratify the final entitlement
appropriations to activities funded to City Council at the next available City Council
meeting after HUD's final entitlement appropriations are received; and
Section 4: city council authorizes allocating $142,387.00 in HOME Program
income to supplement the funding of activities specified in the 2022-2023 Annua! Action
Plan, as set forth in Exhibit A."
Section 5: City Council authorizes the submission of the 2022-2023 Annual
Action Plan for the expenditure of said funds to HUD.
Section 6: City Council authorizes the City Manager to execute the final
submission of the 2022-2023 Annual Action Plan, certifications, and agreements required
by HUD to fully implement the activities funded under sad Plan.
section 7 city council authorizes the city Manager to execute budget
adjustments as necessary to reflect the funding allocations in the 2022-2023 Annual
Action Plan.
Section 8: The City Clerk shall certify to the passage and adoption of this
Resolution and enter it into the book of original Resolution.
Resolution No. 20- 72
Page Three
PASSED and ADOPTED this 3rd day of May, 2022.
Alej nora SoteIo Soli , Chair
ATTEST:
Luz lin ., City Clerk
APPROVED AS TO FORM:
Charles E. Bell Jr., City orney
Passed and adopted by the City Council os the City of National City, California, on May
3, 2022 by the following vote, to -wit:
Ayes: Sotelo-Solis, Bush, Morrison, Rios, Rodriguez
Nays: None.
Apsent None.
Abstain: None.
AUTHENTICATED TED BY: ALEJANDRA SOTELO-SOUS
BY
Mayor of the City of National City, California
Luz Molina
City Clerk of the City of National City, California
kiCk
Shbiiey Chapel, MMDeputy Ci Clerk
t -
I 'f. - fir-
a _
-10 . -
HOME
Funding
Community
Investment
a omm
Development.
Partnerahlp
nd
ESTIMATED
tion
Block
(HOME)
for
HUD
Grant
Annual
Program
(CDBG)
Action
Year
and
2022
Plan
c---- ,
f 1
City
Fiscal
Year 2022.2023
CDBGEntitlement:
$ 744 0,00 HOME Entitleme-nt 328.300.0
CDtBG Pro -ram Income 22 `
- HOME Program Income 202 ; $ 142,387,OO
Total CDBG funds available:
T41, 0.00 Total HOME hinds available: $ 470,687.0Q
Community Development Block Grant (CDBG) Program
Non-Pubtio Servico Funds AvAltabra
pphic3nt Nand*
Pra r-rat Name Amount
Fire Department
Fire Station 34 Sections 108 Loan Payment $ 588.862.00
Planning and Adralpttlon Funds Available
Applicant Name
Program Hume
Amount
National City Housing Authority
CDBG Program Administration
$ 108.8,W 06
CSA San Diego County
Fair Housing & Tenant Landlord Services
40,000.Oil
COBG ActivitySet-Aside
Applicant Name
Program Name
Amount
National City Housing Authority
CDOG Activity Sal -Asada
8.438. 00
CDBG TOTAL;
c' 7 4,200.00
HOME Investments Partnership(HOME) Program
.- `"q�-
,_�1`,..L� .>: m
Project Funds ' f,.; • I I L -
Applicant Name
Program Name
Arrtount
3Natronai' ity Housing Authority
Affordable Housing Activities Set -Aside
$ 374, 73.00
National City Housing Authority set -aside for a Community
Housing Dove:c lamant Or anization
CHDO a -A; i
9 `t
-
•
T [ Planning and min llon �_.' ♦ 3`
Apip'licant Name ProgramName
Amount
National YiSy Flouting Authority HOME Program ram Administration
4 ,069O
HOME TOTAL:
$ 470,187.00
r e numbers abov5 are estimated entitlement award's ' tor COEIG and HOME is estimated d l S Department of HousAng and Urban Development (HUD) teas not released turtling aNcations
for program year 2022-2023 Staff has oropo^ed program funding recommendations for cOns.deration by City Courciit_ Funding comrnilments to any activity will depend on the ability to fund
the activity with the actual award made .0 the City by HUD.
Sheri HUD releases the itnat COBG entitlement award, f additional'iiir ding s received it will be appii 3d to the recommended CDBG Activity Set -Aside If there Is a decrease in the CCBG
entitlement award. the COS -Aside and activities listed under Program Administration n win be decreased propoi'tionatety. Likewise, t9 ire HOME entitlement award is increased cr
decreased. each HOME activity will increase or decrease proportionally
The City Marager will review and accept the Anal funding commitments as directed by the City Council.
