Belmont City Council
January 24, 2023

CITY OF BELMONT

CITY COUNCIL AND BELMONT FIRE

PROTECTION DISTRICT BOARD OF

DIRECTORS
www.belmont.gov

1. ROLL CALL

2. PLEDGE OF ALLEGIANCE

3. REPORT FROM CLOSED SESSION

4. SPECIAL PRESENTATIONS

CITY COUNCIL REGULAR MEETING AGENDA
Tuesday, January 24, 2023
7:00 PM
City Council Chambers
City Hall, One Twin Pines Lane, Belmont, California

TELECONFERENCE PARTICIPANTS
Some Members may Participate Virtually
Being held under Gov. Code 54953(e)
The meeting will be broadcast live to Belmont residents on Comcast Cable Channel 27, streamed live via the City’s website at www.Belmont.gov. The public may also attend the meeting in the Chambers and address the Council from the Chambers. Social distancing must be practiced, and seating will be limited.

PUBLIC COMMENT:

To maximize time for live public comment, we encourage members of the public to provide comments by joining the Committee meeting via Zoom : For web, visit https://belmont-gov.zoom.us/ select “Join” and enter Meeting ID: 95745673035. Use the Raise Hand feature to request to speak. You may rename your profile if you wish to remain anonymous.

For dial- in comments, call *67 1-(669) 900-6833 (your phone number will appear on the live broadcast if *67 is not dialed prior to the phone number), enter Meeting ID: 95745673035, and press *9 to request to speak. All public comments are subject to a 3-minute time limit unless otherwise determined by the Committee Chair.

If you wish to submit written public comment, you may send an email to [email protected] before the council considers the item. Please indicate the agenda item topic or agenda item number you wish to comment on in your email’s subject line. Any public comment regarding agenda items that are received from the publication of the agenda through the meeting date will be made part of the meeting record but will not be read during the Council meeting.
1 A. January 2023 Human Trafficking Prevention Month Proclamation

5. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA

6. COUNCILMEMBER ANNOUNCEMENTS

7. CONSENT BUSINESS
A. Council Intergovernmental Assignments 2023
B. Meeting Minutes
C. Ralston Avenue Adaptive Signal Control Technology Project, CCN 2022-623

8. PUBLIC HEARINGS

9. GENERAL BUSINESS
A. Creation of New Classifications, Administrative Services Director and Payroll Manager; and Revision of the Master Pay Schedule
This portion of the meeting is reserved for persons wishing to address the Body on any City matter not on the agenda. The period for public comment at this point in the agenda is limited to 15 minutes, with a maximum of 3 minutes per speaker. Speakers who requested but did not receive an opportunity to speak during this comment period will be given an opportunity to address the Body later in the meeting. State law prohibits the Body from acting on non-agenda items.

Consent business items are considered to be routine in nature and will be enacted by one motion. There will be no separate discussion on these items unless a member or staf request specific items to be removed for separate action.

The City Attorney will read the title of ordinances to be adopted.

Recommendation: Motion to Approve Intergovernmental Assignments for 2023 Attachment(s):
2023 Assignment List
Recommendation: Approve minutes as presented
Attachment(s):

January 10, 2023 Minutes
Recommendation: Adopt a resolution approving the plans and specifications, authorizing advertisement for sealed bids, and authorizing the City Manager to execute a contract with the lowest responsible bidder for an amount not to exceed $352,000 plus a ten percent construction contingency for the Ralston Avenue Adaptive Signal Control Technology Project, Cabinet Relocations, City Contract Number 2022-623 Attachment(s):

Staff Report
Resolution
General Business items are considered separately, typically in the order listed. The chair will call for public comment on each item when the body considers the item.

Recommendation:

Adopt a resolution approving the creation of new job classifications, Administrative Services Director, and Payroll Manager; and revising the City’s Master Employee Pay Schedule, to include Administrative Services Director and Payroll Manager, in accordance with California Public Employees Retirement System (CalPERS) regulations 2 B. Belmont Community Foundation Memorandum of Understanding

10. BRIEF VERBAL REPORTS FROM MEMBERS AND STAFF

11. MATTERS OF INTEREST/CLARIFICATION

12. ADJOURNMENT
Attachment(s):

Staff Report
Resolution
Proposed Administrative Services Director Description
Proposed Payroll Manager Position Description
Recommendation: Adopt a motion ratifying the Memorandum of Understanding between the City of Belmont and the Belmont Community Foundation and designating a Council representative as a liaison to the Foundation's Board of Directors Attachment(s):

Staff Report
Belmont Community Foundation Memorandum of Understanding A. Verbal report from Councilmembers on Intergovernmental (IGR) and Subcommittee Assignments
B. Verbal report from City Manager
Items in this category are for discussion and direction to staf only. However, Council/Board may take final action on an item if there is no need for additional staf analysis.

If you need assistance to participate in this meeting, please contact the City Clerk at (650) 595-7413. Notification in advance of the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

Meeting information can also be accessed via the internet at:www.belmont.gov. All staf reports will be posted to the web in advance of the meeting, and any writings or documents provided to a majority of the City Council/District Board or Commission regarding any item on this agenda will be made available for public inspection in the City Clerk's Of ice, One Twin Pines Lane, during normal business hours and at the Council Chambers at City Hall, Second Floor, during the meeting. 3 Committee Delegate/
Representative
Alternates Schedule Meeting
Location
Contact
2+2 Ad hoc Committee with
Mid-Peninsula Water District
McCune
Hurt
n/a As Needed Public Works
Director
2+2+2 BRSSD Committee
Multi agency committee to discuss/share
issues of interest between the Belmont
Redwood Shores School District, Redwood
City, and Belmont"
PangMaganaris
Latimerlo
n/a As Needed City Manager
Audit Committee Vice Mayor
PangMaganaris
Quarterly Finance Director
Belmont-SC Fire Dept JPA -
Oversight of the legacy Fire Department with
San Carlos
Mates McCune As Needed City
Manager/Finance
Director
(C/CAG)
C/CAG operates as a Joint Powers Authority
and has membership that includes each of
the 20 cities and the County in San Mateo
County. It works on issues that affect the
quality of life in general; transportation, air
quality, stormwater runoff, airport/land use
Hurt Mates Monthly
2nd Thursday,
7:00 p.m..
650-599-1406
Public Works
Director
Council Committee and Intergovernmental Assignments (IGR) 2023 Draft
4 compatibility planning, hazardous waste,
climate planning, energy and water resource
strategies, and solid waste and recycling.

Four Corners Ad-hoc Committee
Alameda de Las Pulgas Corridor Improvement
Project is a multi-agency regional
transportation improvement project
involving cities of Belmont, San Carlos, and
two School Districts (Sequoia Union High
School and San Carlos School District) along
the Alameda de Las Pulgas and San Carlos
Ave Corridor.

Mates
PangMaganaris
n/a As Needed City Manager
Public Works
Director
Liaison to Senior Citizen Advisory Committee McCune Hurt Odd Months 4th Tuesday,
3:00 P.M. (time
may change in
2023)
Twin Pines
Senior &
Community
Center
Craft Room
Parks and Rec
Liaison to Chamber San Mateo County –
Governmental Relations Committee
Mayor Latimerlo Every other
Month
Amy
Buckmaster/Mary
Parden
Notre Dame de Namur University
Advisory Board
Hurt Mates As Needed City Manager
Placemaking Ad-hoc Subcommittee Hurt
Mates
n/a As Needed Com Dev
Public Safety Committee –
The Public Safety Committee’s duties are to
consider policy matters related to police and
public safety services in Belmont, provide a
forum for presentation and discussion of
specific information related to public safety
policy and practices.

Vice Mayor Mates Quarterly/As
Needed
City
Manager/Police
Chief
5 Silicon Valley Clean Water
JPA for Wastewater Treatment
Hurt McCune Monthly,
2nd Monday,
8:00 a.m.

Public Works
Director
Stanford Ad-hoc Subcommittee -
Santa Clara/San Mateo Counties multijurisdictional meeting to discuss Stanford related matters
Mayor Hurt As Needed City Manager
Youth Advisory Committee -
Belmont Youth (grades 7-12) focused on civic
engagement through planning and hosting
activities and events.

McCune PangMaganarisYAC meetings 2x
Month Thursdays
6:30 pm; school
year only;
Delegate
attendance only
as needed
Barrett
Community
Center;
Hideout
Room
Parks and Rec
Joint Powers Authorities/Intergovernmental Agencies
San Mateo County Pre-Hospital Emergency
Services JPA –
The San Mateo County Pre-Hospital
Emergency Medical Services Group provides
service to the residents and visitors of San
Mateo County to advance life support first
response fire companies to respond to all 911
emergency medical requests, to work in
tandem with hospital transport and support
partners.

