HomeMy WebLinkAboutCSA San Diego County - Fair Housing and Tenant Landlord Services - 2023AGREEMENT BETWEEN
CITY OF NATIONAL AL CITY
AND
CSA SAN DIEGO COUNTY
FOR
FAIR HOUSING AND TENANT/LANDLORD SERVICES
THIS AGREEMENT FOR FAIR HOUSING AND TENANT -LANDLORD SERVICES
(lAgreementu)entered this 1st day of July, 2023, by and between the CITY OF NATIONAL
TAL
CITY, a municipal corporation (herein called the "Grantee"), and the CSA SAN DIEGO
GO
COUNTY, a California nonprofit corporation (herein called the "Subrecipient.")
WHEREAS, the Grantee has applied for and received funds from the United States Goverment
under Title I of the Housing and Community Development Act of 1974, as amended ("HCD Act"),
Public Law 3- (42U.S.C. 5301 et. seq.); and
WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such
funds.
NOW, THEREFORE, it is agreed between the parties hereto that;
X. SCOPE OF SERVICE
A. Activities: 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 ("CDBG")
program, as specified in Exhibit A, attached and incorporated herein.
B. National Objectives: All activities funded with CDGB funds must meet one of the
CDBG program's National Objectives: benefit low- and moderate -income persons; aid
in the prevention or elimination of slums or blight; or meet community development
needs having particular urgency, as defined in 24 C.F.R. 570.208.
The Subrecipient certifies that the activity(ies) carried out under this Agreement will
meet the National Objective of benefiting low- and moderate -income persons.
C. Levels of Accom s lishrncnt Go.als and Performance Measures: The levels of
accomplishment may include such measures as units rehabilitated, persons or
households assisted, or meals served and should include periods for performance,
Refer to Exhibit 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 standards as stated above. Substandard
performance as determined by the Grantee will constitute noncompliance with this
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Agreement. If action to correct such substandard performance is not taken by the
Subrecipient within a reasonable period of time after being notified by the Grantee,
Agreement suspension or termination procedures will be initiated by Grantee consistent
with Paragraph VI (H) and (I).
IL TIME OF PERFORMANCE
L ur / r l 11 ■ ..
Services of the Subrecipient shall start on the 1.st of July, 2023, and end on the 30th
dayo u , 2024.
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(0(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
T
It is expressly agreed and understood that the total amount to be paid by the Grantee under
this Agreement shall not exceed forty thousand dollars 40,000.011 Drawdowns for
the payment of eligible expenses shall be made on a monthly basis (as described in Exhibit
A) against the Budget line items specified in Paragraph III herein and in accordance with
performance. Expenses for general administration shall also be paid against the Budget line
items specified in Paragraph III and in accordance with performance. Payments may be
contingent upon certification of the Subrecipient's financial management system in
accordance with the standards specified in 2 C.F.R. 200, et. seq., and, in particular, 2 C.F.R.
200. 02. Payment shall be contingent upon HUD'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
1243 National City Boulevard
To SU RECIPIENT:
National City, CA 91950-4397
Program Coordinator
CSA San Diego County
327 Van Houten Avenue
El Cajon, CA 92020
VI. GENERAL CONDITION
A. General Com Hance: The Subrecipient agrees to comply with the requirements of
Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban
Development regulations concerning Community Development Block Grants
CD including subpart K of these regulations, except that 1 the Subrecipient
does not assume the recipient's environmental responsibilities described in 24 C.F.R.
570.604 and 2 the Subrecipient does not assure 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 constru.ed in any manner to, create or establish the relationship of
employer/employee between the parties. The Subrecipient shall at a.11 times remain
an independent contractor with respect to the services to be performed under this
Agreement. The Grantee shall be exempt from payment of all Unemployment
Compensation, FICA, retirement, life and/or medical insurance, and Workers'
Compensation Insurance, as the Subrecipient is an independent contractor.
C. Hold Harmless: The Subrecipient agrees to defend, indemnify and hold harmless
the City of National City, its officers, officials, agents, employees, and volunteers
against and from any and all liability, loss, damages to property, injuries to, or death
of any person or persons, and all claims, demands, suits, actions, proceedings,
reasonable attorneys' fees, and defense costs, of any kind or nature, including
workers' compensation claims, of or by anyone whomsoever, resulting from or
arising out of the Subrecipient's performance or other obligations under this
Agreement; provided, however, that this indemnification and hold harmless shall not
include a.y 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 recurred 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
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amendments thereto; and all similar state or Federal acts or laws applicable; and shall
indemnify, and hold harmless the Grantee and its elected officials, officers, and
employees from and against all claims, demands, payments, suits, actions,
proceedings and judgments of every nature and description, including reasonable
attorney's fees and defense costs presented, brought or recovered against the Grantee
or its elected officials, officers, employees, or volunteers, for or on account of any
liability under any of said acts which may be incurred by reason of any work to be
performed by the Grantee under this Agreement.
E. Insurance & on in' : 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 rncurTed during the performance of this Agreement, with a. minimum
coverage of $1,000,000 combined single limit per accident. Such automobile
ile
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
$2,000,000per clai nl 4,000,000 aggregate, covering all bodily injury and property
damage arising out of its operations under this Agreement.
4. Workers' compensation insurance in an amount sufficient to meet
statutory requirements covering all of Subrecipient's employees and employers'
liability insurance with limits of at least $1,000,000 per accident. In addition, the
policy shall be endorsed with a waiver of subrogation in favor of the Grantee. Said
endorsement shall be provided prior to commencement of work under this
Agreement.
5. The aforesaid policies shall constitute primary insurance as to the
Grantee, its officers, and employees so that any other policies held by the Grantee
shall not contribute to any loss under said insurance. Said policies shall provide for
thirty (30) days prior written notice to the City's Risk Manager, at the address listed
in subsection 8 below, of cancellation or material change.
6. Said policies, except for the professional liability and workers'
compensation policies, shall name the Grantee and its elected officials, officers,
agents, and employees as additional insureds, and separate additional insured
endorsements shall be provided.
7. If required insurance coverage is provided on a "claims made" rather
than "occurrence" form, the Subrecipient shall maintain such insurance coverage for
three years after 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
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12 31 National City Boulevard
National City, CA91950-4397
9. Insurance shall be written with only insurers authorized to conduct
business in California which hold a current policy holder's alphabetic and financial
size category rating of not less than A VIII according to the urr ntBests 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 insua.ce 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 ties during the terms
of this Agreement, the Grantee may elect to treat the failure to maintain the requisite
insurance as a breach of this Agreement and terminate the Agreement as provided
herein.
11. All deductibles and self -insured retentions in excess of $10,000
must be disclosed to and approved by the Grantee,
12. If the Subrecipient maintains broader coverage or higher limits (or
both) than the minimum limits shown above, Grantee requires and shall be entitled
to the broader coverage or higher limits (or both) maintained by the Subrecipient.
Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to Grantee.