RESOLUTION o 022 - 89
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY,
CALIFORNIA, RATIFYING THE SUBMISSION OF THE U.S DEPARTMENT OF
HOUSING AND URBAN DEVELOPMENT (HUD) 2022-2023 ANNUAL. ACTION PLAN
AND THE ALLOCATION OF 2022-2023 HUD ENTITLEMENT GRANT FUNDS AND
PROGRAM INCOME TO COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG)
AND HOME INVESTMENT PARTNERSHIPS (HOM E) PROGRAM ACTIVITIES
PROPOSED FOR 2022.2023 ANNUAL ACTION PLAN
WHEREAS, as an entitlement community, the City of National City ('city")
administers the Community Development Block Grant " DB ") and the Home
Investment Partnerships Act ("HOME") Program for the Federal Government under the
United States Department of Housing and Urban Development (1'HUD11); and
WHEREAS, EAS, per the federal regulations at 24 CFI , Part 91, the City is required to
prepare and submit an Annual Action Plan for Housing and Community Development
Programs funded by CDBG and HOME; and
WHEREAS; HUD requires that all CDBG and HOME Program entitlement
communities, such as the City of National City, hold at least two public hearings and a
30-day public comment period to solicit input on the 2022-2023 Annual Action Plan; and
WHEREAS, the City Council conducted a duly advertised Public Hearing on March
15, 2022, and May 3, 2022, to receive input from the public; and
WHEREAS, the 0-day comment period for the 2022-2023 Annual Action Plan
occurrec from March 18, 2022, to Aril 18, 2022; and
WHEREAS, the City will incorporate public comments received for the2022.23
Annual Action Plan; and
WHEREAS, per Resolution 2 22-72 HUD had not released entitlement
appropriations to the City by the second public hearing and staff estim t&d the 2022-2023
HUD formula allocation for the HOME Programs which were used to determine the
Annual Action Pan activities to consider for funding identified; and
WHEREAS, HUD has notified the City of its 2022-2023 entitlement allocation in
the amount of $710,043 for CDBG and $400,681 for the HOME Program that will be
appropriated to the 2022-2023 Annual Action Plan activities, hereto attached as Exhibit
"7; and
WHEREAS, after receiving the final funding appropriation per Resolution 2022-72,
staff made necessary adjustments to the CDBG and HOME activity allocations listed in
the Annul Action Plan by following the method described at the first and second public
and the City Menager was authorized to approve any adjustments made to activity
allocations; and
Resolution No. 2022 -89
-
Page Two
WHEREAS; staff returned to ratify the final entitlement appropriations to activities
funded to City council at the June 7, 2022 City Council meeting after HUD's final
entitlement appropriations were received; and
WHEREAS, city staff has also identified and verified program income received
from the HOME Program in the amount of $142387.00 to supplement further the funding
of activities in the - 0 3 Annual Action Plan as listed in the attached Exhibit "A."
NOW, THEREFORE, E, THE CITY UNCIL OF THE CITY OF NATIONAL CITY,
CALIFORNIA, DOES RESOLVE, L' E, DECLARE, DETERMINE, AND ORDER AS
FOLLOWS:
Section I: City council authorizes o , 0 3 HUD entitlement funds in the
amount of $710,043 for CDBG and $400,681 for the HOME Program to be appropriated
to 2022-2023 Annual Action Plan activities, as set forth in Exhibit "A"; and
Section 2: city Council authorizes allocating '142,387.00 in HOME Program
income to supplement the funding of activities specified in the 2022-2023 Annual Action
Plan, as set forth in Exhibit "A."
Section 3: City Council authorizes the submission of the - 0 3 Annual
Action Plan for the expenditure of said funds to HUD.
Section 4: city Council authorizes the City Manager to execute the final
submissi n of the 2022-2023 Annual Action Plan, certifications, and agreements required
by HUD to fully implement the activities funded under said Plan.
Section 5: City Council authorizes the City Manager to execute budget
adjustments as necessary to reflect the funding allocations in the 2022-2023 Annual
Action Plan.
Section 6: The City Clerk shall certify the passage and adoption of this
Resolution and enter it into the book of original Resolutions.
Resolution No. 202— 89
PagThree
PASSED and ADOPTED this 7th day of June 2022.
1
,l j ndra Sotelo-Solis, Mayor
ATTEST:
Luz l tina, Clerk
1
APPROVED AS TO FORM:
6
Charles E. Bell Jr., C Attorney
Passel and adopted by the City Council of the City of National City, California, on
June 7, 2022 by the following vote, to -wit:
Ayes: of l -Solis, Bush, Morrison, Rios, Rodriguez
Nays None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: ALEJANDRASOTELO-SOLIS
Mayor of the City of National City, California
Luz Molina
City Clerk of the City of National City, California
Shelley Chapel,
DepnVIE,ity Clerk
FINAL
Community Dovelopment Buck Grant (CDBG) and
HOME Investment Partnership (HOME) Annual Action Plan
Funding Recommendations for HUD Program Year 2022
City Fiscal Year 2 - 0 3
CDe£ Entitlement:
CDaG Program Income 2022:
TotTot421COlsG funds available;
Community Development Mock Grant (COB ) Program
Fire Department
Net:orral C►tyl'usirig Authors-4
CSA San Dingo County
f a r na i BcusIrg Authority
HOME investments Partnorship(HOME) Program
Applicant Na e
National Cityr Housing Authority
N,ationx City Housing Authority se? -aside for a Community
i-fcsl + Dev&Iotment Or and Lion.
i '
4 _.