Hurt McCune Quarterly City Manager
6 Peninsula Traffic Congestion Relief Alliance
(Commute.org) –
Commute.org’s mission is to reduce the
number of vehicle miles traveled (VMT) by
commuters to decrease congestion, improve
the environment, and enhance quality of life.

The Board has five scheduled meetings each
year for the purpose of adopting a work plan
and budget, developing policy, and reviewing
Commute.org performance.

Latimerlo Hurt Even months
3rd Thursday,
8 am
Public Works Director
ABAG General Assembly -
Regional planning agency for land use,
housing, environmental quality, and economic
development- Association of Bay Area
Governments, mission is to strengthen
cooperation and collaboration across local
governments to build healthier, stronger
communities.
-ABAG is part regional planning agency and
part local government service provider. We
accomplish our goals by providing planning
services and cost-effective ABAG member
services to local governments struggling with
rising costs and diminishing incomes
Mayor Vice
Mayor
April,
November
General
Assembly
Meetings
Peninsula Division, League of CA Cities -
State and local legislative issues
(All Councilmembers invited)- The Peninsula
Division includes 36 cities in San Francisco, San
Mateo, and Santa Clara counties and provides
members with the opportunity to exchange
Mayor Vice
Mayor
Quarterly
dinner
meetings
League of CA Cities
7 ideas and information and share the
advantages of cooperative advocacy.

San Mateo County Mosquito and Vector
Control District -
Independent Special District, the Board of
Trustees consists of 21 members, one from
each city and one representative for the
County at-large. Trustees are appointed by
their respective City Council to govern the
Mosquito and Vector Control District
Citizen
Representative:

Chuck Cotton
Term expires
12/24
n/a Monthly 2nd
Tuesday, 7:30
pm
650-344-8592
San Mateo County Library JPA -
Policy direction, oversee budget, services &
library programs for the JPA related library
system
Mates PangMaganaris Quarterly plus
one
2nd Monday,
8:00 A.M.

Ann-Marie Despaine,
Library Director
SFO Roundtable -
The Airport/Community Roundtable was
established in 1981 to address community
noise impacts from aircraft operations at San
Francisco International Airport (SFO).

PangMaganarisHurt 1st
Wednesday of
Month
6 x yr., 7:00
p.m.

James Castaneda
(650) 363-1853
San Mateo County Emergency Service
CouncilDisaster Preparedness
McCune Hurt Quarterly
3rd Thursday,
5:30 p.m.,
Courthouse
Lt. Craig Denton
(650) 599-1295
Kathleen Pape (650)
363-4790
San Mateo County
Council of Cities/City Selection Committee -
(All Councilmembers invited)
Mayor Vice
Mayor
MonthlyDinner
meeting
4th Friday,
6:00 p.m.

Sukhmani Purewal
650) 363-1802
[email protected]
Regional Housing Needs Policy Committee Latimerlo Hurt As Needed Carlos de Melo C/CAG
8 Sean Charpentier
(650)-599-1409
Housing and Regional Trust (HEART) Member
Agency Committee –
HEART is a 501(c)(3) that was founded in 2003
as a public/private partnership among the
cities in San Mateo County, the County, and
the business, nonprofit, education, and labor
communities to create more affordable
housing in San Mateo County. HEART’s
mission is to create and preserve affordable
housing for low- and moderate-income
families by raising and investing money from
public and private sources.

Latimerlo PangMaganaris2-3 annually,
3rd Wed, 7:30
a.m.

HEART Exec Director,
(650) 204-5640
Grand Boulevard –
The Grand Boulevard is a collaboration of 19
cities, counties, local and regional agencies
united to improve the performance, safety,
and aesthetics of El Camino Real. The initiative
brings together all the agencies having
responsibility for the condition, use and
performance of the street.

Mates PangMaganaris2-3 times
annually
Carlos de Melo
Caltrain Local Policy Maker Group (LPMG) –
LMPG provides policy and stakeholder input to
Caltrain staff on the Caltrain Modernization
Program (CalMod), and Business Plan.

McCune Hurt Last Thurs of
Month
6-8 pm
(650) 508-6493
SBWMA (South Bay Waste Management
Authority – “RethinkWaste”) -
RethinkWaste, also known as the South
Bayside Waste Management Authority
(SBWMA), is a joint powers authority formed
McCune Hurt 4th Thursdays,
2:00 p.m., San
Carlos
Public Works Director
9 by eleven local government jurisdictions in San
Mateo County. California. The agency provides
oversight, support and management of service
providers that collect, process, recycle and
dispose of materials on behalf of
RethinkWaste agencies.

Peninsula Clean Energy (PCE) -
Peninsula Clean Energy is a communitycontrolled, not-for-profit, joint powers agency formed as a Community Choice Aggregation
(CCA) program by San Mateo County and all 20
of its cities and towns in 2016 and joined by
the City of Los Banos in 2020.

Mates Hurt 4th Thursdays
6:30 p.m.

City Manager
Home For All Initiative -
The mission of Home for All initiative is to
establish a climate in San Mateo County where
a diversity of housing is produced and
preserved so that San Mateo County is a
culturally, generationally, and economically
diverse community with housing for all. Home
for All SMC is a collaborative initiative
comprised of the County of San Mateo, local
governments, school districts, communitybased organizations, faith-based organizations, advocacy groups and businesses.

Mates Latimerlo As Needed City Manager
San Mateo Consolidated Fire Department -
established January 2019 The department was
formed by the establishment of a Joint Powers
Authority (JPA) and represents the merger of
fire departments in San Mateo, Foster City,
and Belmont. The Board of Directors for the
Mates McCune Quarterly City Manager
10 Department is comprised of a Council member
from each partner city.

THESE APPOINTMENTS ARE MADE BY THE CITY SELECTION COMMITTEE (Council of Cities):

Association of Bay Area Governments
Regional planning agency for land use, housing,
environmental quality, and economic
development
Local Agency Formation Commission
(LAFCO)
Authority over all reorganizations &
boundary changes within County
Bay Area Air Quality Management
District
Works to reduce air contaminants within
the District
Metropolitan Transportation Commission
(MTC)
Reviews applications for state & federal
transportation funds, maintains regional
transportation plan for Bay Area
California Identification System (Cal-ID)
Determine the placement of RandomAccess Network equipment within the County
Peninsula Corridor Joint Powers Board
(Caltrain)
Set policy for operation of Peninsula
Commute Service
Community Development Committee Supplemental Law Enforcement Oversight Committee
Review Supplemental Law Enforcement
Service Fund expenditures
Domestic Violence Council
Evaluate efforts to reduce domestic
violence, raise public awareness and
collect statistics
San Mateo County Transit District (SamTrans) San Mateo County Transportation Authority (SAMTAC)
HEART (Housing Endowment and
Regional Trust) Board
THESE APPOINTMENTS ARE MADE THROUGH C/CAG:
2020 Peninsula Gateway Corridor Airport Land Use Committee (ALUC) Bicycle and Pedestrian Advisory Committee (BPAC)
Congestion Management Program and
Environmental Quality Committee (CMEQ)
Congestion Management Program
Technical Advisory Committee (TAC)
National Pollutant Discharge Elimination
Technical Advisory Committee (NPDES) -
Integrated Waste management (SWAC) Utilities Sustainability Task Force (USTF) 11 MINUTES OF REGULAR MEETING OF CITY OF BELMONT CITY COUNCIL AND

BELMONT FIRE PROTECTION DISTRICT BOARD OF DIRECTORS
Tuesday, January 10, 2023
City Council Chambers City Hall, One Twin Pines Lane, Belmont, California and ZOOM CALL TO ORDER: 7:00 PM

ROLL CALL
COUNCILMEMBERS PRESENT: McCune, Latimerlo, Pang-Maganaris, Hurt, Mates

PLEDGE OF ALLEGIANCE
Led by the members of the AYSO Belmont 10UG Team

REPORT FROM CLOSED SESSION
No closed session held.

SPECIAL PRESENTATIONS
Recognition of AYSO Belmont 10UG Team
AYSO Commissioner Lyford thanked the Council for recognizing the Team.

Mayor Mates presented the team members with certificates of recognition.

PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA
No members of the public came forward to speak.

COUNCILMEMBER ANNOUNCEMENTS
Councilmember McCune reminded residents to be aware of phone and internet solicitors.

Mayor Mates recognized staff, and those involved for their efforts during the recent winter storm events. She highlighted resources available to the public and reminded residents to respect safety signage placed at park entrances and certain roads and streets. She outlined upcoming community events.