13. The Subrecipient shall carry sufficient insurance coverage to protect
contract assets from loss due to theft, fraud, and/or undue physical damage, and as a
minimum, shall purchase a blanket fidelity bond covering all employees in an amount
equal to cash advances from the Grantee. The Subrecipient shall comply with the
bonding and insurance requirements of 2 C.F.R. 2 0.310, C.F.R. 200,325-26, and
C.F.R. Part 200, Appendix II 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
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modifications will be incorporated only by a written amendment signed by both
Grantee and Subrecipient.
I. Suspension or Terinin i n: In accordance with 2 C.F.R. Part 200, Appendix
II(B)C.F.R., the Grantee may suspend or terminate this Agreement if the
Subrecipient materially fails to comply with any terms of this Agreement, which
include (but are not limited to) the following:
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 greerent;
3. Ineffective or improper use of funds provided under this Agreement; or
4. Submission by the Subrecipient to the Grantee reports that are incorrect or
incomplete in any material respect.
The Grantee shall have the right, in accordance with 2 C.F.R. Part 200, Appendix
IRK to terminate this Agreement immediately or withhold payment 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
2. Transfer possession of all materials and equipment purchased with grant money
to the Grantee.
In the case of early terTnination, final payment may be made to the SUBRECIPIENT ii
upon receipt of a. Final Report and invoices covering eligible costs incurred prior to
termination. The total of all payments, including the final payment, shall not exceed
the amount specified in this Agreement.
I. Termination for Convenience: In accordance with 2 C.F.R. Part 200, Appendix
II(B)C.F.R., this Agreement may also be ternninated 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 ease ofpartial termination, the Grantee determines
that the remaining portion of the award will not accomplish the purpose for which
the award was made, the Grantee may terminate the award in its entirety. Grantee and
subrecipient agree to provide written notice to the other party thirty 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. Financial Ma a a e.rn.cnt
1. Accounting Standards: The Subrecipient agrees to comply with 2 C.F.R. Part 200
et. seq., and, in particular, 2 C.F.R. 200.300-309 and agrees to adhere to the
accounting principles and procedures required therein, utilize adequate internal
controls, and maintain necessary source documentation for all costs incurred.
2. Cost Principles: The Subrecipient shall administer its program in conformance
withC.F.R.2 C.F.R. Part 200, and, in particular, the "Cost Principles" described
in Subpart E of Part 200.
B. Documentation and Record -Kee I in
1. Records o 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 .al Objectives ofthe CDBG program;
c. Records required to determine the eligibility of activities;
d. Records required to document the acquisition, improvement, use, or
disposition of real property acquired or improved with CDBG assistance;
e. Records documenting compliance with the fair housing and equal
opportunity components of the CDBG program;
f. Financial records as required by 24 C.F.R. 570.502, and Subparts D, E, and
F of 2 C.F.R. 200; and
g. Other records necessary to document compliance with Subpart K of 24
C.F.R. Part 570.
2. Retention: The Subrecipient shall retain all financial records, supporting
documents, statistical records, and a.11 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
of the actions and resolution of all issues, or the expiration of the five-year period,
whichever occurs later.
3. Client Data: The Subrecipient shall maintain client data demonstrating client
eligibility for services provided. Such data shall include, but not be limited to,
client name, address, income level, or other basis for determining eligibility and
description of service provided. Such information shall be made available to
Grantee monitors or their designees for review upon request.
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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 Subreeipient's
responsibilities with respect to services provided under this Agreement, is
prohibited by the state and for Federal law unless written consent is obtained from
such person receiving service and, in the case of a minor, that of a. responsible
parent guardian.
5. Close-outs: Consistent with Paragraph II above, the Subre ipient'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 ofall unused
materials, equipment, unspent cash advances, program income balances, and
accounts receivable to the Grantee), and determining the custodianship of
records. Notwithstanding the foregoing, but consistent with Paragraph II above,
the terms of this Agreement shall remain in effect during any period that the
Subrecipient has control over CDBG funds, including program income.
6. Audits & Inspections: All Subrecipient records with respect to any matters
covered by this Agreement shall be made available to the Grantee, grantor
agency, and the Comptroller General of the United States or any of their
authorized representatives, at any time during normal business hours, as often as
deemed necessary, to audit, examine, and make excerpts or transcripts of all
relevant data. 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 ofthis 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
C.F.R. 200.
7. Additional Documents: Subrecipient agrees to reference Exhibit C to
administer the program and provide a list ofits Board of Directors and Corporate
By -Laws, and any additional documents, as required in Exhibit D attached and
incorporated herein.
C. Reporting and Payment Procedures
1. Program Income: The Subrecipient shall report quarterly all program income
(as defined at 24 C.F.R. 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 ids held in a revolving fund account is
not program income and shall be remitted promptly to the Grantee.
. Indirect Costs: If indirect costs are charged, the Subrecipient will develop an
indirect cost allocation plan for determining the appropriate Subrecipient's share
of administrative costs and shall submit such plan to the Grantee for approval, in
a form specified by the Grantee.
3. Payment Procedures: The Grantee will pay to the Subrecipient funds available
under this Agreement based upon information submitted by the Subrecipient and
consistent with the approved Budget and Grantee policy concerning payments.
With the exception of certain advances, payments will be made for eligible
expenses actually incurred by the Subrecipient and not exceed actual cash
requirements. The Grantee will adjust payments in accordance with the advance
fund and program income balances available in Subrecipient accounts.
In addition, the Grantee reserves the right to liquidate funds available under this
Agreement for costs incurred by the Grantee on behalf of the Subrecipient.
4. Progress Reports: The Subrecipient shall submit quarterly Progress Reports to
the Grantee in the for., content, and frequency required by the Grantee.
D. Procurement:
1. Compliance: The Subrecipient shall comply with current Grantee policy
concerning the purchase of equipment and shall maintain inventory records of all
non -expendable personal property as defined by such policy as may be procured
with funds provided herein. All program assets(unexpended program income,
property, equipment, etc.) shall revert to the Grantee upon the termination of this
Agreement.
2. OMB Standards: Unless specified otherwise within this Agreement, the
Subrecipient shall procure all materials, property, or services in accordance with
the requirements of 2 C.F.R. 200.317-326.
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:
I. The Subrecipient shall transfer to the Grantee any CDBG funds on hand and any
accounts receivable attributable to the use of funds under this Agreement at the
time of expiration, cancellation, or termination.
2. Real property under the Subrecipient's control that was acquired or improved, in
whole or in part, with Binds under this Agreement in excess of $25,000 shall be
used to meet one of the CDBG National Objectives pursuant to 24 C.F.R. 570.208
until five 5 years after the expiration of this Agreement or such longer period of
time as the Grantee deems appropriate. If the Subrecipient fails to use CDBG-
assisted real property in a manner that meets a CDBG National Objective for the
prescribed period of time, the Subrecipient shall pay the Grantee an amount equal
to the current fair market value of the property less any portion of the value
attributable to expenditures of non-CDBG funds for the acquisition of, or
improvement to, the property. Such payment shall constitute program income to
the Grantee. The Subrecipient may retain real property acquired or improved
under this Agreement after the expiration of the five(5) year period or such longer
period of time as the Grantee 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 ACQUISITION, AND ONE -FOR -ONE
HOUSING REPLACEMENT
The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and teal
Property Acquisition Policies Act of 1970, as amended (URA), and implementing
regulations at 49 C.F.R. Part 24 and 24 C.F.R. 7. o 4 (b) the requirements of 24
C.F.R. . 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. . o b 2 that are displaced due to acquisition, rehabilitation,
demolition, or conversion for a CDBG-assisted project. The Subrecipient agrees to comply
with applicable Grantee ordinances, resolutions, and policies concerning the displacement
of persons from their residences.
