Building Futures with Women and Children 1 Service Provider Agree ment Version 05-10-23
SERVICE PROVIDER AGREEMENT
This SERVICE PROVIDER AGREEMENT Agreement entered into this ____ day of _________ 2023Effective Date , by and between the CITY OF ALAMEDA, a municipal corporation ( the City ), and CORNERSTONE COMMUNITY DEVELOPMENT CORPORATION, dba BUILDING FUTURES WITH WOMEN AND CHILDREN, a California non-profit Corporations, whose address is 1395 Bancroft Avenue, San Leandro, CA 94577 ( Provider , in reference to the following facts and circumstances:
RECITALS
A. The City is a municipal corporation duly organized and validl y existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. The City is in need of the following services: Winter Warming Services. Provider was selected on a sole source basis because
program offering and would otherwise cause service duplication if granted to another agency.
C. Provider possesses the skill, experience, ability, background , certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.
D. Whereas, the City Council authorized the City Manager to execu te this agreement on ___________________.
E. The City and Provider desire to enter into an agreement for w inter warming services, upon the terms and conditions herein.
AGREEMENT
NOW, THEREFORE, in consideration of the forgoing, which are inc orporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:
1. TERM:
The term of this Agreement shall commence on the 6 th day of December 2023 and shall terminate on the 15th day of April 2024, unless terminated earlier as set forth herein.
The parties may agree to extend the term of this Agreement up to two months, as funding permits. Any extension shall be documented in a signed amendment.
2. SERVICES TO BE PERFORMED:
Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.
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3. COMPENSATION TO PROVIDER:
a. By the 7th day of each month, Provider shall submit to the City an invoic e for the total amount of work done the previous month. Pricing and accou nting of charges are to be according to the fee schedule as set forth in Exhibit B and incorporated herein by this reference. b. The total compensation for this Agreement shall not exceed $113,000.
Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City.
4. TIME IS OF THE ESSENCE:
Provider and the City agree that time is of the essence regardi ng the performance of this Agreement.
5. STANDARD OF CARE:
Provider agrees to perform all services hereunder in a manner c ommensurate with the prevailing standards of like professionals or service providers, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qua lified and experienced personnel who are not employed by the City.
6. INDEPENDENT PARTIES:
Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider s services. None of the benefits provided by the City to its employees, including but not limite d to unemployment insurance, workers compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an em ployer-employee relationship from any compensation due to Provider. Payments of the above i tems, if required, are the responsibility of Provider.
7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Provider assumes any and all responsibility for verifying the i dentity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.
8. NON-DISCRIMINATION:
Consistent with the City s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City emp loyee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited
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to: race, religious creed, color, national origin, ancestry, di sability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.
9. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemni fy, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees,
damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney
connected to performance of its obligations under this Agreement or out of the operations conducted by Provider even if the City is found to h ave been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or wi llful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider.
Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful miscond uct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. b. As to Claims for professional liability only, obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8. c.
expressly survive the expiration or early termination of this Agreement.
10. INSURANCE:
a. On or before the commencement of the terms of this Agreement , Provider shall furnish the City with certificates showing the type, amount, class of operation s covered, effective dates and dates of expiration of insurance coverage in compliance with Sections
10.b. (1) through (4). The Certificate Holder should be The Ci ty of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Such certificates, which do not limit Provider s indemnification, shall also contain substantially the following statement:
Should any of the above insurance covered by this certificate b e canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days advance written notice to the City of Alameda. Attention: Risk Manager.
Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in the State of California
than A:VII or (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to the City at the address described
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in Section 17.f. prior to the expiration of the existing insura nce certificate for the duration of the term of Agreement. Endorsements naming the City, its City Coun cil, boards, commissions, officials, employees, agents, and volunteers as additional insu red shall be submitted with the insurance certificates.
_____________
Provider Initials
b. COVERAGE REQUIREMENTS:
Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers Compensation:
Statutory coverage as required by the State of California, as w ell as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Liability:
Commercial general liability coverage in the following minimum limits:
Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4 ,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit declarations and policy endorsements pages. Additi onal Insured Endorsement naming the City, its City Council, boards, commissi ons, officials, employees, agents, and volunteers is required. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
(3) Automotive:
Comprehensive automobile liability coverage (any auto) in the f ollowing minimum limits:
Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. (4) Professional Liability:
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Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology-based, in the following minimum limits:
$2,000,000 each claim
Technology professional liability errors and omissions shall in clude, or be endorsed to include, property damage liability coverage for dam age to, alteration City in the ca
City may be endorsed onto
Cyber Liability Policy as covered property as follows: cyber l iability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or info of the City that will be in the care, custody, or control of Provider.
As to commercial general liability and automobile liability in surance, such insurance will provide that it constitutes primary insurance with respect to c laims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:
Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider ag rees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer.
Compensation policy shall be endorsed with a waiver of subrogat ion in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE:
If Provider at any time during the term hereof should fail to s ecure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:
The City, its City Council, boards, commissions, officials, emp loyees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be e ntitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional i nsured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.
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Additional Insured coverage under -contributory and
-insurance. Any available insurance
proceeds broader than or in excess of the specified minimum ins urance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:
The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) th e minimum coverage and limits specified in this Agreement; or (2) the broader coverage and ma ximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:
If any Excess or Umbrella Liability policies are used to meet the limits of liability required coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted.