Councilmember Hurt announced the upcoming commission recruitment deadline.

CONSENT BUSINESS
Resolution 2023-01 finding that the COVID-19 Statewide Emergency remains in effect and that state and local officials continue to recommend measures to promote social distancing and directing the Council’s Citizen Advisory Bodies to make consistent findings Resolution 2023-02 Ratifying the Proclamation if a Local Emergency by the Director of Emergency Services Related to the 2023 Winter Storms, Ratifying the Director’s Order of Succession, and Proclaiming a Local Emergency
Accepted November Monthly Financial Reports
Public Comment
Comments regarding virtual meetings and recent storm issues provided by an unidentified caller. 12 ACTION: On a motion made by Councilmember Hurt and seconded by Councilmember McCune the Consent Business items were unanimously approved by a roll call vote. (5-0).

PUBLIC HEARINGS
2022 California Building, Residential, Mechanical, Plumbing and Electrical Codes with local Amendments, and the 2022 California Fire Code as Amended by the San Mateo Consolidated Fire Department
Community Development Director de Melo provided an overview of the code amendments, he explained that the item was introduced at a November 2022 meeting and the action required at this meeting is routine public hearing and second reading of the ordinance.

City Attorney Rennie read the title of the Ordinance
ACTION: On a motion made by Councilmember McCune and seconded by Councilmember Hurt Resolution 2023-003 making Express Findings That Modifications To The 2022 California Building, Plumbing, Mechanical, Electrical, And Residential Codes By Reference As Amended, And Ratifying The San Mateo Consolidated Fire Department Fire Code Adopting And Amending The 2022 California Fire Code And 2021 International Wildland Urban Interface Code Are Reasonably Necessary Due to Local Conditions; and,
Ordinance 2023-1169 Adopting The 2022 California Building, Plumbing, Mechanical, Electrical, And Residential Codes By Reference As Amended, And Ratifying The San Mateo Consolidated Fire Department Fire Code Adopting And Amending The 2022 California Fire Code And 2021 International Wildland Urban Interface Code were unanimously approved by a roll call vote (5-0). 2022 Energy Reach/EV (Electric Vehicle) Infrastructure Code Amendments Community Development Director de Melo provided an overview of the code amendments. He noted that the Council first adopted the REACH codes in June of 2022, he further explained that per Council direction amendments were introduced in December 2022 and before the Council tonight for adoption.

Public Comment
Bruce Nagel and Natasha provided comments. Written correspondence provided by Jennifer Hennings.

City Attorney Rennie read the title of the ordinance.

ACTION: On a motion made by Councilmember Hurt and seconded by Councilmember Latimerlo Resolution 2023-004 Making Express Findings Adopting the 2022 California Green Building Standards Code by Reference as Amended With Local Reach Energy Standards Reasonably Necessary Due to Local Conditions; and,
Ordinance 2023-1170 adopting The 2022 California Green Building Standards Code By Reference as Amended with Local Reach Standards were approved, by roll call vote (4-1 McCune no)
13 GENERAL BUSINESS
None

BRIEF VERBAL REPORTS FROM MEMBERS AND STAFF
Verbal report from Councilmembers on Intergovernmental (IGR) and Subcommittee Assignments
Councilmembers reported on their IGR assignments.

Verbal report from City Manager (Including an update the storm events) City Manager Oskoui provided an update on the recent winter storm events and offered gratitude to staff and volunteer efforts.

Public Comment
Comments provided by an unidentified caller.

MATTERS OF INTEREST/CLARIFICATION
None
Council Intergovernmental Assignments for Calendar Year 2023 Council made assignments to the Intergovernmental boards and committees, during their deliberation the Council retired the following committees:

Berrett Community Center Ad hoc Committee
Chrystal Springs Cross Country Course Ad-hoc Subcommittee Economic Development Ad hoc Committee
Short-Term Rentals Ad-hoc Subcommittee
Public Comment
Natasha commented on the SFO Roundtable item on the IGR list.

ADJOURNMENT at this time being 8:55 PM.

Mayor Mates adjourned the meeting in memory of Manuela Hiwa Hiwa Alohanani; stating, “’Mannie’ passed away in December; She was a fixture in Belmont and loved this city.

She moved over here from Hawai'i when she was just four years old and went through our school system, encountering and overcoming many challenges during a time when the color of her skin was not widely accepted. A timeless and seasoned hula dancer she is remembered fondly by many in our community. We wish her family and friends our deepest sympathy.” Mayor Mates asked for a moment of silence.

Jozi Plut
City Clerk
14

Ralston Ave Cabinet Relocations - Advertise Bid - Staff Report

STAFF REPORT
Meeting Date: January 24, 2023
Agency: City of Belmont
Staff Contact: Elizabeth Wada, Public Works, (650) 595-7468, [email protected] Agenda Title: Ralston Avenue Adaptive Signal Control Technology Project, CCN 2022-623 Agenda Action: Resolution
Recommendation
Adopt a resolution approving the plans and specifications, authorizing advertisement for sealed bids, and authorizing the City Manager to execute a contract with the lowest responsible bidder for an amount not to exceed $352,000 plus a ten percent construction contingency for the Ralston Avenue Adaptive Signal Control Technology Project, Cabinet Relocations, City Contract Number 2022-623.

Strategic Focus Area
Infrastructure and Mobility
Background
In partnership with the City/County Association of Governments (C/CAG)’s Transportation Fund for Clean Air (TFCA) program, San Mateo County and Caltrans, the City of Belmont recently completed the Ralston Avenue Adaptive Traffic Control Technology Update. This coordinated the signalization along Ralston Avenue from Hiller Avenue to Christian Drive.

This new system uses advanced video detection, and an intelligent traffic control system programming that uses data from vehicle detectors and optimizes the traffic signal timing of a network of intersection by evaluating the real time traffic demand in the area. The system will improve overall operational efficiency and reduce end to end travel times along the Ralston Avenue corridor.

Analysis
As a part of the Ralston Ave Adaptive Traffic Control Technology Project, the traffic signal cabinets at the intersections of Ralston Ave/Belmont Canyon Road and Ralston Ave/Cipriani Blvd were designed to be relocated for the safety of those maintaining the signal cabinets and ease of access. Public Works staff and consultants cannot presently stage equipment and vehicles or access these cabinets without undue safety concerns from vehicular traffic on the corridor.

This work will include removal of existing controller cabinets, installation of new controller cabinets in preferred locations, construction of concrete pads, and replacement and construction of pull boxes, power supply, and cables. The signal cabinet relocations will also require trenching, new conduit, and electrical lines across the two intersections as more specifically identified in the Contract Documents.

Alternatives

1. Take no action.
15

Ralston Ave Cabinet Relocations - Advertise Bid - Staff Report

2. Refer back to staff for more information.

Attachments
A. Resolution
Fiscal Impact
☐ No Fiscal Impact
☒ Funding Source Confirmed: Account 234-3-730-3231-9030/Traffic Signal Improvements at Cipriani & Belmont Canyon Road
Source: Purpose: Public Outreach:

Staff Discretionary Action Posting of Agenda
16

RESOLUTION NO. 2023 –

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELMONT

APPROVING THE PLANS AND SPECIFICATIONS, AUTHORIZING

ADVERTISEMENT FOR SEALED BIDS, AND AUTHORIZING THE CITY

MANAGER TO EXECUTE A CONTRACT WITH THE LOWEST RESPONSIBLE BIDDER FOR AN AMOUNT NOT TO EXCEED $352,000 PLUS A TEN PERCENT

CONSTRUCTION CONTINGENCY FOR THE RALSTON AVENUE ADAPTIVE

SIGNAL CONTROL TECHNOLOGY PROJECT, CABINET RELOCATIONS, CITY CONTRACT NUMBER 2022-623.

WHEREAS, the Department of Public Works has prepared plans and specifications for the Ralston Avenue Adaptive Signal Control Technology Project, Cabinet Relocations, CCN 2022-623 to create a space more accessible and safer from vehicular traffic to maintain traffic control cabinets; and,
WHEREAS, the project was budgeted from Account 234-3-730-3231-9030/Traffic Signal Improvements at Cipriani & Belmont Canyon Road.