IX. PERSONNEL & PARTICIPANT CONDITIONS
A. Ci ii Rig
1. Compliance: The Subrecipient agrees to comply with local and state civil rights
ordinances here and with Title VI of the Civil Rights Act of 1964 as amended,
Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section
109 of Title I of the Housing and Community Development Act of 1974 as
amended, Section 504 of the Rehabilitation Act of 1973,. the Americans with
Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order
11063 as amended by Executive Order 12259, and Executive Order 11246 as
amended by Executive Orders 11375, 11478, 121 7 12086, and 42 U.S.C. 2000e.
2. Nondiscrimination: The Subrecipient agrees to comply with the
nondiscrimination in employment and contracting opportunities laws,
regulations, and executive orders referenced in 24 C.F.R. 570.607, as revised by
Executive Order 13279 and later amended in Executive Order 13559. The
applicable nondiscrimination provisions in Section 109 of the HCDA are still
applicable.
f
. Land Covenants: This Agreement is subject to the requirements of Title VI of
the Civil Rights Act of 1 P. L. 88-352, 42 J.S.C. 2 and 24 C.F.Q.
570.601 and 570.602. In regard to the sale, lease, or other transfer of land
acquired, cleared or improved with assistance provided under this Agreement, the
Subrecipient shall cause or require a covenant running with the land to be inserted
in the deed or lease for such transfer, prohibiting discrimination as herein defined,
in the sale, lease or rental, or in the use or occupancy of such land, or 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
(29 794), which prohibits discrimination against the individuals with
disabilities or handicaps in any Federally assisted program. The Grantee shall
provide the Subrecipient with any guidelines necessary for compliance with that
portion of the regulations in force during the term of this Agreement.
B. Affirmative Action
1. Approved Plan: The Subrecipient agrees that it shall be connitted to carrying
out pursuant to theGrantee'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 fonnulation of such program. The Subrecipient
shall submit a plan for an Affirmative e Action Program for approval prior to the
award of funds, consistent with the policy in Exhibit D, attached hereto and
incorporated herein.
2. Women- and Minority -Owned Businesses (W/I : The Subrecipient will
use its best efforts to afford small businesses, minority business enterprises, and
wornen'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 arnended (15 U. S.C. 632), and "minority and
women's business enterprise" means a business at least fifty-one percent(51%)
owned and controlled by minority group members or women. For the purpose of
this definition, "minority group members" are Afro-Americans, Spanish-
speaking, Spanish -surnamed or Spanish -heritage Americans, Asian -Americans,
and American Indians. The Subrecipient may rely on written representations by
businesses regarding their status as minority and female business enterprises in
lieu of an independent investigation.
. Access to Records: The Subrecipient shall furnish and cause each of its own
subrecipients or subcontractors to furnish all information and reports required
hereunder and will permit access to its books, records, and accounts by the
Grantee, HUD or its agent, or other authorized Federal officials for purposes of
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investigation to ascertain compliance with the rules, regulations, and provisions
stated herein,
4. Notifications: The Subrecipient will send to each labor union or representative
of workers with which it has a collective bargaining agreement or other contract
or understanding a notice, to be provided by the agency contracting officer,
advising the labor union or worker's representative of the Subrecipient's
commitments hereunder, and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
5. Equal Employment Opportunity and Affirmative Action (EEO/AA)
Statement: The Subrecipient will, in all solicitations or advertisements for
employees placed by or on behalf of the Subrecipient, state that it is an Equal
Opportunity or Affirmative Action employer.
6. Subcontract Provisions: The Subrecipient will include the provisions of
Paragraphs IX.A, Civil Rights, and B, Affimiative Action, in every subcontract
or purchase order, specifically or by reference, so that such provisions will be
binding upon each of its own subrecipients or subcontractors.
C. Employment Restrictions
1. Prohibited Activity: The Subrecipient is prohibited from using funds provided
herein or personnel employed in the program's administration for political
activities; inherently religious activities; lobbying, political patronage; and
nepotism activities.
2. Labor Standards: The Subrecipient agrees to comply with the requirements 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 perforrrrance 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 Tabor, under 29 C.F.R. Farts 1, 3, 5, and
governing the payment of wages and ratio of apprentices and trainees to joumey
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
12
Subrecipient shall cause or require to be inserted in full, in all such contracts
s bj ct to such regulations, rovisions meeting the requirements of this
paragraph.
13
3. Section 3 Clause: If applicable under 24 C.F.R. §75.3, then pursuant to 24
C.F.R. Subrecipient and if indicated below Ci shall co i l with
the following "Section 3 Clause"
a. The work to be performed under this Agreement is subject to the requirements
of Section 3 of the Housing and Urban Development Act of 1968, as
amended, 12 USC 1701u (Section 3). The purpose of Section 3 is to ensure
that employment and other economic opportunities generated by HUD
assistance or HUD -assisted projects ects covered by Section 3, shall, to the
greatest extent feasible, be directed to low- and very low-income persons,
particularly persons who are recipients of HUD assistance for housing.
b.
The Parties to this Agreement agree to comply with HUD's regulations in 24
C.F.R. Part 75, which implement Section 3. As evidenced by their execution
of this Agreement, the Parties to this Agreement certify that they are under no
contractual or other impediment that would prevent them from complying
with the Part 75 regulations,
c, Subrecipient agrees to send to each labor organization or representative of
workers with which Subrecipient has a collective bargaining agreement or
other understanding, if any, a notice advising the labor organization or
workers' representative of Subrecipient's commitments under this Section 3
Clause, and will post copies of the notice in conspicuous places at the work
site where both employees and applicants for training and employment
positions can see the notice. The notice shall describe the Section 3
preference, shall set forth minimum number and job titles subject to hire,
availability of apprenticeship and training positions, the qualifications for
each, the name and location of the Person(s) taking applications for each of
the positions and the anticipated date the work shall begin.
d. Subrecipient agrees to include this Section 3 Clause in every subcontract
subject to compliance with the regulations in 24 C.F.R. Part 75, and agrees to
take appropriate action, as provided in an applicable provision of the
subcontract or in this Section 3 Clause, upon a finding that the subcontractor
is in violation of the regulations in 24 C.F.R. Part 75. Subrecipient will not
subcontract with any subcontractor where Subrecipient has notice or
knowledge that the subcontractor has been found in violation 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, tern ination of this Agreement for default, and debarment or
suspension from future HUD assisted agreements.
14
gr
With respect to work performed in connection with Section 3 covered Indian
housing assistance, Section 'kb) 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 b agree to comply with Section 3 to
the maximum extent feasible, but not in derogation of compliance with
Section 7(b).
h. Subrecipient shall document its good faith efforts to comply with the terrrns
and conditions of the above Section 3 Clause and furnish such documentation
to City, upon request.