11. CONFLICT OF INTEREST:
Provider warrants that it is not a conflict of interest for Pr ovider to perform the services required by this Agreement. Provider may be required to fill o ut a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.
12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law o r otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desire d transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any a ssignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or other disposition of any of t he issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.
Control means fifty percent or more of the voting power of Provider.
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13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub-providers including the names of the sub- providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. b. Each sub-provider shall be required to furnish proof of workers compensation insurance and shall also be required to carry general, automobi le and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub-providers s hall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider Sub-providers hired by Provider agree to be bound to Provider a nd the City in the same manner and to the same extent as Provider is bound to the d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.
14. PERMITS AND LICENSES:
Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder.
15. REPORTS:
a. Each and every report, draft, work product, map, record and oth er document produced, prepared or caused to be prepared by Provider pursuan t to or in connection with this Agreement shall be the exclusive property of the City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any indiv idual or organization by Provider without prior approval of the City Manager or their designee. c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.
16. RECORDS:
a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the C ity that relate to the performance of the services and tasks under this Agreement (collectively Records .
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b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow insp ection of all proceedings and activities related to this Agreement. Such Records, together w ith supporting documents, shall be kept separate from other documents and records and shall be mai ntained by Provider for a period of three (3) years after receipt of final payment.
c. If supplemental examination or audit of the Records is necessar y due to concerns raised by the City s preliminary examination or audit of records, and the City s supplemental examination or audit of the records discloses a failure to adhe re to appropriate internal financial controls, or other breach of this Agreement or failure to act i n good faith, then Provider shall reimburse the City for all reasonable costs and expenses associ ated with the supplemental examination or audit.
17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or wi th delivery confirmation requested from the U.S. postal service; or (iii)
respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earlie r to occur of: (x) actual delivery or the date on which delivery is refused; or (y ) three (3) days after notice is deposited in the U.S. mail or with a courier service in the man ner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:
City of Alameda
Housing and Human Services
950 W. Mall Square, Suite 205
Alameda, CA 94501
ATTENTION: Lisa Fitts, Housing and Human Services Manager Ph: (510) 747-6884
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:
Building Futures with Women and Children
1395 Bancroft Avenue
San Leandro, CA 94577
ATTENTION: Elizabeth Varela
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Ph: (510) 357-0205
f. All updated insurance certificates from Provider to the City shall be addressed to the City at:
City of Alameda
Housing and Human Services
950 W. Mall Square, Suite 205
Alameda, CA 94501
ATTENTION: Danielle Sullivan
Email: [email protected]
18. SAFETY:
a. Provider will be solely and completely responsible for conditio ns of all vehicles owned or operated by Provider, including the safety of all pers ons and property during performance of the services and tasks under this Agreement. Th is requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all safety provisions in conformance with U.S. Department of La bor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occ urs in connection with the performance of this Agreement. Provider will promptly submit t o the City a written report of all incidents that occur in connection with this Agreement. This r eport must include the following information: (i) name and address of injured or deceased person (s); (ii) name and address of insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned
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and unpaid prior to the effective date of termination. The obl igation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.
20. ATTORNEYS FEES:
In the event of any litigation, including administrative procee dings, relating to this Agreement, including but not limited to any action or suit by a ny party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision fees and costs. No party or
other party or litigant, regardless of which party or litigant might prevail.
21. HEALTH AND SAFETY REQUIREMENTS.
Provider acknowledges that the City shall have the right to imp ose, at the discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the
22. COMPLIANCE WITH ALL APPLICABLE LAWS:
During the term of this Agreement, Provider shall keep fully in formed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any j urisdiction or authority over the same. Provider shall comply with all applicable laws, state an d federal and all ordinances, rules and regulations enacted or issued by the City.
23. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the par ties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisd iction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.
24. WAIVER:
A waiver by the City of any breach of any term, covenant, or co ndition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.
25. INTEGRATED CONTRACT:
Subject to the language of Section 30, the Recitals and exhibit s are a material part of this Agreement and are expressly incorporated herein. This Agreemen t represents the full and complete understanding of every kind or nature whatsoever betwe en the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or n ature are merged herein. No
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verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.
26. CAPTIONS:
The captions in this Agreement are for convenience only, are no t a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.
27. COUNTERPARTS:
This Agreement may be executed in any number of counterparts (i ncluding by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
28. SIGNATORY:
By signing this Agreement, signatory warrants and represents th at they executed this Agreement in their authorized capacity and that by their signat ure on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.
29. CONTROLLING AGREEMENT:
In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.
30. NONDISCRIMINATION FEDERAL REQUIREMENTS:
a. Provider certifies and agrees that it will not discriminate aga inst any employee or applicant for employment because of race, color, religion, nati onal origin, ancestry, sex, age, or condition or physical or mental handicap (as defined in 41 C.F. R. Section 60-741, et seq.), in accordance with requirement of state or federal law. Provider shall take affirmative action to ensure that qualified applicants are employed and that employee s are treated during employment without regard to race, color, religion, national origin, ancestry, sex, age, or condition of physical or mental handicap in accordance with requirements of state and federal law. Such shall include, but not be limited to, the following:
(1) Employment upgrading, demotion, transfer, recruitment or recrui tment advertising, layoff or termination, rates of pay or other forms of compensation.