NOW, THEREFORE, the City Council of the City of Belmont resolves as follows:

SECTION 1. Approves plans and specifications, authorizes the advertisement for sealed bids, and authorizes the City Manager to execute a contract with the lowest responsible bidder for an amount not to exceed $352,000 plus a ten percent construction contingency for the Ralston Avenue Adaptive Signal Control Technology Project, Cabinet Relocations, City Contract Number 2022-623.
* * *
ADOPTED January 24, 2023 by the City of Belmont City Council by the following vote:

Ayes:

Noes:

Absent:

Abstain:
17

ATTEST:

City Clerk Mayor
APPROVED AS TO FORM:

City Attorney
18

New Classification and Master Pay Schedule Revision Stacey Stevenson - Staff Report

STAFF REPORT
Meeting Date: January 24, 2023
Agency: City of Belmont
Staff Contact: Stacey Stevenson, Interim Assistant City Manager, [email protected] Agenda Title: Creation of New Classifications, Administrative Services Director and Payroll Manager; and Revision of the Master Pay Schedule
Agenda Action: Resolution
Recommendation
Adopt a resolution approving the creation of new job classifications, Administrative Services Director, and Payroll Manager; and revising the City’s Master Employee Pay Schedule, to include Administrative Services Director and Payroll Manager, in accordance with California Public Employees Retirement System (CalPERS) regulations.

Strategic Focus Area
Fiscal and Organizational Sustainability
Background
The City Council adopted General Fund Operating budget for Fiscal Year 2022/23 includes funding for a new position to supervise the City’s payroll function. The Human Resources Department formally classified the position as an Exempt Payroll Manager and created a salary range. Payroll Manager is a new job classification for the City of Belmont.

In addition, following an organizational structure review, the City Manager seeks to consolidate two vacant, unrepresented director positions. In an organizational realignment, the intent is to combine the current Human Resources and Information Technology Departments into one department, Administrative Services. It is recommended that a new job classification of an Exempt Administrative Services Director be created for the oversight of the new department.

With this item, staff seeks approval of the position descriptions for both the Administrative Services Director and the Payroll Manager, and approval of a revision to the Master Employee Pay Schedule to include said new positions.

The Master Pay Schedule was adopted by Council Resolution 2018-04 on March 13, 2018, and revised on February 23, 2021, September 27, 2022, and November 9, 2023, via Council Resolutions 2019-019, 2022-093 and 2022-109, respectively.

Analysis
As proposed, the Payroll Manager classification will plan, organize, review, and maintain the payroll functions, benefit implementation, and supervision of staff responsible for processing the City’s payroll. Given the managerial and confidential nature of the position, it has been designated as an 19

New Classification and Master Pay Schedule Revision Stacey Stevenson - Staff Report Exempt, Unrepresented position. The proposed salary range is based upon the complexity of the duties, the relationship to subordinate classifications, and internal equity with other existing classifications.

The Administrative Services Director classification, as proposed, will perform functions consistent with other Unrepresented, Exempt department director positions within the City of Belmont’s current classification structure. The proposed salary band is based upon internal equity with existing department director positions.

Staff recommends the approval of the proposed classifications of Administrative Services Director and Payroll Manager; and the approval of a revised Master Pay Schedule to include Administrative Services Director and Payroll Manager, effective January 24, 2023, as follows:

Administrative Services Director – Proposed Salary Band/Month Minimum $15,617
Maximum $19,522
Payroll Manager – Proposed Salary Range/Month
Step 1: $8,659.93
Step 2: $9,092.92
Step 3: $9,547.59
Step 4: $10,024.95
Step 5: $10,526.19
Step 6: $11,052.52
Alternatives

1. Take no action
Attachments
A. Proposed Payroll Manager Position Description
B. Proposed Administrative Services Director Description Fiscal Impact
☒ No Fiscal Impact
☐ Funding Source Confirmed:

Source: Purpose: Public Outreach:

Staff Discretionary Action Posting of Agenda
20

RESOLUTION NO. 2023 –

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELMONT CREATING

NEW CLASSIFICATIONS, ADMINISTRATIVE SERVICES DIRECTOR AND PAYROLL MANAGER; AND REVISING THE CITY’S MASTER PAY SCHEDULE WHEREAS, the City Council adopted General Fund Operating Budget for Fiscal Year 2022/23 includes funding for a new classification to supervise the City’s payroll function; and, WHEREAS, the Human Resources Department has classified the newly budgeted position, creating a new Exempt title of Payroll Manager and establishing a pay range; and, WHEREAS, the City Manager seeks to realign City departments and create an Administrative Services Department to be directed by a new classification of Administrative Services Director; and
WHEREAS, the City’s master employee pay schedule was adopted in March 2018 via Resolution 2018-014; and,
WHEREAS, the City’s master employee pay schedule was revised in February 2021, September 2022, and November 2023 via Council Resolutions 2019-019, 2022-093 and 2022- 109, respectively.

NOW, THEREFORE, the City Council of the City of Belmont resolves as follows:

1. The classification description for Payroll Manager; and

2. The classification description for Administrative Services Director; and

3. The Revised Master Employee Pay Schedule adding a Senior Payroll Technician pay range of $7,689.07 - $9,937.01 and an Administrative Services pay band of $15,617 - $19,522 are approved and adopted
* * *
ADOPTED January 24, 2023 by the City of Belmont City Council by the following vote:

Ayes:

Noes:

Absent:

Abstain:
21

ATTEST:

City Clerk Mayor
APPROVED AS TO FORM:

City Attorney
22 Administrative Services Director | 1
Adopted CC: xx
Unrepresented Bargaining Group
FLSA Status: Exempt

ADMINISTRATIVE SERVICES DIRECTOR

DEFINITION
Under administrative direction, plans, organizes, manages, and provides administrative direction and oversight for all functions and activities of the Administrative Services Department including , human resources, Workers’ Compensation and information technology services; formulates departmental budget, policies, goals, and directives; coordinates assigned activities with other City departments, officials, outside agencies, and the public; fosters cooperative working relationships among City departments and with intergovernmental, regulatory agencies, and various public and private groups; provides highly responsible and complex professional assistance to the City Manager in areas of expertise; and performs related work as required.

SUPERVISION RECEIVED AND EXERCISED
Receives administrative direction from the City Manager. Exercises direct supervision over supervisory, professional, technical, and administrative support staff through subordinate levels of supervision.

ESSENTIAL FUNCTION STATEMENTS – Essential responsibilities and duties may include, but are not limited to, the following:

Essential Functions: Duties may include, but are not limited to, the following:

1. Assume full management responsibility for all department services and activities.

2. Manage the development and implementation of departmental goals, objectives, policies, and priorities for each assigned service area.

3. Establish, within City policy, appropriate service and staffing levels; monitor and evaluate the efficiency and effectiveness of service delivery methods and procedures; allocate resources accordingly.

4. Plan, direct and coordinate, through subordinate level staff, the Department's work plan; assign projects and programmatic areas of responsibility; review and evaluate work methods and procedures; meet with key staff to identify and resolve problems.
23 Administrative Services Director | 2

5. Assess and monitor workload, administrative and support systems, and internal reporting relationships; identify opportunities for improvement; direct and implement changes.

6. Coordinate with departments to identify and address administrative needs.

7. Direct the design and presentation of managerial and supervisory training programs for all departments; conduct periodic training needs assessment.

8. Direct the City's employment functions; assist departments in filling position vacancies; develop and monitor job descriptions; recruit qualified candidates and screen applicants.

9. Recommend and administer compensation plan and related policies; direct salary studies for compensation evaluation; prepare reports on findings and recommendations; direct benefit studies; develop cost-effective benefit programs for employees.

10. Develop and implement a citywide long-range information systems strategy which involves facilitating discussions with City management regarding current and anticipated information technology requirements, applications development and enhancement requests.

11. Oversee and coordinate the City’s technology plan, policies and procedures; provide technical input and direction for future technological needs.

12. Ensure compliance with legislative, regulatory and judicial mandates, regulations and professional standards.

13. Prepare and present written and oral reports and recommendations to the City Manager and City Council.

QUALIFICATIONS
Knowledge of:
• Administrative principles and practices, including goal setting, program development, implementation, and evaluation, and supervision of staff, either directly or through subordinate levels of supervision.
• Principles and practices of leadership.
• Principles and techniques for working with groups and fostering effective team interaction to ensure teamwork is conducted smoothly.
• Principles and practices of strategic plan development. • Principles and practices of departmental budget development and administration. 24 Administrative Services Director | 3
• Public agency budget development, contract administration, Citywide administrative practices, and general principles of risk management related to the functions of the assigned area.
• General principles of risk management related to the functions of the assigned area.
• Principles, practices, and procedures of public administration in a municipal setting.
• Functions, authority and responsibilities of an elected City Council. • Methods and techniques of developing technical and administrative reports, and business correspondence.
• Research methods and techniques.
• Federal, state, and local laws, codes and regulations relevant to assigned areas of responsibility.
• City and mandated safety rules, regulations, and protocols. • Techniques for providing a high level of customer service by effectively dealing with the public, vendors, contractors, and City staff.
• The structure and content of the English language, including the meaning and spelling of words, rules of composition, and grammar.
• Modern equipment and communication tools used for business functions and program, project, and task coordination, including computers and software programs relevant to work performed.