D. Conduct
1. Assignability: The Subrecipient shall not assign or transfer any interest in this
Agreement without the prior written consent of the Grantee thereto; provided,
however, that claims for money due or to become due to the Subrecipient from
the Grantee under this Agreement may be assigned to a bank, trust company, or
other financial institution without such approval. Notice of any such assignment
or transfer shall be furnished promptly to the Grantee,
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 surnmarized in written reports and supported with
documented evidence of follow-up actions taken to correct areas of
noncompliance.
es Content: The Subrecipient shall cause all of the provisions of this
Agreement in its entirety to be included in and made a part of any
subcontract executed in the performance of this Agreement.
d. Selection Process: The Subrecipient shall ensure that all subcontracts let
in the performance of this Agreement shall be awarded on a fair and open
competition basis in accordance with applicable procurement requirements.
Executed copies of all subcontracts shall be forwarded to the Grantee along
with documentation concerning the selection process.
3. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel
employed under this Agreement, shall be in any way or to any extent engaged
in the conduct of political activities in violation of Chapter 15 of Title V of the
J.S.C. U.S.C. 1501 —1 o.
4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of
CF.. 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 CDBG-assisted activities, or who are in a
position to participate in a decision -making process or gain inside
information with regard to such activities, may obtain a financial interest in
any contract, or have a financial interest in any contract, subcontract, or
Agreement with respect to the CDBG-assisted activity, or with respect to
the proceeds from the CDBG-assisted activity, either for themselves or
those with whom they have a business or immediate family ties, during their
tenure or for a period of one 1 year thereafter. For purposes ofthis
paragraph, a "covered person" includes any person who is an employee,
agent, consultant, officer, or elected or appointed official of the Grantee, the
Subrecipient, or any designated public agency.
5. Lobbying: The. Subrecipient hereby certifies that:
a. No Federal appropriated funds have been paid or will be paid, by or on
behalf of it, to any person for influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any Federal contract, the making of any
Federal grant, the making of any Federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement;
b. If any funds other than Federally appropriated funds have been paid or
will be paid to any person for influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or
ernployee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or cooperative
agreement, it will complete and submit Standard Form LLL,
"Disclosure of Lobbying Activities," in accordance with its instructions;
and
c. It will require that the language of paragraph of this certification be
included in the award documents for all subawards ands at all tiers (including
subcontracts, subgrants, and contracts under grants, loans, and
cooperative agreements) and that all Su r cipients 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
1 0,000 for each such failure.
6. Copyright: If this Agreement results in any copyrightable material or
inventions, the Grantee and/or grantor agency reserves the right to royalty -free,
non-exclusive and irrevocable license to reproduce, publish, or otherwise use
and to authorize others to use the work or materials for governmental purposes.
7, Religious Activities: The Subrecipient agrees that funds provided under this
Agreement will not be utilized for inherently religious activities prohibited by
24 C.F.R. . 00 , such as worship, religious instruction, or pros lyti ation,
X. ENVIRONMENTAL CONDITIONS
A. Air and Water: The Subrecipient agrees to con ply with the following requirements
insofar as they apply to the performance of this Agreement:
• Clean Air Act, 42 U. S.C. 7401, et seq., as amended;
• Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq., as
amended, 33 U.S.C. 1318 relating to inspection, monitoring, entry, reports, and
inforrxnation, as well as other requirements specified in said Section 114 (42 U.S.C.
7401 et, seq. and Section 308 U.S.C. 1251 et, seq.), and all regulations
and guidelines issued thereunder;
• Environmental Protection Agency (EPA) regulations pursuant to 40 C.F.R. Part 50,
as amended.
B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster
Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities
located in an area identified by the Federal Emergency Management Agency(FEIVIA)
as having special flood hazards, flood insurance under the National Flood Insurance
Program is obtained and maintained as a condition of financial assistance for
acquisition or construction purposes (including rehabilitation).
C. Lead -Based Paint: The Subrecipient agrees that any construction or rehabilitation of
residential structures with assistance provided under this Agreement shall be subject to
HUD Lead -Based Paint Regulations at 24 C.F.R. 570,608, and 24 C.F.R. Part 35,
Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all
owners, prospective owners, and tenants of properties constructed prior to 1978 be
17
properly notified that such properties may include lead -based paint. Such notification
shall point out the hazards of lead -based paint and explain the symptoms, treatment,
and precautions that should be taken when dealing with lead -based paint poisoning and
the advisability and availability of blood lead level screening for children under seven.
The notice should also point out that if lead -based paint is found on the property,
abatement measures may be undertaken. The regulations further require that,
depending on the amount of Federal funds applied to a property, paint testing, risk
assessment, treatment, and/or abatement may be conducted.
D. Historic Preservation: The Subrecipient agrees to comply with the Historic
Preservation requirements set forth in the National Historic Preservation Act of 1966,
as amended U. S.C. 1 101 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
The Grantee's failure to act with respect to a breach by the Subrecipient does not waive its
right to act with respect to subsequent or similar breaches. The failure of the Grantee to
exercise or enforce any right or provision shall not constitute a waiver of such right or
provision.
XIV. INTERPRETATION OF THE AGREEMENT
The interpretation, validity, and enforcement of the Agreement shall be governed by and
construed under the laws of the State ofCalifornia, 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 attorney's fees, costs, and expenses incurred
by the prevailing party.
XVI. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement and the tthm nt referenced below
between the Grantee and the Subrecipient for t.e use of funds received under this
Agreement, and. it upers . all prior or contemporaneous communications and
proposals, whether electronic, oral, or written, between the Grantee an . the Subrecipi.ent
with respect to this Agreement.
IN WITNESS WHEREOF, F, the parties hereto have executed this Agreement on the date and year
first above written;
CITY OF NATIONAL CITY
Armando n \ rg a ra
A.cting City Manager
APPROVED AS TO FORM:
By:
Barry J. Schultz
City Attorney
CSA San Diego County
(Corporcttion — signatures qf two corporate Officers
required)
(Partnership or Sole proprietorship — one signature)
By 1&&-t/L-Dc. PP aei--
By:
(Name)
�.�Os �tvs
(Print)
ccAdikvt, btrecb—
(Titk)
c1�t.eca
(Frint)
�r�sides o�-f�-Boar
�TtGle)
XVI, ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement and the attachments referenced below
between the Grantee and the Subrecipient for the use of funds received under this
Agreement, and it supersedes all prior or contemporaneous communications and proposals,
whether electronic, oral, or written, between the Grantee and the Subrecipient with respect
to this Agreement.
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year
first above written.