(2) Selection for training, including interns and apprentices.
A. Provider agrees to post in conspicuous places in each of Provid er s
facilities providing services hereunder, available and open to
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employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.
B. Provider shall, in all solicitations or advertisements for empl oyees placed by or on behalf of Provider, state that all qualified applicants will receive consideration for employment without regard to rac e, color, religion, national origin, ancestry, sex, age, or condit ion of physical or mental handicap, in accordance with requirements of state and federal law.
C. Provider 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 advising the labor union or workers
representative of Provider s commitments under this paragraph.
D. Provider certifies and agrees that it will deal with its subcontractors, bidders, or vendors without regard to race, color, religion, na tional origin, ancestry, sex, age, or condition of physical or mental handicap, in accordance with requirement of state and federal law.
E. In accordance with applicable state and federal law, Provider s hall allow duly authorized county, state and federal representatives access to its employment records during regular business hours in order to verify compliance with the anti-discrimination provisi ons of this paragraph. Provider shall provide such other information and records as such representatives may require in order to verify compliance with the anti-discrimination provisions of this paragraph.
b. If the City finds that any of the provisions of this paragraph have been violated, the same shall constitute a material breach of Agreement upon which the City may determine to cancel, terminate, or suspend this Agreement. The City reserves the right to determine independently that the anti-discrimination provisions of this Agreement have been violated. In addition, a determination by the California Fair Employment Practices Commi ssion or the Federal Equal Employment Opportunity Commission that Provider has violated st ate and federal anti- discrimination laws shall constitute a finding by the City that Provider has violated the anti- discrimination provisions of Agreement.
c. The parties agree that in the event Provider violates any of th e anti-discrimination provisions of this paragraph, the City shall be entitled, at its option, to the sum of $500.00 pursuant to California Civil Code Section 1671 as liquidated damages in lieu of canceling, terminating, or suspending this Agreement.
d. Provider hereby agrees that it will comply with Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. Section 794), all requiremen ts imposed by the applicable regulations, and all guidelines and interpretations issued purs uant thereto, to the end that no qualified handicapped person shall, on the basis of handicap, be excluded from participation in, be
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denied the benefits of, or otherwise be subjected to discrimina tion under any program or activity of Provider receiving Federal Financial Assistance. In additio n, Provider shall comply with the Uniform Federal Accessibility Standards, and Provider, Engineer, or Architect responsible for any design, construction or alteration shall certify compliance with those Standards.
e. Provider
s attention is directed to laws, including but not limited to:
(1) CIVIL RIGHTS/EQUAL OPPORTUNITY
A. Civil Rights Act of 1964. Under Title VII of the Civil Rights Act of 1964, no person shall, on the grounds of race, sex, religion, color, or national origin, be excluded from participation in, be denied t he benefits of, or be subjected to discrimination under any progra m or activity receiving Federal financial assistance.
B. Section 109 of the Housing and Community Development Act of 1974. No person in the United States shall, on the grounds of race, color, national origin, or sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this title.
C. Section 109 of the Act further provides that any prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to an otherwis e qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) shall also apply to any program or activity funded in whole or in part with funds made available pursuant to the Act.
(2) PROGRAM ACCESSIBILITY FOR INDIVIDUALS WITH
DISABILITIES
This Agreement is subject to laws and regulations concerning th e rights of otherwise qualified individuals with handicaps for equal partic ipation in, and benefit from federally assisted programs and activities, including but not limited to:
A. Americans with Disabilities Act of 1990 (ADA) (28 C.F.R. 5). Title II, Subpart A of the Americans with Disabilities Act of 1990 applies to all publicly funded activities and programs. Provider shall also comply with the public accommodations requirements of Title III of the ADA, as applicable.
B. Nondiscrimination on the Basis of Handicap (24 C.F.R. 8). The se regulations, which implement Section 504 of the Rehabilitation Act of 1973, as amended, and as cited in Section 109 of the Housing and Community Development Act, apply to all federally assisted
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activities and programs and are implemented through the regulations at 24 C.F.R. 8.
C. Architectural Barrier Act of 1968. Any building or facility, excluding privately owned residential structures, designed, constructed, or altered with federal funds, shall comply with t he Uniform Federal Accessibility Standards, 1984 (41 C.F.R. 3) and the Handicapped Accessibility Requirements of the State of California Title 24. The Consultant, Engineer or Architect responsible for such design, construction or alteration shall c ertify compliance with the above standards.
D. In resolving any conflict between the accessibility standards cited in paragraphs (A), (B) and (C) above, the more stringent standard shall apply.
32. RESTRICTIONS ON LOBBYING
FEDERAL REQUIREMENT:
This Agreement is subject to 24 C.F.R. 87 which prohibits the p ayment of Federal funds to any person for influencing or attempting to influence, any p ublic officer or employee in connection with the award, making, entering into, extension, co ntinuation, renewal, amendment, or modification of any Federal contract, grant, loan, or agreement.
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IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.