Al) pit c3 :t Narru
sJity Housing t atno y
}
to
110,04 CO HOME Enithlernent:
710,043.00
Fire Station 34 Sections 1C8 Loan Payment
Program Name
COBG Program Adrriiiii3tc?,ticn
Fair Hou i-i9 T r°ar7
CD$G Activity Set -Aside
CDBG TOTAL:
Program Na
Aiordable Housing Act 'rases Set- de
Ci-l'DOSet-Aside
HON1E Prr, rani Administration
Pr gram Name
1.74
400,681.00
58,8,862.00
95,01'0.00
_.. t 1,CQ
71O0`3O
Amount
429 $ 359.0
eo,1"? » 4
Amount
•
HOME TOTAL:'
C A AIND-01 KCRAIG
CERTIFICATE OF UAL!TY INSURANCE
DATE (MM/DDYY)
11/2. / 022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorserent(s),
PRODUCER
Teague Insurance Agency, Inc.
4700 Spring St., #400
La Mesa, CA 91942-0275
CONTACT
NAME;
PHONE
(A1C, No,
Ext}: (619)464-68 1
E-MAILDDRinfo? 'lea uein .Com
ADDRESS: � �
t.A/C, Noo:01) 6 8-4715
INSURERS) AFFORDING COVERAGE
INSURER A : Nonprofits' Insurance Alliance of California
INSURED
CSA San Diego County
327 Van Houten Ave
E1 Cajon, CA 92020
COVERAGES
CERTIFICATE NUMBER:
NAIC (I
INSURER B : Oak River Insurance Company_ 34630
INSURER C :
INSURER D :
INSURER E :
INSUKi.R F
REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
JNSR ADOL:SUBR 1 POLICYEFF
LTR TYPE OF INSURANCE ICJ D MD POLICY NUMBER iMmaco v` Y)
POLICY EXP
rANVOOTYYY 1
-
LIMITS
A
X
COMMERCIAL
CLA1N1s=
GENEPAi,
LIABILITY
2022-66938-NPO
121412022
'
EACH OCCURRENCE 1,0000000
CCGU
500,000
---
Benefits
12/4/
gritt-SIME:gPrence)
x
Employee
Li
MED EXP (Any �, person)
1
0,000
PERSONAL & ADV INJURY
1)000,00 0
E
1`L AGGREGATE
POLICY
OTHER:
LIMIT APPLIES
! Tef
PER:
LOC
GENERAL AGGREGATE
3,00,0 0
X
PRODUCTS - COMP'OP AGG
$ 3,000,000
HNOA
$ 1000,000
AUTCMOBILE
LIABILITY
AMY AUTO
OWNED
AUTOS ONLY
HIRED
AUTOS OS ONLY
SCHEDULED
ALTOS
NON -OWNED I
AUTOS Ov C 1`'Y
COMBINED SINGLE LIMIT
(E33gOdent)
BODILY INJURY (P 27 l
5
I
1
BGD P,'I 111,111. f . c - ar . I - r
I
'
P OPEFTY CALCAGE:
..
(Psr icwiti _n.)
x
iS=�LI LIAEI
,53►+.S
'OCCUR
A;_M ZT
1
2 22-3 9.6-UMS 124 2O22
1
1/ /2023
E CH J �Y�Y'- • C. ) , `i " O
.—IF
,C
ji 0 00 00i
f 1
CED ' RETE IT';f)t a `,
•
1." Vir ttvERS CC MPENSATIGN
.:1NL EN1FLO (ERv' L1. D.ILI T Y
I`s `..yi'J f" J. I aJ� 0 9 i w�
_�' �• ' _ �_� � _
n� �!.��r +SY r.
1 12---R,' Is MBan..,,,,'-' EXCL�J'JE ?
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If s..� . t ur dar _
m="5-CcIP7'nil OF
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CS �'��C35 234 711 / 22 7/1/2023
1
I 1
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i 1_ _j I7- E.