CITY OF NATIONALCITY
Acting City Manager
APPROVED AS TO FORM:
Barry J. S
City Attorney
CSA San Diego County
((Corporation — signatures of two corporate officers required)
(Partnership or Sole proprietorship — one signature)
By:
(Name)
(Print)
(Title)
By:
(Name)
(Print)
(Tit1e)
Exhibit A
SCOPE OF SERVICES
CSA SAN DIEGO COUNTY FAIR HOUSING AND
TENANT -LANDLORD SERVICES
Subrecipient shall provide a FAIR HOUSING AND TENANT -LANDLORD E VICEProgram in
accordance with the U.SDepartment of Housing and Urban Developmeni (HUD) Community
Development Block Grant (CDBG) Program regulations and CDBG Program Guidelines found on the
National City website at www..nationalcityca. ov/CDEG-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 570.208(d)(4)
3) Consolidated Plan Goal: Promote Equal Housing Opportunity
4) Summary of Project goals and deliverables/outcomes: This narrative will be inserted into the
Periodic Performance Report.
Summary of the Project
The program will provide fair housing consultations, tenant/landlord 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 DiegoCounty will provide fair housing services and tenant landlord mitigation services
to the entire City. During the program year, July 1, 2023 to June 30, 2024, at least 175 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.
Project Reportinc Requirements: Periodic Performance Reports are required. A narrative of the
services provided, progress towards meeting the timeline goals, and performance measures are
required. The narrative should include the number of NationalCity 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.
Exhibit A
Quarterly Performance Reporting Periods
July 1 to September 30, 2023 ..__..w.
October 1 to December 31, 2023
January 1 to March 31, 2024
April 1 to June 30, 2024
Report Due Date
October 15, 2023
January 15, 2024
April 15, 2024
July 15, 2024*
`Final quarter and year-end performance report are both due Jul/ 15, 2024,
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.B. 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, 2024,
2 Estimated Budget: Subrecipient shall make all good faith and reasonable efforts to complete the
work under this Agreement within the estimated budget shown in the Project Operating Budget
(Table A) and the Personnel Schedule (Table B).
All CDBG funds should be billed quarterly. Reimbursement requests should be sent 15 days after
the end of each quarter. All funds should be expended by June 30, 2024, 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 Tiresheets.
3 Expenditure Standard: To ensure effective administration and performance of approved CDBG
projects and meet HUD performance standards, Subrecipient shall demonstrate reasonable
progress on implementing the Project by expending all contracted funds pursuant to agreement
terms, Funds should be expended by June 30, 2024. 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 Acknl dgm nt f i=u ding,: Subrecipient shall identify the City of National City as the source of
funding or, if applicable, one of the funding sources in public announcements regarding the project,
Acknowledgment of the City's funding role, for example, should be included in publicity materials
related to the project. In addition, Subrecipient agrees that the CDBG Program Administrator shall
be apprised of any special events linked to the project to make a review on what role, if any, the
City would assume.
Exhibit
C. DATA COLLECTION AND REPORTING f TING REQUIREMENTS
1 DataCollection: 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 51% 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
manner other reports as requested/required by HUD and/or the City including, but not limited to
the Subr cipient subsubr ipient: Semi -Annual Labor Standards Enforcement Reports, Annual
Minority Business Enterprise Activity Reports, and Section 3 Reports, and shall provide, as
requested by HUD and/or the City, information necessary to prepare the Consolidated Annual
Performance and Evaluation Report (CAPER), Consolidated Plan, Annual Plan and other such
reports and/or plans.
2) Report due dates are as follows:
Repot
Reporting Priod
I Due to city
,�^,�
Semi -Annual Labor Standards
Enforcement Report- Form 4710
(ifapplicable)
4-
October 'I t to March 31 st
April 1 st to September 30th
- - ..__ ...
April 3rd
October 3rd
Minority Business Enterprise
Activity Report- Form 2516
(if applicable)
October l s - September 30th
October lOth
Section 3 Repot
(if applicable)
�l
Julyt - June30thAugust
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.
Exhibit A
Table "A"
Project Operating Budget
Budget Categories
Sources of Funds (please specify)
Total ProjectNational
Cost
City CDBG
Other Cities CDBG
M[scell necus -
Private Sources:
Amount
Status*
Amount
Status`
cunt
Status*
Amount
Status*
Personnel Wages
$30 066.00
C
$91,196.00.
C
$121,262.00
Fringe (payrole taxes)
S3,352.00
C
$10,169.00
C
$13,521.00
Supplies and Materials
I
$ 00.00
C
$5 0.00
C
$760,00
Training and Travel
$00.00
C
$35.00
C
j
$525.00
Operating Costs
$5, 68 .00
C
$26, 750.00
C
$32,432.00
$0.00
SDRAFH funding/outre.
$500.7O
C
$2,000_00
C
$2,500,00
$0.00
$0.00
$0.00
$0.00
Totals:
$40,000.00
$131,000.00
$0.00
$0.00
$1711000.00
*C=committed funds; Papplication submitted -decision pending; N=funds not yet requested from this source
Table "B"
Personnel Schedule
Employee Name J Postions Title
Percentage of job time
the position spends on
the CDBGprogram
CD3 Funded
(National City)
Other Funds
Total Salary Amount
Senior Housing Counselor,
George lbarra
50%
$3,280
$36,240
$39,520
Spanish Speaking Housinc;
Counselor, Eva Aguillard
100%
$6,906
$34, 4
$41,500
Arabic Speaking Counselor, mad
Mekany
75%
$4,920
$34, 00
$39,520
Receptionist, Heidi Rayo
75%
$4,402
30,958
35,360
Executive Director, Estela De Los
Rios
35%
$ 5..1 19
$82,990
S88,109
Staff Accountant, Tyrone Spencer
35%
$3,021
$48,9 9
$52,000
Executive Assistant, Jonathan
Carlos
$2,417
$55,823
$58,240
TOTALS:
$30,0 6
$324, 83
$354,349
Exhibit
CSA San Diego County
Board of Directors
Jesus Pacheco, Board President
EJE Academies Charter School
51 S. Johnson Avenue
El Cajon, CA► 92020
Tel: (619) 261-2100
eva5j@yahoo.corn
usef Miller, Board Meaner
326 Felicita Ave. #12
Escondido, CA 92025
Tel: (240) 8
vusefm 'hotnia! cu in
Besma
Coda, Board Member
Director, San Ysidro Health Center
CMSS A division of SYNC
436 S. Magnolia, Suite 201
El Cajon, CA 9 020
Tel: 619=631-7400 Ex. 4833
besmacoda@SYHC.org
JoAnn Fields, Board Member
JoAnn Fields and Associates
265 1/2, Broadway
Chula Vista, CA 91910
Tel: (619) 736-0751
Ioann a piinitiative.org
Najah S. Abdelkader
Board Member
San Diego State University-
Arnerican Language Institute
6128 Mesita Dr,
San Diego, CA 92115
Tel: (619)315-6604
nalahalt@vahoo.com
3312667
•
ARTICLES OF INCORPORATION
OF
CSA SAN pwGo COUNTY .
ONE The name of this corporation i CSA i o County. .