CORNERSTONE COMMUNITY CITY OF ALAMEDA
DEVELOPMENT CORPORATION a municipal corporation
dba BUILDING FUTURES WITH
WOMEN AND CHILDREN
a California non-profit corporation
Jennifer Ott
______________________________ City Manager
Elizabeth Varela
Executive Director
RECOMMENDED FOR APPROVAL
Amy Wooldridge
Assistant City Manager
APPROVED AS TO FORM:
City Attorney
Len Aslanian
Assistant City Attorney
1 EXHIBIT A
City of Alameda
Housing and Human Services Department
Provider Scope of Work
PROVIDER: Building Futures with Women and Children
PROGRAMS: Winter Warming Services Program
CLIENTS TO BE SERVED: A Minimum of 7 Unduplicated Individuals
CONTRACT AMOUNT: $113,000
CONTRACT PERIOD: December 6, 2023
April 15, 2024
SCOPE OF WORK:
I. Definitions
Winter Warming Services: provides individuals experiencing homelessness, with priority given to individuals over 65 and/or with chronic health conditions, with emergency shelter in hotel accommodations during the months in which inclement weather is anticipated. In addition, Winter Warming Services provides two meals a day, case management and referral services, and access to warm clothing if needed.
Homeless Individuals:
an individual or family with a primary nighttime residence that is a public or private place not designed for or ordinarily used as a regul ar sleeping accommodation for human beings, including a car, park, abandoned building, bus or train.
II. Services to be Provided
PROVIDER shall implement the Winter Warming Services program. Under this Agreement, PROVIDER will assume fiscal agent responsibilities to provide d irect services to clients, coordinate programs and activities, and operate Winter Warming Services. As the fiscal agent, PROVIDER will assume budget oversight, evaluation, and reportin g responsibilities. At the minimum PROVIDER will ensure that the following service components will be provided:
a. Provide staff oversight of the program. Ensure preparations are made to begin to offer services no later than December 15.
b. Serve a minimum of 7 unduplicated homeless adults with winter warming services; serve additional homeless adults if funding allows.
c. Adhere to the Core Principles (Attachment C) established for the program that prioritize a housing first model, harm reduction approach, trauma informed care, and cultural competency, racial equity, and inclusivity in all facets of governance, operation, management, and service provision.
2 d. Provide a welcoming, safe, sanitary, and inclusive environment for all participants and guests from all walks of life, regardless of race, creed, gender, gender identity, color, or religion. Any person in need: men, women, LGBTQ, is welcome to receive services without judgment.
e. Develop, coordinate, implement, oversee, and evaluate Winter Warming Service Program operations, programs, and services.
f. Provide Case Management. Provide staff trained in providing housing search and applications assistance. Arrange for meeting with each participant to ensure all are assess and connected to the Coordinated Entry system for additional housing resources during their motel stay.
g. Support participants with their health, mental health, housing, and social service needs by coordinating with community-based agencies serving the homeless population in Alameda and linking clients to programs and services that will help end their homelessness.
h. Secure a minimum of 7 hotel rooms in advance, using the best reasonable negotiated rate, for up to 70 days between December 6, 2023 and April 15, 2024. i. Ensure hotel rooms receive regular daily inspection to review habitability and condition of rooms, and to address any issues with participants. Motel rooms used must be in acceptable physical condition and must be accessible for individuals with disabilities if accommodations are required.
j. Serve a minimum of two meals per day for each participant on the days that motel rooms are offered.
k. Provide services to allow program participants to receive mail at the subcontractor location. Participants will receive the specific address through which they may receive mail.
l. Provide warm clothes for program participants that do not have sufficient winter clothing. m. Record, track, and report client data and other metrics using the appropriate database, forms, and templates agreed upon between the PROVIDER and the CITY. n.
d
its activities, and other workgroups appropriate to the scope of the project. o. Ensure timely and accurate submission of monthly, annual, and other reports requested by the City of Alameda.
p. PROVIDER agrees to implement and operate the program in accordance with the terms of this agreement.
III. Program Evaluation and Reporting Requirements
a. PROVIDER shall submit monthly reports no later than 15 days after the end of the month being reported on. Monthly reports will include, at the minimum, the following data elements:
Unduplicated clients serviced
Demographic information of clients including:
Age, gender, race, ethnicity, city of last residence and residence prior to entry.
Program impact and outcomes:
3 Number and percentage of unsheltered individuals who have exited the winter shelter into year-round shelter or other interim housing Number and percentage of unsheltered individuals who have exited the winter shelter into permanent housing
Number and percentage of unsheltered individuals who have been connected to employment assistance, full or part-time employment, general assistance, food stamps, or other mainstream supports.
Other information that will help in the evaluation of the program b. PROVIDER shall participate in the evaluation of the program to help identify areas that will improve service delivery, program effectiveness, and client outcomes. PROVIDER will implement program improvement strategies identified in the evaluation. c. PROVIDER shall submit a final narrative within ten (10) days of May 31, 2024 containing, at a minimum, the information in (a) above. The report shall include a narrative accounting of the progress achieved toward the Scope of Work objectives, and the unsheltered individual information in the monthly reports using aggregate reporting. d. PROVIDER shall make good faith efforts to collect and input data at 100% data quality. e. PROVIDER shall make good faith efforts to provide other information, as requested by the City of Alameda, in a timely manner.
f. The HUD definition of "homeless" shall be used for reporting purposes. "Homeless" as defined by HUD, means an individual or family with a primary nighttime residence that is a public or private place not designed for or ordinarily used as a regular sleeping accommodation for human beings, including a car, park, abandoned building, bus or train.