•.,•- — 1 r, 1,1: 0 0O0
EACH I=
a.... L. �-� - r.v�.e'I L."+� F' A
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I
1 1 1 1� i 1. l yY tr I � 1,G00,1000
1l ,�I�j(j�10
11000
A
Errors 1. Omissions
•2O 2. D93C2-NPO
1 4 2022 112 4;20 #
Each Occurrence en1 r
1,000,000
DESCR:PTICN OF OPERATIONS 1 LOCATIONS l VEHICLES (ACORD 1101, Additional Remarks Schedule, may be attached if more space is required)
The City of National City, its elected officials, officers, agents, and employees are included as additional insured for ongoing and completed operations with
respects to General Liability; waiver of subrogation is included with respects to Workers Compensation, all when required by written contract or agreement,
per attached forms.
CERTIFICATE HOLDER
CANCELLATION
City of National City
Insurance Compliance
PO Box 10008 -HJ
Duluth, GA 30096
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS..
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
The ACORD name and logo a
1988-2015 ACORD CORPORATION. All rights reserved.
e registered marks of ACORD
WORKERS OMPE.0 ATION AND EMPLOYERS LIABILITY INSURANCE POLICY
0410C
(Ed. 01-19)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA
BLANKET BASIS
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce
our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you
perform work under a written contract that requires you to obtain this agreement from us.)
The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual
premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated
charge to derive the final cost of this endorsement.
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Schedule
Blanket Waiver
Person/Organization Blanket Waiver — Any person or organization for whore the Named insured has
agreed by written contract to furnish this waiver,
Job Description
All CA Operations
Waiver Premium (prior to adjustments)
350.00
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherdvise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective: 0710112022 Policy No.: C W 353254 Endorsement No.:
Insured: Premium
Insurance Company: Oak River Insurance Company
Countersigned by
WC 99 04 10 C
(Ed. 01-19)
POLICY NUMBER: 2022-66936 COMMERCIAL GENERAL LIABILITY
Named Insured: CSA San Diego County
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS -COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional insured Person(s)
Or Organization(s)
Any person or organization that you are required to
add as an additional insured on this policy, under a
written contract or agreement currently in effect, or
becoming effective during the term of this policy.
The additional insured status i Lbeaff'ordecL
with respect to liability arising out of or related to
your activities as a real estate manager for that
person or organization.
CG 20 371219
Location And Description Of Completed Operations
All insured premises and operations.
Information required to complete this Sc:i dule, if not shown above, will be shown
. Section II — Who Is An Insured is amended to
inclti °e as an 2dditicnal insured the ,pie.; sons) cr
organ , ation(s) shown in t:dv Schedule, but only
with respect to liability for "bodily injury" or
"pr; perty damage" caused, i i whole cr in part, by
"your work", at the location designated t•rid
described in the Schedule of Ns endorsemer;t
performed for that additional insured a -..d
included in the "products -completed operations
hazard"
However:
1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and
If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured will
not be broader than that which you are required
by the contract or agreement to provide for such
additional insured.
B. With respect to the: insurance afforded to these
a.z'= itlonal insureds,the fclwowin(g7 i ad2e4d t.
Sect°n l'l — Limits Of
I cover the i :c l i .s, ,r ^ i
coverage provided �' k�� ��La���i �c.:d II :��,1 �,.� � I
required by a oontr ac t or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance.
1. Required by the contract or agreement; car
2. Available under t:-e applicable Limits of
Insurance shown in the Declarations;
whichever is Tess.
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.
CO 20 37 12 19
Insurance Services Office, Inc., 2012 Page 1 of 1
POLICY NUMBER: 2022-66936 COMMERCIAL GENERAL LIABILITY
Named Insured: CSA San Diego County
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
Name Of Additional Insured Persons)
Or Organization(s)
SCHEDULE
Any person or organization that you are required to
add as an additional insured on this policy, under a
written contract or agreement currently in effect, or
b co -ring effective during -the -term -of -this i Th —
additional insured status will not be afforded with
respect to liability arising out of or related to your
activities as a real estate manager for that person or
organization.
CG 201012 10
Locations) Of overed Operations
All insured premises and operations.
information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II — Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property
damage" or "personal and advertising injury"
caused, in whole or in part, by:
1, Your acts or omissions; or
, The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insurecl(s) at the location(s)
designated above.
However:
I. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and
. If coverage provided to the additional insured
is required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:
This insurance does not apply to "bodily injury"' or
"property damage" occurring after:
1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by
or on behalf of the additional insured(s) at the
location of the covered operations has been
completed; or
CG 101219
1
Insurance Services Office, Inc., 2012 Page 1 of
. That portion of "your work out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.
C. 1 With respect to the insurance afforded to these
additional insureds, the following is added to
Section III — Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
1. Required by the contract or agreement; or
Available under the applicable Limits of
insurance shown in the Declarations;
whichever is less,
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations,.
CG 0 10 12 19 0 Insurance Services Office, Inc., 2012 Page 2 of 2