Exhibit B
i le 04 4:4 r'iLED
t pm orririe of thD seonatory of state
of ips Sit.te Bt CallfornIn
AUG oi 2U10
TWO: This corporation is a nonprofit public benefit corporatioa and is not organized for the private
gait of . ers on. It is orate wader the Nonprofit lie Benefit CI:mama= Law for public
PurPosesa Tho s echo putpose for which tea corporal= is or is the proraotiort of s o cial
'ar t o g1 advocacy for and education. regarding issues of Eoo a1 justice, including but not
limited to laousing and human rig
TIME: The name and men in this stat6oftho coxporution's itatai agent for service process
is Keri M1 Taylor, 99 Bast "C" Sit, t , T ,, CA 91786,
•
YOUR; (a) This corporation is oorganized and operated exolusiveiy for charitable, educational, and
scientific pulpo a within the meaning of Section'501(c)(2)the -Intel kevenue Code{
(I)Notwithstarding any other provision oftliesecmoo, the corporation shall not carte or. any
other activities zof permitted to be wed a coxporation exempt: federal income tax
under Seatiori 501(0(3) ofthe intetual R6venue Co de o corporation coacibutions to which
are deductiblo under Section 1 o o)(2) ofihIntema1 ReveAue Code,
.(o) No steal part of tho activities of this coiporation shall consist avurying ark Mpaganda,,
or otherwise atteniptimg to iufbaence legislation, awl the o 1p oration shall nof partioipate inttrveue
u
in anypolifical campaign (including the pubiishinz or distribution of statments)ava behalf of, or .
oppositiim to, my candidate for public ae.
FIVE: The property of this corporation is iirevocalAy dedicated to cbaritableposes a
educational and soientific poses meeting ithe requirements of Section 214 of tle Calif'ornia
Revenue, and Taxation Code, and no part &tbe net income or asses of the orpnization Byer
intim to the benefit of any Victor, offcx or member thereof or to the benefit se atyprivateparson.
Pap 1 of 2
ExhibitTh
SIX: On the di soluitkon. or wincliDg up of the corporation, its assets renniAin star payment of, or
provision far payment of, all debts awl liabilitits of this colptiratim, 641 In distributed to
nonprofit mod, oul:d n , or oorporafionthat is orgpized and operated exalusively for ohadtable
purposes mcl eappatignal anti .soientifle puzposeswartthe requirementso 1 of the
CALiforOsil,evoiro and Taxation Code and thatha estatlished its tax-cxempt status under Sealed
501(0(3)of the t r,, Eeu code.
Date: August , 2010,
4'
a
Kon M. Taylor, Lco
Page 2 of 2
1•
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 ofth 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:
Address:
Address:
SECTION 3. OTHER OFFICES
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
ORGANIZATIONAL PURPOSE
SECTION 1. MISSION AND PURPOSE
The primary mission and purpose ofthis corporation shall be the promotion ofsocial justice
and public welfare through advocacy against all forms ofdisriminatin,including but not limited
to advocacy for the eradication ofhousing diserirnination to assure equal housing opportunity for all
individuals.
Exhibit
ARTICLE 3
DIRECTORS
SECTION 1. NUMBER
The corporation shall have at least three (3) and no more than seven Directors, and
collectively they shall be known as the Board of Directors (or "the Board"). The number may be
changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, in
accordance with these Bylaws.
SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any
limitations in the Articles of Incorporation of this corporation (also identified herein as "the
Articles") and Bylaws, the activities and affairs of this corporation shall be conducted and all
corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 3, DUTIES
It shall be the duty of the Directors to:
(a) Perform any and all duties imposed on therm collectively or individually by law, the
Articles of Incorporation of this corporation, or these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in
these Bylaws, prescribe the duties and fix the compensation, if any, of all officers,
agents, and employees of the corporation;
(c) Supervise all officers, agents, and employees of the corporation in order to assure that
their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws; and
(e) Register their addresses with the Secretary of the corporation, such that notices of
meetings mailed or telegraphed to them at such addresses shall be valid notices
thereof.
SECTION 4. T RMS OF OFFICE
Each Director shall hold office until the next annual meeting for election of the Board of
Directors as specified in these Bylaws, and until the Director's successor is elected and qualifies.
SECTION 5. COMPENSATION
Directors shall serve without compensation unless otherwise agreed by the Board, but, if so,
not to exceed $50,00 per regular meeting. In addition, they shall be allowed reasonable advancement
AMENDED BYLAWS OF CSA SAN DIEGD COUNTY (AUGUST 2019) PAGE 2 OF 17
Exhibit
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 . RESTRICTION REGARDING INTERESTED EST D DIRECTORS
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 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) Each Director is provided the means of participating in all matters before the board,
including, without limitation, the capacity to propose, or to interpose an objection to,
a specific action to be taken by the corporation; and
(c) The corporation adopts and implements some means of verifying (1) that all persons
participating in the meeting are Directors ofthe corporation or are otherwise entitled
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 3 OF 17
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. 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 ofirectrs
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 ofsuch designation, at the principal office of the corporation.
SECTION 10. NOTICE OF MEETINGS
Regular meetings ofthe 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 1, WAIVER OF NOTICE AND CONSENT
TO HOLDING MEETINGS
The transactions of any meeting of the board, however called and noticed or wherever held,
are as valid as though the meeting had been duly held after proper call and notice, provided that a
quorum (defined below) is present and that either before or after the meeting each Director not
present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 4 OF 17
ExhibitB
thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.
SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of fifty percent (50%) the Directors plus one 1 Director.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this
corporation, or by law, no business shall be considered by the Board at any meeting at which a
quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain
at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting
may adjourn from time to time until the time fixed for the next regular meeting of the board.
When a meeting is adjourned for lack ofa quorum, it shall not be necessary to give any notice
of the time and place of the adjourned meeting or of the business to be transacted at such meeting,
other than by announcement at the meeting at which the adjournment is taken, except as provided
in Section 10 of this Article.
The Directors present at a duly called and held meeting at which a quorum is initially present
may continue to do business notwithstanding the loss 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 ofthe 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 23 e), require a greater
percentage or different voting rules for approval of a matter by the board.
SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chair of the Board or, if
such person is absent or has not been designated, by the Executive Director of the corporation or,
if such person is absent or has not been designated, by the Assistant Director of the corporation or,
if such person is absent or has not been designated, by a Chair chosen by a majority of the Directors
present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the
board, provided that, in his or her absence, the presiding officer shall appoint another person to act
as Secretary of the Meeting.
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 5 OF 17
Exhibit
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 r collectively
consent in writing to such action. For the purposes of this Section only, "all members of the board"
shall not include any "interested Director" as defined in Section 5233 of the California Nonprofit
Public Benefit Corporation Law. Such written consent(s) shall be filed with the minutes of the
proceedings 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 2 whenever the number of authorized Directors is increased.
The Board of Directors may declare vacant the office of a Director who has been declared
of unsound mind by a final order of court, or convicted of a felony, or found by a final order or
judgment of any court to have breached any duty under Section 5230 et seq. of the California
Nonprofit Public Benefit Corporation Law.
Directors may be removed without cause by a majority of the Directors then in office.
Any Director may resign by giving written notice to the Chair of the Board, the Executive
Director, the Secretary, or the Board of Directors, and such notice shall take effect at that time unless
it specifies a later time for the effectiveness of such resignation. No Director may resign if the
corporation would then be left without a duly elected Director or Directors in charge of its affairs,
except upon notice to the Attorney General.