Program
PLEASE FILL IN YELLOW CELLS ONLY
City of
Alameda $53k
Alameda
County $60k
Total City of
Alameda
Warming
Shelter
Annual
Salary
% FTE
Project Manager 75,000$ 6.0% 2,115 2,385 4,500
Outreach/Case Management Services 116,480$ 5% 2,732 3,092 5,824 Subtotal 4,847 5,477 10,324
Fringe Benefits & Rate rate: 23.0% 1 ,115 1 ,260 2 ,375 SUBTOTAL 5,961 6 ,737 12 ,699
Program Supplies/Cleaning Supplies/PPE 23 27 50
0 0
235 265 500
Client's food 7,635 8,644 16,279
Client's Su
pplies/Transporation 352 398 750
33,770 38,230 72,000
48,18 54,54 90,0
102,7
4,81 5,45 10,27
113,00
Indirect (Finance, HR and Development)
May not exceed 10.0%
GRAND TOTAL
Insurance
Emergency Hotel Stays
SUBTOTAL
TOTAL DIRECT COSTS
Technology/HMIS
City of Alameda Warming Shelter
Grantee Name: Building Futures
City of Alameda Warming Shelter
'HF 2023 - $SULO ,2024
I. DIRECT COSTS
A. PERSONNEL
Program Maintenance and Operations
Staff Mileage
Staff Cell Phones
Cornerstone By-laws Page I
BYLAWS OF
CORNERSTONE COMMUNITY DEVELOPMENT CORPORATION
A California Nonprofit Public
Benefit Corporation
Article 1
NAME
Section 1.1. The name of this corporation is Cornerstone Commun ity Development Corporation, (the "Corporation") doing business as Building Futures with Women and Children.
Article 2
OFFICES
Section 2.1. Principal Office. The principal office for the tra nsaction of affairs and activities of the Corporation is located at 1840 Fairway Dr., S an Leandro, California 94577. The Board of Directors (the "Board") may change the principal offic e from one location to another.
Any change shall be noted on these Bylaws, or this section may be amended to state the new location.
Section 2.2. Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualifi ed to conduct its activities.
Article 3
MEMBERS
Section 3.1. This Corporation shall have no members. All corpor ate actions shall be approved by the Board as provided in these bylaws. All rights which would otherwise rest in the members shall rest in the directors.
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Article 4
DIRECTORS
Section 4.1. General C orporate Powers. Subject to the provision s and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, the Corporation's activities and affairs shall be managed, and all corporate powers shall be exercised by and under the direction of the Board.
Section 4.2. Specific Powers. Wi thout prejudice to the general powers set forth in Section 4.1 of these bylaws, but subject to the same limitation s, the directors shall have the power to:
(a) Appoint and remove, at the pleasure of the Board, all the Corpo ration's officers, agents, and employees; prescribe powers and duties for them that are consistent with the law, the articles of incorporation, and with these bylaws; and fix their compensation and require from them security for faithful performance of their duties.
(b) Change the principal office or the principal business office in California from one location to another; cause the Corporation to be qualified to c onduct its activities in any other state, territory, dependency, or country and conduct its activities within or outside California; and designate any place within or outside California for holding any meeting of the Board.
(c) Adopt or alter and use a corporate seal.
(d) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in th e corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, and other evidences of debt and securities.
(e) To construct, operate, maintain and improve, and to buy, sell, convey, assign, mortgage, or lease any real estate and personal property necessary and incident to the purposes of the Corporation.
Section 4.3. Authorized Number of Directors. The authorized num ber of directors shall be no less than five (5) and no more than fifteen (15).
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Section 4.4. Number of Initial Directors. The number of initial directors shall be five (5). The authorized number of directors may be increased by a majority vote of the current directors.
Section 4.5. Compensation and Reimbursement of Directors. The d irectors shall serve without compensation though they may be reimbursed for their ex penditure of monies on behalf of the Corporation.
Section 4.6. Restriction on Interested Persons as Directors. No more than 49 percent of the persons serving on the Board may be interested persons. An interested person is (a) any person compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise and (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 such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Corporation.
Section 4.7. Appointment, Term of Office and Qualification of D irectors.
(a) The initial directors shall be appointed by the Incorporator. All subsequent directors shall be appointed by the Board of directors of Building Futures with Women and Children ("BFWC") for a term not to exceed three years. Each subsequent director shall continue to hold office until a successor has been elected and has qualified. Normally, Directors may not be elected to serve more than two consecutive three year terms provided that any director may be re-elected after an absence from the Board of one year. In the event the Board of Directors determines that an extraordinary situation exists, such as a significant shortage of experienced Board members, the Board of Directors may appoint an existing director for a third term.
(b) The term of office for each director of this Corporation shall be three (3) years or until his or her successor is appointed.
(c) Appointment of directors shall take place annually at the regular meeting of the Board of directors of BFWC held in September or, in the event of vacancies prior to the end of director's term, at any regular or special meeting of the Board of directors of BFWC.