Ability to:
• Develop and implement goals, objectives, practices, policies, procedures, and work standards.
• Provide administrative and professional leadership for the Administrative Services Department.
• Coordinate and oversee programmatic administrative, budgeting, and fiscal reporting activities.
• Prepare and administer large and complex budgets; allocate limited resources in a cost effective manner.
• Calculate long, short and interim budgetary projections for projects. • Interpret, apply, explain, and ensure compliance with Federal, State, and local policies, procedures, laws, and regulations.
• Plan, organize, direct, and coordinate the work of management, supervisory, professional, and technical personnel; delegate authority and responsibility. • Select and supervise staff, provide training and development opportunities, ensure work is performed effectively, and evaluate performance in an objective and positive manner.
• Research, analyze, and evaluate new service delivery methods, procedures, and techniques.
• Effectively administer special projects with contractual agreements and ensure compliance with contractual obligations.
25 Administrative Services Director | 4
• Effectively represent the City and the department in meetings with governmental agencies, contractors, vendors, and various businesses, professional, regulatory, and legislative organizations.
• Prepare clear and concise reports, correspondence, policies, procedures, and other written materials.
• Conduct complex research projects, evaluate alternatives, make sound recommendations, and prepare effective technical staff reports. • Direct the establishment of filing, record-keeping, and tracking systems. • Organize and prioritize a variety of projects and multiple tasks in an effective and timely manner; organize own work, set priorities, and meet critical time deadlines. • Use tact, initiative, prudence, and independent judgment within general policy, procedural, and legal guidelines.
• Effectively use computer systems, software applications relevant to work performed, and modern business equipment to perform a variety of work tasks. • Communicate clearly and concisely, both orally and in writing, using appropriate English grammar and syntax.
• Establish, maintain, and foster positive and effective working relationships with those contacted in the course of work.

Experience and Training Guidelines
Any combination of experience, education, and training that would likely provide the required knowledge and abilities is qualifying. A typical way to obtain the knowledge and abilities would be:

Experience:

Six years of increasingly responsible human resources and/or information technology program services, including three years of management and administrative responsibility.

Training:

Equivalent to a Bachelor’s degree from an accredited college or university with major course work in Public or Business Administration, Human Resource Manager, Information Technology or a related field. 26 Payroll Manager | 1
Adopted CC: xx
Unrepresented Bargaining Group
FLSA Status: Exempt

PAYROLL MANAGER
Definition: To plan, organize, review, and maintain the payroll functions, benefit implementation, and supervision of staff responsible for processing the City's payroll.

Distinguishing Characteristics: Under general direction, this Management position is expected to exercise considerable independent judgment in managing the complete range of activities associated with processing the City's payroll and benefits, interpreting Federal and State laws governing payroll, analyzing legal advice on complex payroll issues, performing complex cost analysis, and making recommendation on the formulation of policies and procedures with Citywide impact. This position also manages the payroll subsystem in the City's financial system and City timekeeping system and is relied upon to implement changes needed in the systems due to Memorandums of Understanding (MOUs), laws, or other required changes.

Employees at this level are required to be fully trained in all procedures related to assigned areas of responsibility.

Receives general direction from the Finance Director. Exercises direct supervision of professional, technical, and clerical personnel.

Examples of Duties: Duties may include, but are not limited to, the following:

1. Plan, organize, coordinate, and manage payroll activities and reporting, including benefit implementation, ensuring proper controls, and compliance with legislative, regulatory and judicial mandates, regulations and professional standards.

2. Compile, review, and analyze data related to payroll and benefit costs, prepare reports, and formulate recommendations on the formulation of Citywide policies and procedures.

3. Oversee hiring, training, evaluation, discipline, and career development of payroll staff.

4. Schedule, supervise, assign, and evaluate the work of the payroll staff on payroll functions, including: electronic timecard system maintenance, 27 Payroll Manager | 2
Federal and State tax filings, CalPERS reporting, application, and employees' MOU and application of Federal and State laws governing payroll reporting to ensure accurate and timely payroll.

5. Provide oversight on compliance with Federal and State laws concerning payroll related to provisions of labor agreements. Provide cost analyses required by management involved in labor agreement provisions.

6. Review, interpret, implement, and explain relevant policies, regulations, and provisions of Fair Labor Standards Act (FLSA), and Federal and State tax laws relating to payroll and employee benefits; and collaborate with Human Resources staff and/ or outside resources for clarification and/ or interpretation as appropriate.

7. Apply understanding of City's MOUs and collaborate with Human Resources staff for clarification and/ or interpretation as appropriate.

8. Manage and maintain the payroll module of the financial system, including ensuring accuracy with calculation codes, processes, policies, and regulatory compliance.

9. Investigate and resolve the most complex and sensitive payroll and benefit issues. Utilize in-depth payroll knowledge to provide accurate estimations and relevant resolutions to solve dynamic payroll problems which may fall outside the normal scope of work.

10.Develop and implement complex changes in pay and benefits formulas generated by the meet-and-confer process, to the extent possible, as allowed by the payroll module in the financial system.

11.Translate new policies, laws, labor agreements, and regulations into new functional codes for the payroll system independently or with assistance from a consultant.

12.Oversee the performance and functionality of the payroll and timecard online software processes. Evaluate, plan, identify, and conduct system testing during system upgrade periods to ensure successful upgrade implementation in the production environment.

13.Identify, test, and implement changes needed in the payroll system each time outside vendors change their system (e.g., CalPERS, State, and Federal transmissions).
28 Payroll Manager | 3

14.Manage and maintain the City's electronic time reporting system and ensure timecard information flows to the payroll module accurately and in a timely manner.

15.Oversee and ensure the accuracy and timeliness of the preparation, distribution, and filing of payroll tax information to employees (W-2), State, Federal, and other agencies.

16.Oversee and ensure accuracy and timely preparation and issuance of retiree/ COBRA monthly bills.

17.Manage payroll processing procedures, analyze periodically, and make recommendations for revisions when necessary.

18.Provide customer service to employees on City policies related to payroll and work with Human Resources to ensure policies are administered accurately and consistently.

19.Coordinate efforts and information with other sections, divisions, and departments in the City, and with outside agencies such as the IRS, State, and CalPERS.

20.Assist with the administration of the CalPERS retirement program.

21.Perform other related duties as assigned.

Minimum Qualifications:

Knowledge of: Generally accepted accounting principles as they apply to governmental accounting and payroll; provisions of local, State, and Federal legislation, codes and laws including FLSA, IRS, and State regulations affecting payroll administration, employee pay, and benefits; CalPERS regulations and reporting requirements; practices and procedures relating to basic data processing and systems operation; modern computer software; modern office procedures, methods, and computer equipment, including Microsoft Office applications, payroll software, timecard software, and other applications (e.g., Telestaff); and principles of supervision, training, progressive discipline, and performance evaluation.

Ability to: Prepare, analyze, and audit complex payroll data and draw logical and sound conclusions; analyze how one process may affect another in order to make a sound decision in implementing payroll and 29 Payroll Manager | 4
benefit changes; analyze operational problems and recommend and implement effective corrective measures; understand and interpret Fair Labor Standards Act (FLSA), Federal, and State tax laws relating to payroll and employee benefits and collaborate with Human Resources staff and/ or outside resources for clarification and/ or interpretation as appropriate; apply understanding of City MOUs and collaborate with Human Resources staff for clarification and/ or interpretation as appropriate; independently carry out complex work associated with payroll; manage a computerized payroll system, create reports, schedules, and supporting documents; supervise, train, and evaluate assigned payroll accounting, technical, and clerical staff in the operation of the City's payroll operations, timecard processing, and production of City paychecks and direct deposits; communicate clearly and concisely, both orally and in writing; correspond with outside contacts (CalPERS, EDD, IRS, payroll vendor, etc.) regarding payroll transactions, reports, payments, or problem solving; interpret, explain, and train individuals as to existing payroll policies and procedures; develop and recommend policies and procedures related to assigned operations; implement new methods and procedures; establish and maintain effective and collaborative working relationships with those contacted in the course of work; communicate clearly and concisely both orally and in writing; maintain confidentiality of personnel and payroll information.

Experience and Training Guidelines: A combination of relevant experience, education, and training that will satisfy the required minimum qualifications, knowledge, and abilities. A typical way to obtain the knowledge and abilities would be:

An Associate’s degree from an accredited college with major coursework in accounting, finance, or a related field; AND
Three years of increasingly responsible payroll processing experience of an increasingly responsible nature within a complex organization; AND One year of lead or supervisory experience.