Vacancies on the Board may be filled by approval of the Board or, if the number of Directors
then in office is less than a quorum, by 1 the unanimous written consent of the Directors then in
office, the affirmative vote ofa majority ofthe Directors then in office at a Tweeting 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
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 ajudgrnent 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 CE 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 ofthe 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
OFFICERS
SECTION 1, NUMBER OF OFFICERS
This corporation shall have an Executive Director, a Secretary, and a Treasurer as its officers,
and a Chair of the Board of Directors, as determined by the Board. In addition, it may have one
Assistant Director and any number of Assistant Secretaries, Treasurers, or other officers that the
Board deems appropriate. Any number of offices may be held by the same person except that neither
the Secretary nor the Treasurer m.ay 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 SAN DIEGO COUNTY (AUGUST 2019) PAGE 7 OF 17
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 r 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 1 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
ofreceipt of such notice or at any later date specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective. The above provisions
of this Section shall be superseded by any conflicting terms of a contract which has been approved
or ratified by the Board of Directors relating to the employment of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise of any
officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than
that of Executive Director, such vacancy may be filled temporarily by appointment by the Executive
Director until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers
appointed at the discretion of the Board may or may not be filled, a.s 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, and unless another person is specifically appointed as Chair ofthe Board, he r 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
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 of the Executive Director, and when so acting
shall have all the powers of, and be subject to all the restrictions on, the Executive Director, The
Assistant Director shall have other powers and perform such other duties as may be prescribed by
law, the Articles of Incorporation of this corporation, or these Bylaws, or as may be prescribed by
the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
(a) Certify and keep cut-ent 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 ofminutes of all meetings of the Directors and, if
applicable, meetings ofcommittees ofDirectors, 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 ofthese 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 tinder 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
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 SAN DIEGO COUNTY (AUGUST 2019) PAGE 9 OF 17
Exhibit
(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 o f 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 perr.itted 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 ofthe charitable or public purposes of this corporation.
[This space is intentionally blank.]
A1vEN
ED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 10 OF 17
Exhibit
ARTICLE
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of Directors, designate two 2 or more of
its members (who may also be serving as officers of this corporation) to constitute an Executive
Committee and delegate thereto any of the powers and authority of the Board in the management of
the business and affairs of the corporation, except with respect to:
(a) The filling of vacancies on the Board or on any committee which ha.s the authority
of the board;
(b) The fixing of compensation of the Directors for serving on the Board or on any
committee;
(c) The amendment or repeal of Bylaws or the adoption of new Bylaws;
(d) The amendment or repeal or any resolution of the Board which by its express terms
is not so amendable or repealable;
(e) The appointment of committees of the Board or the members thereof;
(g)
The expenditure of corporate funds to support a nominee for Director after there are
more people nominated for Director than can be elected;
The approval of any transaction to which this corporation is a party and in which one
or more of the Directors has a material financial interest, except as expressly
provided in Section 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
(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 diem to be filed with the corporate
records, and report the same to the Board from time to time as the Board may require.
SECTION . OTHER COMMITTEES
The corporation shall have such other committees as may from time to time be designated
by resolution of the Board of Directors. Such other committees may consist of persons who are not
also members of the board. These additional committees shall act in an advisory capacity only to
the Board and shall be clearly titled as "advisory' committees.
AMENDED BYLAWS OF CSA SAN DIEGO COUNTY (AUGUST 2019) PAGE 11 OF 17
Exhibit
SECTION . 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 ofthe 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 tirne 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 OF INSTRUMENTS, TS, 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 ofthe 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 ofthe 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 . 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 CAA SAN DIEGO COUNTY (AUGUST 2019) PAGE 12 OF 17
Exhibit
ARTICLE
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE 10E P 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 ofDirectors and committees of the Board indicating the time
and place ofholding such meetings, whether regular or special, how called, the notice
given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its
properties and business transactions and accounts of its assets, liabilities, receipts,
disbursements, gains, and losses; and
(c)
A copy of the Articles of Incorporation of this corporation and of these Bylaws as
amended to date, at all reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter a corporate seal. Such seal shall be
kept at the principal office of the corporation. Failure to affix the seal to corporate instruments,
however, shall not affect the validity of any such instrument.
SECTION 3, DIRECTORS' INSPECTION RIGHTS
Every Director shall have the absolute right at any reasonable time to inspect and copy all
books, records and documents ofeverykind and to inspect the physical properties ofthe 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
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 ofthis corporation or of its parent or subsidiary (a
mere common Directorship shall not constitute a material financial interest);
or
(2) Any holder of more than ten percent (10%) of the voting power of the
corporation or of its parent or subsidiary.
The above statement need only be provided with respect to a transaction during the previous
fiscal year involving more than FIFTY THOUSAND DOLLARS ,000 or which was one of a
number of transactions with the same persons involving, in the aggregate, more than FIFTY
THOUSAND DOLLARS ($50,000).
Similarly, the statement need only be provided with respect to indemnifications or advances
aggregating more than TEN THOUSAND LLARS f 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 COUNTY (AUGUST 2019) PAGE 14 OF 17
Exhibit B
year.
ARTICLE
FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on July 1 and end. on Juno 30 of the following
ARTICLE 9
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of public benefit
nonprofit corporations, these Bylaws, or any ofthrn, 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 f the California Nonprofit Corporation Law.
[This space is intentionally blank.]
AMENDED BYLAWS OF CSA SAl\ DIEGO COUNTY (AUGUST 2019) PAGE 15 OF 17
Exhibit B
ARTICLE 11
PROHIBITION AGAINST SLATTING 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 3 2 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 rnembers and personnel (including officers
and directors) is extremely important to them and that maintaining their privacy is essential to the
smooth and effective functioning of the corporation. Therefore, notwithstanding any other provision
of these Bylaws, the corporation's policy shall be to maintain the privacy of its members and
personnel to the maximum extent permitted by law. To this end, the corporation shall use its best
efforts not to disclose any information about its members or personnel except as may be required by
law or with the person's consent to disclosure. However, the corporation shall have no liability for
failure to prevent the disclosure of information about its members or personnel if the disclosure was
in good faith.
AMENDED BYLAWS OF CSA BAN DIEGO COUNTY (AUGUST 2019) PAGE 16 OF 17
Exhibit B
• WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
I, the undersigned, am one of the initial. Directors of CSA San_ Diego.County, a CEdifornia
public -benefit corporation, and, pursuant to the authority granted to the Directors by: these Bylaws
to take action by unanimous written consent without a meeting, consent to, and hereby do; adopt
these Bylaws, consisting of 17 ,pages (including this page), as the Bylaws .of this corporal-9'
Date: qb1111
EL
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 corporation•
on the date set forth above.