Section 4.8. Vacancies on the Board of Directors. A vacancy shall be deemed to exist in the event that the actual number of directors is less than the authorized number for any reason.
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Section 4.9. Removal of Directors . The Board of directors ofBFWC may remove any director it appointed with or without cause by the vote of at l east two-thirds of the directors of BFWC. If a member of the Board fails to attend three (3) consecutive mee tings of the Board, that director's office shall be declared vacant by the Board at the next meeting and that vacancy filled as provided in Section 4.10 hereof.
Section 4.10. Resignations of Directors. Except as provided bel ow, any director may resign by giving written notice to the president or secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, BFWC sha ll appoint a successor to take office as of the date when the resignation becomes effective. Except on notice to the Attorney General of California, no director may resign if the Corporation would be left without a duly appointed director or directors.
Section 4.11. Filling Vacancies. Vacancies on the Board may be filled only by election by the Board in accordance with Section 4.6 (a) hereof, except that each director appointed to fill a vacancy shall hold office for the remainder of the term of th e position vacated and until a successor has been appointed and has qualified.
Section 4.12. No Vacancy on Reduction of Number of Directors. N o reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.
Section 4.13. Meetings of the Board. The annual meeting of the Board shall be held in September, at such time and place as shall be fixed by the directors for the purpose of organization, election of officers and the transaction of other business. Regular meetings of the Board of directors shall be held bi-monthly (every other month) .
Section 4.14. Special Meetings. Special meetings of the Board f or any purpose may be called at any time by the chairperson or any vice chairperson, or the secretary or any two directors.
Section 4.15. Notice. Notice of regular and special meetings shall be given to the directors not less than four (4) days prior to the meeting if delivered by first class mail or not less than forty-eight (48) hours prior to the meeting if the notice is delivered personally, by telephone, email or via facsimile. The notice must state the date and time of the meeting and the place of the meeting if it is other than the principal office o f the Corporation.
Section 4.16. Waiver of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding
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of the meeting, or an approval of the minutes of the meeting. T he waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.
Section 4.17. Quorum. A majority of the authorized number of di rectors shall constitute a quorum for the transaction of business, except to adjourn. Ev ery action taken or decision made by a majority of the directors present at a duly held meeting o f which a quorum is present shall be the act of the Board. A meeting at which a quorum is initially present may continue to transact business despite the withdrawal of directors, if any a ction taken or decision made is approved by at least a majority of the required quorum for that meeting.
Section 4.18. Adjournment. A majority of the directors present , whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment to another time and place shall be given to the directors who were not present at the time of the adjournment.
Section 4.19. Action Without a Meeting. Any action that the Boa rd is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to the action. Such action by written consent shall have the same force and effect as any action approved at a meeting by the unanimous vote of the directors. F or the purpose of this section, "all members of the Board" shall not include any "interested director" as defined by Section 5233 of the California Corporations Code. All such consents shall be filed with the minutes of the proceedings of the Board.
Section 4.20. Meetings by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all persons participating in the meeting can hear one another. Participation by directors in a meeting in the manner provided in this sectio n constitutes presence in person at the meeting.
Section 4.21. Committees of Directors. The Board may, by resolu tion adopted by a majority of the directors then in office, designate one or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the Board. Appointments to such committees shall be by majority vote of the directors then in office. Any member of any committee may be removed, with or without cause at any time by the Board. Any committee, to the extent provided in the resolution, shall have all the authority of the Board, e xcept that no committee, regardless of Board resolution, may:
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(a) Fix compensation of directors for serving on the Board or any committee;
(b) Amend or repeal bylaws or adopt new bylaws;
(c) Amend or repeal any resolution of the Board which is not by its express terms so amendable or repealable;
(d) Appoint any other committees of the Board or the members of these committees.
(e) Spend corporate funds to support a nominee for director after there are more people nominated for director than can be elected.
(f) Approve any self-dealing transaction except as provided by section 5233(d)(3) of the California Corporations Code.
Section 4.22. Committee Meetings. Meetings and actions of commi ttees shall be governed by and held and taken in accordance with the provision s of this Article IV concerning meetings of directors, with such changes in the context of thos e Bylaws as are necessary to substitute the committee and its members for the Board and its members. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board may adopt rules for the governance of any committee not inconsistent with the provisions of these Bylaws concerning meetings of directors.
Section 4.23. Executive Committee. Pursuant to Section 4.21, the Board may appoint three or more directors, one of whom shall be the Chair of the Board to serve as the Executive Committee of the Board. The Chair of the Board shall preside at all meetings of the Executive Committee. The Executive Committee, unless limited in a resolution of the Board, shall have and may exercise all of the authority of the Board in the manag ement of the business and affairs of the corporation between meetings of the Board; provided, however, that the Executive Committee shall not have the authority of the Board in referenc e to those matters enumerated in Section 4.21. The minutes of each Executive Committee meeting shall be sent to each director by the Secretary of the Corporation.