Directly-related experience within a public-sector agency is highly desirable.
30 Payroll Manager | 5
Required Licenses or Certificates:

Possession of a Certified Payroll Professional (CPP) issued by the American Payroll Association (APA) is highly desirable.
31

Belmont Community Foundation MOU - Staff Report

STAFF REPORT

Meeting Date: January 24, 2023
Agency: City of Belmont
Staff Contact: Brigitte Shearer, Parks & Recreation Director, [email protected], 650-595- 7488
Agenda Title: Belmont Community Foundation Memorandum of Understanding Agenda Action: Resolution
Recommendation
Adopt a motion ratifying the Memorandum of Understanding between the City of Belmont and the Belmont Community Foundation and designating a Council representative as a liaison to the Foundation’s Board of Directors.

Strategic Focus Area
Quality of Life

Background
Council Priorities adopted for fiscal year 2019 included a Barrett Community Center master planning effort. This priority was reaffirmed by Council for fiscal year 2020 and continues to be a Strategic Objective of the City’s 2020 Strategic Plan. The current Barrett Community Center, a former elementary school site, includes a 5.1-acre parcel bordered by Ralston Avenue and Belburn Drive, and by homes along Academy Avenue and Avon Street. The Community Center is an integral part of the City’s recreation, enrichment, sports, and childcare portfolio. Approximately 150-200 children are on site each weekday for full day or afterschool childcare. Numerous recreation classes are conducted each week for children and adults, and the multipurpose field is used by youth sports organizations and, for select hours, as an off-leash dog park. The site currently includes 65 parking spaces and 25 community garden plots.

Park and facility staff continue to provide low-cost repairs and address maintenance tasks on an as-needed basis. However, the facility, originally constructed in 1949, suffers from deferred maintenance due to fiscal constraints and age, as well as operational inefficiencies due to its original use. In addition, accessibility and seismic upgrades are necessary and expensive.

In 2019, the City engaged Group4 Architecture to develop a conceptual design for a new facility to address the community’s resiliency and resource needs, provide a greater variety of recreational offerings, develop an efficient use and operation of the interior and exterior spaces, and improve vehicular and pedestrian circulation. The project included a needs assessment and site analysis, program and site option development, conceptual design development, and cost estimates and funding plan. Following extensive community engagement and outreach, the final conceptual design was presented to City Council on November 12, 2019.
32

Belmont Community Foundation MOU - Staff Report
The following project budget estimates, in Q4 2019 dollars, were provided for two construction options.

These costs include hard and soft costs, furniture, technology, signage, and a contingency. These options were:
1) Construct the building and all amenities concurrently at a total project cost of $57,773,100. 2) Construct the building, park, and parking first at a cost of $40,432,800. Subsequent phases could add the pool and gymnasium, $7,432,700 and $9,746,300, respectively, as funding permits.

Following a project hiatus due to the Covid-19 pandemic and economic impacts to the City and the greater Belmont community, the City is now revitalizing the effort to advance this project and seek funding sources. Group4 Architects projects a 17% to 22% cost escalation since 2019, bringing the Q4 2022 total project cost for construction of the building and all amenities concurrently to $67.6 to $69.3 million. A comprehensive construction scope is preferable, as it avoids further cost escalation, minimizes impact to the community, and leverages mobilization and construction logistics synergies. 33

Belmont Community Foundation MOU - Staff Report

To help bring this project to fruition, residents of the City of Belmont are establishing the Belmont Community Foundation (“Foundation”), a non-profit 501(c)(3) organization, with the stated mission “To improve the lives of people in the City of Belmont by bringing together the financial resources of individuals, families, businesses and other organizations to foster a vibrant, inclusive, and healthy community.” On November 22, 2022, Council received a presentation by Foundation leadership to introduce the organization’s purpose and goals.

The Foundation’s first project will be to engage the community and raise funds, initially towards the construction and operation of a new Community Center, and subsequently for additional benefits for the Belmont Community. A Memorandum of Understanding (MOU) with the City is being requested by the Foundation to secure its 501(c)3 status.

Analysis
On November 22, 2022, the Council received a presentation from the Foundation representatives about their vision and purpose in creating the Foundation, and on December 13, 2022, the Council authorized the City Manager to negotiate and execute a memorandum of understanding with the Belmont Community Foundation to establish the City’s and the Foundation’s intent to work together toward the common goal of realizing a new community center for Belmont. The City Manager indicated at the December 13, 2022, meeting that he would present the negotiated MOU to the Council for its ratification. The agreed upon MOU is included with this report.

Under the MOU, the Foundation will independently raise funds through a capital campaign and donor solicitations. The Foundation intends to periodically transfer raised capital funds to the City for uses determined by the City and agreed to by the donor and the Foundation. The City is updating its naming rights policy to complement this endeavor.

There is no financial commitment or obligation for the City of Belmont to enter into this MOU. The mechanics of the arrangement between the Foundation and the City will be governed by a Master Grant Agreement, which both parties will be finalizing soon.

The MOU calls for the City Council designate a representative, either the Mayor or another Councilmember, to periodically attend meetings of the Foundation’s board of directors as an advisory participant and liaison to the City Council. Staff notes that the Foundation has expressed a preference that the city’s mayor be the representative. Staff recommends that the Council adopt a motion designating the representative.

Alternatives

1. Reject MOU

2. Take no action

Attachments
34

Belmont Community Foundation MOU - Staff Report
A. Resolution

Fiscal Impact
☐ No Fiscal Impact
There is no financial commitment or obligation requirement for ☒ Funding Source Confirmed: The City of Belmont to enter into this Memorandum of Understanding.

Source: Purpose: Public Outreach:

Council Council Vision/Priority Posting of Agenda

35 MEMORANDUM OF UNDERSTANDING

BETWEEN

CITY OF BELMONT
AND

BELMONT COMMUNITY FOUNDATION
This Memorandum of Understanding (the “MOU”) is entered into as of the last date signed below (the “Effective Date”), by the City of Belmont, a municipal corporation (the “City”) and Belmont Community Foundation, a California nonprofit public benefit corporation (the “Foundation”).

RECITALS
A. The City strives to enhance the quality of life for the Belmont community by providing quality programs, amenities, and special events through its Parks and Recreation department. The City offers a variety of programs, including senior activities, summer camps and preschool, and oversees a scholarship program to make these programs affordable to all Belmont residents (the “Program Scholarships”). In addition, on November 12, 2019, the Conceptual Design for a new Community Center in Belmont recommendation was approved by the Belmont City Council (the “New Community Center” and together with the Program Scholarships, the “Projects”), and the City is seeking funds from multiples sources, including grants, infrastructure funding sources, and gifts from the community, in order to fund the construction and maintenance of the New Community Center.

B. The Foundation is currently in the process of applying to the Internal Revenue Service as a non-profit 501(c)(3) corporation and is a legally distinct entity from the City. The Foundation is governed by its Articles of Incorporation, Bylaws, and Amended and Restated Conflict-of-Interest Policy (each attached hereto), and the activities and affairs of the Foundation are conducted and all of its corporate powers are exercised by or under the direction of its Board of Directors. The Foundation’s mission is to improve the lives of people in the City of Belmont by bringing together the financial resources of individuals, families, businesses, and other organizations to foster a vibrant, inclusive, and healthy community. The ability to provide the City funding so it can (1) continue and expand its Program Scholarships and (2) construct a New Community Center would improve the lives of the people in the City of Belmont.

C. The Parties wish to enter this MOU to memorialize their expectations as to how they will work cooperatively to fund Projects that enhance the community.

UNDERSTANDINGS

1. General
(a) The Parties share the common objectives of creating community through the improvement of the City’s programs and amenities.
(b) The City recognizes the importance of the Foundation and seeks to foster a close relationship.

2. Fundraising.
(a) Each Party will act reasonably and cooperate with the other Party to develop and implement fundraising campaign(s) with the aim of soliciting and accepting gifts for the Projects. (b) The Parties will meet as needed to discuss the status of the Projects and key fundraising efforts and goals, including donor cultivation strategies and communication plans, and the City Council will provide a 36 Memorandum of Understanding Between City of Belmont and Belmont Community Foundation -2-
council representative, which shall be the Mayor or an alternate, to attend the meetings of the Foundation’s board of directors as an advisory member and not as a voting board member. (c) The Foundation will collaborate with the City regarding the City’s gift and recognition policies.

The City will have sole discretion to establish and modify its gift and recognition policies.