Date:
ose Preciado, Board President
Exhibit C
TECHNICAL ASSISTANCE MATERIALS
1. Playing by the Rules, A Handbook for CDBG Sub -recipients on Administrative Systems
https:l'wv, ww.hude char g .infolreso rce/ 8 /playing-by-the-rules-a-h ndbool -for- db -
subrecipients-on-administrative-s stems/
2. Code of Federal Regulations (CFR) CDBG Section Title 24 Part 570
https://www.huclexchange.infoiresource/3689/24-cfr-part-570-cd but_
2 CFR 200 Office of Budget Management Cost Principals for Non -Profit
Organizations and Audits of States, Local Governments and Non -Profit Organizations
https:y r //vAv .govinfo.go icontentip g/CF P-2 1 i 4-�title2-vc 1 1 1 df1CFI-20'14-titl�e2- c l l
art2�4J V.pdf
4. CDBG Program Guidelines can be found at www.nationalcitvca.gov/cdbq-home. The manual
includes:
a Quarterly/Annual Performance Reporting Form
b Performance Monitoring Checklist
c Expenditure Reimbursement Claim Form
d Expense Reimbursement Claim Form for Labor & Fringe Benefits
e Sample Qualifying Beneficiary Intake Data Form
Authorized Signature Page
The reference documents will assist the Subrecipient in understanding the US Department of
Housing and Urban Development and City of National City rules, regulations, and reporting
requirements.
The Grantee also reviewed CDBG regulations under the CDBG webpage on the HUD website:
https://www.hud.govlprogram offices/comm planninglcdbglentitlement-program
Exhibit D
AFFIRMATIVE ACTION POLICY
Provision of Program Services
1. Subrecipient shall riot, on the grounds of race, religion, color, national origin, sex, sexual
preference, or handicap, exclude any person from participation in, deny any person the
benefits of, or subject any person to discrimination under any program or activity funded
in whole or in part with CDBG funds.
2. Subrecipient shall not, under any program or activity funded in whole or in part with CDBG
funds, on the grounds of race, religion, color, national origin, sex, sexual preference, or
handicap:
a. Deny any facilities, services, financial aid, or other benefits provided under the
program or activity; or
b. Provide any facilities, services, financial aid, or other benefits which are different
or are provided in a different form from that provided to others under the program
or activity; or
c. Subject to segregated or separate treatment in any facility in, or in any matter of
process related to, receipt of any service or benefit under the program or activity;
or
d. Restrict in any way access to, or in the enjoyment of, any advantage or privilege
enjoyed by others in connection with facilities, services, financial aid, or other
benefits under the program or activity; or
e. Treat an individual differently from others in determining whether the individual
satisfies any admission, enrollment, eligibility, rn mber hip, or other requirement
or condition which the individual must meet in order to be provided any facilities,
services, or other benefits provided under the program or activity; or
f. Deny any opportunity to participate in a program or activity as an employee.
3. Subrecipient may not utilize criteria or methods of administration which have the effect of
subjecting individuals to discrimination on the basis of race, religion, color, national origin,
sex, sexual preference, or handicap, or have the effect of defeating or substantially
impairing accomplishment of the objectives of the program or activity with respect to
individuals of a particular race, religion, color, national origin, sex, sexual preference, or
handicap.
4. Subrecipient, in determining the site or location of housing or facilities provided in whole
or in part with CDBG funds, may not make selections of such site or location which have
the effect of excluding individuals from, denying them the benefits of, or subjecting them
to discrimination on the grounds of race, color, national origin, or sex, or which have the
purpose or effect of defeating or substantially impairing the accomplishment of the
objectives of the Civil Rights Act of 1964 and amendments thereto.
5. In administering a program or activity funded in whole or in part with CDBG funds
regarding which the Subrecipient has previously discriminated against persons on the
Exhibit D
grounds of race, religion, color, national origin, sex, sexual preference, or handicap, the
Subrecipient must take affirmative action to overcome the effects of prior discrimination.
6. Even in the absence of such prior discrimination, a Subrecipient in administering a
program or activity funded in whole or in part with CDBG funds should take affirmative
action to overcome the effects of conditions which would otherwise result in limiting
participation by persons of a particular race, color, national origin, or sex. Where previous
discriminatory practice or usage tends, on the grounds of race, religion, color, national
origin, sex, sexual preference, or handicap, to exclude individuals from participation in, to
deny them the benefits of, or to subject them to discrimination under any program or
activity to which CDBG funding applies, the Subrecipient has an obligation to take
reasonable action to remove or overcome the consequences of the prior discriminatory
practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964.
7. Subrecipient shall not be prohibited from taking any eligible action to ameliorate an
imbalance in services or facilities provided to any geographic area or specific group of
persons within its jurisdiction. The purpose of such action is to overcome prior
discriminatory practices or usage.
8. Notwithstanding anything to the contrary in Sections J. 1. (a. through h., nothing
contained herein shall be construed to prohibit any Subrecipient from maintaining or
constructing separate living facilities or rest -room facilities for the different sexes.
Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial
services can properly be performed only by a member of the same sex as the recipients
of the services.
Employment Discrimination
1. Subrecipient shall not discriminate against any employee or application for employment
because of race, color, religion, sex, national origin, age, or handicap. Subrecipient shall
take affirmative action to ensure that applicants are employed and that employees are
treated during employment, without regard to their race, color, religion, sex, national origin,
age, or handicap. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion, or transfer, recruitment or recruitment advertising,
layoff or termination, rate -of -pay, or other forms of compensation and selection for training,
including apprenticeship. Subrecipient agrees to post in conspicuous places, available to
employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
2. Subrecipient shall, in all solicitations or advertisements for employees placed by or on
behalf of Subrecipient, state that all qualified applications will receive consideration for
employment without regard to race, color, religion, sex, national origin, age, or handicap.
3. Subrecipient shall send to each labor union or representative of workers with which it has
a collective bargaining agreement or other contract or understanding, a notice to be
provided by the City of National City's contracting officers, advising the labor union or
workers' representative of Subrecipient's commitments under Section 202 of Executive
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.
5. Subrecipient shall furnish to the City of National City all information and reports required
by Executive Order No. 11246 of September 24, 1965, and by the related rules,
regulations, and orders.
6. In the event of Subrecipient's failure to comply with any rules, regulations, or orders
required to be complied with pursuant to this Agreement, the City of National City may
cancel, terminate, or suspend in whole or in part its performance. Subrecipient may be
declared ineligible for further government contracts in accordance with procedures
authorized in Executive Order No. 11246 of September 24, 1965,and such other
sanctions as may be imposed and remedies invoked as provided in Executive Order No.
11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor,
or as otherwise provided by law.
7. Subrecipient. shall include the provisions of Section II. J. 2. (a. through f. , "Affirmative
Action Policy," paragraphs 1 through in every subcontract or purchase order unless
exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to
Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions
will be binding upon each subcontractor or vendor. Subrecipient shall take such action
with respect to any subcontract or purchase order as the City of National City may direct
as a means of enforcing such provisions including sanctions for non-compliance; provided,
however, that in the event Subrecipient becomes involved in, or is threatened with,
litigation with a subcontractor or vendor as a result of such direction by the City of National
City, Subrecipient may request the United States to enter into such litigation to protect the
interests of the United States.
8. Subrecipient shall not discriminate based on age in violation of any provision of the Age
Discrimination Act of 1 (42 USC 6101 et seq. or with respect to any otherwise qualified
handicapped individual as provided in Section 504 of the Rehabilitation Act of 1(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.).
Exhibit D
Remedies
In the event of Subrecipient's failure to mply with any rules, regulations, r 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.