Section 4.24. Standard of Care -- General. A director shall per form the duties of a director, including duties as a member of any committee of the Board on which the director may serve, in good faith, in a manner such director believes to be in the best interest of this Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
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In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:
(a) One or more officers or employees of the Corporation whom the director believes to be reliable and competent in the matters presented;
(b) Counsel, independent accountants or other persons as to matters which the director believes to be within such person's professional or expert competence;
(c) A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence; or
(d) So long as in any such case, the director acts in good faith, after reasonable inquiry when the need thereof is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
Except in the case of a self-dealing director, as described in Section 5233 of the California Corporations Code, a person who performs the duties of a director in accordance with the above shall have no liability based upon any failure or all eged failure to discharge that person's obligations as a director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charita ble purpose to which the Corporation, or assets held by it, are dedicated.
Section 4.25. Standard of Care -- Investments. Except with resp ect to assets held for use or used directly in carrying out this Corporation's charitable activities, in investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the Cor poration's investments, the Board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of the Corporation's capital. The provisions of Section 4.24 of these Bylaws shall apply to this Section.
The Board shall also comply with all additional standards, if any, imposed by the Articles of Incorporation, these Bylaws, or the express terms of any ins trument or agreement pursuant to which the assets were obtained by the Corporation.
Section 4.26. Self-Dealing Transactions. A self-dealing transac tion is one to which the Corporation is a party and (i) in which one or more of the directors has a financial interest or (ii) a transaction between the Corporation and any entity in which one or more of its directors has a financial interest. The Board shall approve a self-dealing transaction only if:
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(a) the Corporation is entering into the transaction for its own benefit;
(b) the transaction is fair and reasonable as to the Corporation at the time the Corporation entered into the transaction;
(c) the Board's approval occurs prior to consummating the transaction or any part .thereof;
(d) the Board's approval is made in good faith;
(e) the Board's approval is made by a vote of a majority of the directors then in office without counting the vote of the interested director or directors;
(t) the Board's approval is made with knowledge of (i) the material facts concerning the transaction and (ii) the director's or directors' interest in the transaction; and
(g) after reasonable investigation, the Board has considered a nd in good faith determined that under the circumstances the Corporation could not have obtained a more advantageous arrangement with reasonable effort.
Section 4.27. Inspection. Every director shall, at his or her own expense, have the absolute right at any reasonable time during the business hours of the Corporation to inspect and copy all books, records, and documents, and to inspect the physical properties of this Corporation.
Article 5
OFFICERS
Section 5.1. Officers of the Corporation. The officers of the Corporatio n shall be a chair, a secretary, and a treasurer. The Corporation may also have, at the Board's discretion, one or more vice chairs, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with Section 5.3 of these Bylaws. Any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as the president.
Section 5.2. Election of Officers. The officers of the Corporat ion, except those appointed under Section 5.3 of these Bylaws, shall be chosen annually by a majority of the Board
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and shall serve at the pleasure of the Board. Officers must be chosen from the directors of the Corporation.
Section 5.3. Other Officers. The Board may appoint or may autho rize the chair, or other officer, to appoint any other officers that the Corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined by the Board.
Section 5.4. Removal of Officers. Any officer may be removed wi th or without cause by the vote of at least two-thirds of the members of the Board and also, if the officer was appointed by an officer, by the officer who appointed him or he r.
Section 5.5. Resignation of Offic ers. Any officer may resign at any time by giving written notice to the chair or secretary of the Corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted t o be effective. Any resignation shall not affect the rights, if any, of the Corporation under a ny contract to which the officer is a party. Nor shall the resignation of any officer from the office he or she holds affect his or her position as a director of the Corporation.
Section 5.6. Vacancies in Office. A vacancy in any office becau se of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office, provided, however, that vacancies may be filled as they occur.
Section 5.7. Reimbursement of Expenses. The Corporation shall p rovide reimbursement for monies expended on behalf of the Corporation by its officers.
Section 5.8. Chair. The chair shall preside at meetings of the Board and Executive Committee and shall exercise and perform such other powers and duties as may from time to time be assigned by the Board.
Section 5.9. Vice Chair. If the ch air is absent or disabled, the vice chair, if any, in order of their rank as fixed by the Board, or, if not ranked, a vice chair designated by the Board, shall perform all duties of the chair. When so acting, a vice chair shall have all powers of and be subject to all restrictions on the chair. The vice chairs shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
Section 5.10. Secretary. The secretary shall have the following duties:
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(a) The secretary shall keep or cause to be kept, at the Corporatio n's principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board and of committees of the Board. The minutes of the meetings shall include the time and place that meeting was held, whether the meeting was annual, regular, or special, and, if special, how authorized and the notice given.
(b) The secretary shall keep or cause to be kept at the principal office, a copy of the Articles of Incorporation and Bylaws of the Corporation, as amended to date.
(c) The secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these Bylaws to be given. The secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
Section 5.11. Treasurer. The treasurer shall have the following duties:
(a) The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation's funds, properties and transactions.
The treasurer shall send or cause to be given to the directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any director at all reasonable times during the business hours of the Corporation.
(b) The treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as the Board may designate, shall disburse the Corporation's funds as the Board may order, shall render to the chair and the Board, when requested, an account of all transactions as treasurer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as the Board or the Bylaws may prescribe.
Article 6
MISCELLANEOUS
Section 6.1. Fiscal Year. The fis cal year of this Corporation shall end each year on June 30.