3. Foundation’s Roles and Responsibilities.
(a) The primary responsibility of the Foundation will be to seek and contribute financial support toward (i) the Program Scholarships and (ii) the construction of a New Community Center. The Foundation will accomplish this through the investment in, provision of, and management of fundraising campaigns designed to attract financial contributions and similar support from the private sector including, but not limited to, individuals, corporations, and charitable foundations. (b) The Foundation will contribute funds to the Projects in accordance with a master grant agreement to be entered into by the Parties prior to any contribution of funds (a “Master Grant Agreement”). (c) Once the Foundation obtains 501(c)(3) status, the Foundation will maintain that status for as long as the MOU is in effect. Upon dissolution or loss of 501(c)(3) status the Foundation will notify the City.

4. City’s Roles and Responsibilities.
(a) The City may request that the Foundation apply for grants from third parties that advance the Projects, where the City is not eligible to submit an application or needs to partner with a community or nonprofit organization due to the terms of the grant (the “Requested Grants”). If the Foundation agrees, in its sole discretion, to submit or participate in the Requested Grant, then the City will provide the Foundation with all necessary information reasonably required by the Foundation to apply for, secure, and comply with the terms of the Requested Grant. If the Foundation is successful in obtaining any Requested Grant, the acceptance and administration of any funds obtained through such Requested Grant may be memorialized in a grant agreement that complies with any further requirements of grantor. (b) The City agrees to publicly acknowledge the contributions of the Foundation through various means such as in its promotional materials, public meetings, events and reports. (c) The City may refuse any gift or sponsorship that is not in keeping with the City’s mission, core values, and policies.

5. Promotion.
(a) The Parties will cooperate in good faith on matters of public relations and media responses related to all matters arising out of this MOU.
(b) Each Party will use its best efforts to consult in advance with the other Party regarding print and electronic publications related to the matters covered by this MOU, including, but not limited to, informational and educational brochures, newsletters, solicitations, and fundraising campaign materials. (c) The City will cooperate with the Foundation in reasonably maintaining or providing links to the Foundation’s website on the pages dedicated by the City to the New Community Center, and the Foundation will cooperate with the City in reasonably maintaining or providing links to the City and New Community Center websites. Otherwise, neither Party may use the other’s trademarks, trade names, or logos (each, a “Mark”) without the prior written approval of the other. Each Mark will remain the sole and exclusive intellectual property of the respective party.
37 Memorandum of Understanding Between City of Belmont and Belmont Community Foundation -3-

6. Reporting.
(a) Within 30 days of entering into this Agreement, the Foundation will deliver to the City the following: (i) a copy of its federal tax exemption application filed with the IRS, (ii) a copy of its California tax exemption application filed with the franchise tax board, and (iii) a copy of its initial registration form filed with the California Attorney General’s Registry of Charitable Trust. (b) Within 150 days of the conclusion of each fiscal year, the Foundation will deliver to the City the following: (i) a copy of its unaudited annual financial report; (ii) a copy of its annual informational return filed with the IRS; (iii) a copy of its annual informational return filed with the California franchise tax board; and (iv) if required by law to be filed, a copy of its annual registration renewal fee report filed with the California Attorney General’s Registry of Charitable Trusts.
(c) The City will provide to the Foundation such reporting as specified in the Master Grant Agreement and any other documents related to the issuance of a grant to the City.

7. Term; Termination. This MOU is effective on the date of execution by all Parties and will remain in effect for five years from the date of execution unless amended, terminated, or extended by mutual written agreement of the Parties. Either Party may, in its sole discretion, terminate this MOU for any reason upon 30 days’ prior written notice to the other Party. If the Parties agree to terminate or not renew this MOU and any grants awarded under a Grant Agreement remain open at such time, then this MOU shall nonetheless remain in effect until the date all such grant funds have been expended and the City has delivered its final accounting of such funds to the Foundation in accordance with the applicable Grant Agreement.

8. Miscellaneous.
(a) Notices. All notices under this MOU will be sufficiently given if hand delivered or mailed by registered or certified mail, postage prepaid, or by overnight express delivery, cost prepaid as follows. Email addresses are provided for courtesy only and are not intended for giving notice.

City: City of Belmont Parks & Recreation Department
30 Twin Pines Lane
Belmont, CA 94002
Attention: Brigitte Shearer, Parks & Recreation Director Courtesy Email: [•]
Foundation: Belmont Community Foundation
PO Box 1211
Belmont, CA 94002
Attention: Ulla Foehr, President
Courtesy Email: [email protected]
(b) Authority. This MOU does not authorize either Party to act as the agent or representative of the other Party and neither Party will attempt to bind the other Party in any way or represent that it has the authority to bind the other Party.
(c) No Third-Party Beneficiaries. This MOU does not create any duty or performance owed by the City or the Foundation to any third person with respect the Projects being undertaken by the Foundation or the City. This MOU is not intended to benefit any third party, and no third party may rely its provisions. (d) Non-Binding Nature. Nothing in this MOU will be construed as creating a binding legal relationship between the Parties, except this Section 6 which will survive the expiration or termination of this 38 Memorandum of Understanding Between City of Belmont and Belmont Community Foundation -4-
MOU. This MOU is a general statement of intent that sets forth the general basis upon which the Parties wish to proceed. No legal liability will arise in respect of any subject matter hereof unless a subsequent binding agreement is executed between the Parties.
(e) Counterparts. This MOU may be executed in counterparts, each of which will be deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. [Signature Page Follows]
39 Signature Page to
Memorandum of Understanding Between City of Belmont and Belmont Community Foundation City of Belmont
By:

Name:

Title:

Date:

Belmont Community Foundation
By:

Name: Ulla Foehr
Title: President
Date:
40 Exhibit to
Memorandum of Understanding Between City of Belmont and Belmont Community Foundation Exhibit A
Articles of Incorporation
See attached.
41 5287945
Corporation Name
Corporation Name Belmont Community Foundation
Initial Street Address of Principal Office of Corporation Principal Address 640 MASONIC WAY
#1211
BELMONT, CA 94002
Initial Mailing Address of Corporation
Mailing Address PO BOX 1211
BELMONT, CA 94002
Attention
Agent for Service of Process
I certify the selected California Registered Corporate Agent (1505) has agreed to serve as the Agent for Service of Process for this entity.

California Registered Corporate Agent (1505) NORTHWEST REGISTERED AGENT, INC.

Registered Corporate 1505 Agent
Purpose Statement
This corporation is a Nonprofit Public Benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for: Charitable purposes Additional Statements
The specific purpose of this corporation is to Not applicable This corporation is organized and operated exclusively for the purposes set forth within the meaning of Internal Revenue Code section 501(c)(3).

No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.

The property of this corporation is irrevocably dedicated to the purposes set forth herein and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person.

Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, educational and/or religious purposes and which has established its tax-exempt status under Internal Revenue Code section 501(c)(3).

Notwithstanding any of the above statements of purpose and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purpose of this corporation.

Additional information and signatures set forth on attached pages, if any, are incorporated herein by reference and made part of these Articles of Incorporation.

Electronic Signature
I declare that I am the person who executed this instrument, which execution is my act and deed.

STATE OF CALIFORNIA
Office of the Secretary of State

ARTICLES OF INCORPORATION

CA NONPROFIT CORPORATION

PUBLIC BENEFIT
California Secretary of State
1500 11th Street
Sacramento, California 95814
(916) 653-3516
B1169-2011 10/11/2022 4:41 PM Received by California Secretary of State

For Office Use Only
-FILEDFile No.: 5287945
Date Filed: 10/11/2022
42 Robin B
ennett
Signature
10/11/2022 Date
B1169-2012 10/11/2022 4:41 PM Received by California Secretary of State

43 Exhibit to
Memorandum of Understanding Between City of Belmont and Belmont Community Foundation Exhibit B
Bylaws
See attached.
44 BYLAWS OF

BELMONT COMMUNITY FOUNDATION
(A California Nonprofit Public Benefit Corporation)

ARTICLE I

OFFICES
Section 1.01 The principal office of the Corporation shall be located at such place within the State of California as shall be fixed from time to time by resolution of the Board of Directors (the “Board”), and if no place is fixed by the Board, such place as shall be fixed by the President. The Corporation may also have such other offices within the State of California as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II

NO MEMBERS
Section 2.01 No Members. The Corporation shall have no members. Any action that would otherwise require the approval of the members shall only require approval by the Board.

Section 2.02 Non-Voting Members. The Board may refer to persons associated with the Corporation who have no voting rights as “members” and adopt policies and procedures for the admission of such persons. Such persons are not “members” within the meaning of Section 5056 of the California Nonprofit Corporation Law.