Section 6.2. Corporate Seal. Thi s Corporation may have a seal which shall be specified by resolution of the Board. The seal may be affixed to any corporate instruments, as
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directed by the Board or any of its officers, but failure to affix it shall not affect the validity of the instrument.
Section 6.3. Contracts. All cont racts entered into on behalf of the Corporation must be authorized by the Board, or, where the contract is for less tha n $150,000, by the chair or the executive director.
Section 6.4. Execution of Checks. Except as otherwise provided by law, every check, draft, promissory note, money ord er, or other evidence of indebtedness of the Corporation shall be signed by such individuals as are authorized by the Board.
Section 6.5. Indemnifi cation. The Corporation shall indemnify its directors, officers, employees, and agents, including persons formerly occupying any such position, to the fullest extent permitted by law, against all expenses, judgments, fines and other amounts actually and reasonably incurred by them in connection with any threatened, pending or completed action or proceeding, whether it is civil, criminal, administrative or in vestigative.
In all cases where indemnification is sought, the Corporation shall be subject to the following restrictions and requirements, and the restrictions and requirements contained in Section 5238 of the California Corporations Code:
(a) Where the action or proceeding is brought on behalf of the Corporation or involves self-dealing transactions, as defined in Section 4.26 of these Bylaws, the Corporation shall not indemnify against amounts paid in settlement or judgement amounts, but shall, upon the express authorization of the Board, indemnify the director, off icer, employee or agent against expenses incurred in defense of an action arising from his or h er relation to the corporation. To indemnify in such cases the Board must find the person met the statutorily prescribed standard of care by acting (1) in good faith, (2) in the best interests of the Corporation, and (3) with the care of an ordinarily prudent person.
(b) Where the person seeking indemnification under this section has been held liable to the Corporation, or has settled his or her liability to the Corporation, the Corporation shall not indemnify against expenses without the approval of the court of the Attorney General.
(c) The Board shall determine whether the person seeking indemnification has acted in accordance with the standard of care set forth in subsection (a) of this section by a majority vote of a quorum consisting of disinterested Directors. The termination of any proceeding in a manner adverse to the defendant seeking indemnification shall not create a presumption that such person failed to meet the standard of care.
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(d) Where the person seeking indemnification has been successful on the merits in defense of any action or proceeding brought on behalf of the Co rporation or in defense of any claim or issued involved in such action or proceeding, the Corporation shall indemnify against all expenses actually or reasonable incurred.
(e) The Corporation shall not advance any money to the person seeking indemnification for the purpose of defending against any action or proceeding without the receipt of an undertaking by such person to repay all advances unless it is ultimately determined that he or she is entitled to indemnification.
Section 6.6. Insurance . The Board may adopt a resolution author izing the purchase of insurance on behalf of any director, officer, employee or agent of this Corporation against any liability asserted against or incurred by the director, officer, employee or agent in such capacity or arising out of the director's, officer's, employee's or agent's status as such, whether or not this Corporation would have the power to indemnify the director, officer, employee, or agent against that liability under law, to the extent such insurance is commercially available and it is economically feasible for the Corporation to purchase such insurance.
Section 6.7. Annual Report to Directors. The Board shall cause an annual report to be sent to the directors within 120 days after the end of the Corp oration's fiscal year. That report shall contain the following information in appropriate detail, for the fiscal year:
(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;
(c) The revenue or receipts of the Corporation, both unrestricted and restricted for particular purposes, for the fiscal year;
(d) The expenses or disbursements of this Corporation, for both general and restricted purposes, during the fiscal year.
Section 6.8. Annual St atement of Certain Transactions. As part of the annual report to the directors pursuant to Section 6.7, the Corporation shall an nually furnish a written statement to all directors that lists covered transactions which (i) the Corporation, (ii) its parent or (iii) subsidiary was a party, and in which any director or officer of the Corporation, its parent or subsidiary had a direct or indirect material financial interest. A mere common directorship is not a material financial interest. For the purpose of this Section 6.8, covered transactions required to be reported are (i) any transaction during the previous fiscal year involving more than fifty
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thousand dollars ($50,000), or (ii) which was one of a number of covered transactions in which the same interested person had a direct or indirect material financial interest, and which in the aggregate involved more than $50,000. The statement prepared pursuant to this Section 6.8 shall contain the following information:
(a) A brief description of the transaction;
(b) The names of the interested person or persons;
(c) A brief description of the person's relationship to the Corporation;
(d) A brief description of the nature of the person's interest in the transaction, and, where practicable, 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).
The statement prepared pursuant to this Section 6.8 shall also briefly describe the amount and circumstances of any indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or director of the Corporation pursuant to Section 6.5.
Section 6.9. Amendment of Bylaws. The Bylaws may be amended or repealed and new Bylaws adopted by the vote of a majority of the members of the Board of Directors. Such amended or newly adopted Bylaws shall take effect immediately.
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
(1) That I am the duly elected and acting Secretary of Cornerstone Community Development Corporation, a California nonprofit public benefit corporation; and
(2) That the foregoing Bylaws, comprising twelve (12) pages, constitute the Bylaws of such corporation as duly ratified by action of the Board of Directors of the corporation duly taken on July 23, 2020.
IN WITNESS THEREOF, I have hereunto subscribed my name, this 23 day of July, 2020
Secretary Gayle Thomas