ARTICLE III

BOARD OF DIRECTORS
Section 3.01 Powers.
(a) Subject to applicable law and in accordance with the purposes and limitations set forth in the Articles of Incorporation and herein, the activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. (b) The Board may delegate the management of the Corporation’s activities to any person or persons, management company, or committee however composed; provided, that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:
(i) To select and remove all officers, agents, and employees of the Corporation, prescribe powers and duties for them as may not be inconsistent with law, the Articles of these Bylaws, fix their compensation and required from them such security, if any, for faithful service as the Board may deem appropriate;
(ii) To conduct, manage, and control the affairs and activities of the Corporation and to make such rules and regulations therefor not inconsistent with law, the Articles, or these Bylaws, as they may deem appropriate; and
(iii) To assume obligations, enter into contracts, including contracts of guarantee or suretyship, incur liabilities, borrow or lend money or otherwise use its credit, and secure any of 45 2
its obligations, contracts, or liabilities by mortgage, pledge, or other encumbrance of all or any part of its property and income.

Section 3.02 Number. The authorized number of directors of the Corporation shall be not less than one nor more than sixteen; provided, that the minimum number or maximum number, or both, may be increased or decreased from time to time by resolution of the Board, but such action by the Board shall require a vote of a majority of the Entire Board (as defined in Section 3.03) and no decrease shall shorten the term of any director then in office. The exact number of authorized directors shall be fixed, within the limits set forth in this Section, by resolution of the Board.

Section 3.03 Entire Board. As used in these bylaws, the term “Entire Board” shall mean the total number of directors then in office.

Section 3.04 Qualifications. Each director shall be either a resident of the City of Belmont, own an entity doing business in the City of Belmont, or be an officer or board member of a nonprofit organization whose purpose address the needs of citizens or businesses in the City of Belmont, e.g., the San Mateo Area Chamber of Commerce.

Section 3.05 Election and Term of Office.
(a) Election. A person shall be nominated to the Board by a director and elected by a majority of the Board at each annual meeting of the Board. (b) Term of Office. Each director shall serve until the next annual meeting and until the election and qualification of a successor, or until such director’s death, resignation, or removal. Directors may be elected to any number of consecutive terms.

Section 3.06 Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the authorized number of directors, and vacancies occurring for any reason, including any vacancy occurring by reason of the death, resignation, or removal of a director, may be filled at any meeting of the Board by the vote of the majority of the directors then in office, although less than a quorum, or by a sole remaining director. Each director so elected shall serve until the next annual meeting and until such director’s successor is elected and qualified.

Section 3.07 Removal.
(a) Any director may be removed at any time without cause by a majority of the Entire Board at a regular or special meeting called for that purpose, or with cause by a majority of the directors present at such a meeting where there is a quorum. For purposes of this Section 3.07, cause exists if the director has been declared of unsound mind by a final order of court, is convicted of a felony, is found by final order or judgment of any court to have breached a duty under Article 3 of the California Nonprofit Corporation Law governing standards of conduct, fails to attend 50% of the Board meetings during any calendar year, or fails or ceases to meet any required qualification that was in effect at the beginning of that director’s current term of office.
(b) No reduction of the authorized number of directors shall have the effect by itself of removing any director before the expiration of the director’s term of office.

Section 3.08 Resignation. Any director may resign from the Board at any time by giving written notice to the Board, the President, or the Secretary of the Corporation, except if such resignation would leave the Corporation without a duly elected director. Unless otherwise specified in the notice, the resignation shall 46 3
take effect at the time of receipt by the Board or such officer. The acceptance of such resignation shall not be necessary to make it effective. No resignations shall discharge any accrued obligation or duty of a director.

Section 3.09 Annual and Regular Meetings. The Board shall hold an annual meeting, at a time and place fixed by the Board, at which meeting the Board shall elect directors, appoint officers, and transact any other business as shall come before the meeting. Regular meetings of the Board shall be held at such times and places as may fixed by the Board from time to time by resolution or as specified in the notice of the meeting.

Section 3.10 Special Meetings. Special meetings of the Board may be held at any time upon the call of the Board Chair, the President, the Vice President, the Secretary, or any two directors, in each case at such time and place as shall be fixed by the person or persons calling the meeting, as specified in the notice thereof.

Section 3.11 Place of Meetings. Meetings of the Board may be held at any place within or without the State of California that is designated in the notice of the meeting.

Section 3.12 Notice of Meetings.
(a) No Notice Required. No notice of a regular meeting shall be required where the time and place of the meetings are fixed by Board resolution, as permitted under Section 3.09. Notice of a regular or special meeting need not be given to a director who submits a signed waiver of notice before or at the meeting’s commencement, or who attends the meeting without protesting (not later than the commencement of the meeting) the lack of notice to the director. (b) Notice Required. Notice of any special meeting, and of any regular meeting if the time and place are not so fixed by Board resolution, shall be given to each director. (c) Delivery of Notice. Notice, when required, shall be given to each director by one of the following methods:
(i) First-class mail, with prepaid postage thereon;
(ii) Telephone, including a voice messaging system or other system or technology designed to record and communicate messages; (iii) Email or other electronic means, if the director has consented to accept notices in this manner; or
(iv) Personal delivery of oral or written notice, including by courier service.

Such notice shall be addressed or delivered to each director at the director’s address or contact information as it appears on the records of the Corporation. Notice shall be deemed to have been given when sent, and if by mail, when deposited in the United States mail with prepaid postage thereon. (d) Timing of Notice. Notice must be given to each director at least four days before the time set for the meeting if by first-class mail and at least forty-eight hours before the time set for the meeting if given personally, by telephone, or by email or other electronic means. (e) Content of Notice. Notice shall state the time and place where the meeting is to be held. The notice need not specify the purpose of the meeting unless required to elsewhere by these bylaws. 47 4
Section 3.13 Quorum and Action of the Board. The presence of a majority of the Entire Board shall constitute a quorum for the transaction of business. Any act approved by a majority of the directors present at a duly held meeting at which a quorum is present is the act of the Board, unless the California Nonprofit Corporation Law, the Articles of Incorporation, or these bylaws require a greater number. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors leaving less than a quorum, if any action is approved by at least a majority of the directors who constitute the required quorum for the meeting, or such greater number as required by the California Nonprofit Corporation Law, the Articles of Incorporation, or these bylaws.

Section 3.14 Meeting by Remote Communication. Members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone, electronic video screen communication, or electronic transmission by and to the Corporation. Participation by conference telephone or electronic video screen communication constitutes presence in person if all directors participating in the meeting can hear one another. Participation by electronic transmission by and to the Corporation (other than conference telephone or electronic video screen communication) constitutes presence in person if each participating director can communicate concurrently with all other participating directors, each director has the means to participate in all matters before the Board, including the ability to propose or object to a specific action proposed to be taken, and the transmission creates a record that is capable of retention, retrieval, and review, and may thereafter be rendered into clearly legible tangible form.

Section 3.15 Adjournment of Meeting. A majority of the directors present, whether or not a quorum is present, may adjourn the meeting to another time and place. If a meeting is adjourned for more than 24 hours, notice of the adjournment to another time and place shall be given before the adjourned meeting to each director not present at the time of the adjournment.

Section 3.16 Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all of the directors or committee members consent to the action in writing and the number of directors or committee members then serving constitutes a quorum. For purposes of this Section 3.16 only, “all of the directors or committee members” shall not include any interested director as defined in Section 5233 of the California Nonprofit Corporation Law. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The action by written consent shall have the same force and effect as a unanimous vote of the directors or committee members.

Section 3.17 Compensation. The Corporation shall not pay compensation to directors for services rendered to the Corporation as directors, except that directors may be reimbursed for reasonable expenses incurred in the performance of their duties to the Corporation. A director may receive reasonable compensation for the performance of services provided to the Corporation in any capacity separate from the director’s responsibilities as a director when so authorized by a majority of the directors then in office, and as long as no more than 49% of the directors are interested persons within the meaning of Section 5227 of the California Nonprofit Corporation Law.

ARTICLE IV

COMMITTEES
Section 4.01 Executive Committee and Other Committees of the Board. The Board, by resolution adopted by a majority of the Entire Board, may designate one or more committees, including an executive committee, each consisting of two or more directors, to serve at the pleasure of the Board and to exercise the authority of the Board to the extent provided in the resolution establishing the committee, except that no such committee shall have authority to:
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(a) Approve any action for which the California Nonprofit Corporation Law, the Articles of Incorporation, or these bylaws requires approval by the Entire Board; (b) Fill vacancies on the Board or in any committee which has the authority of the Board;
(c) Amend or repeal the bylaws or adopt new bylaws;
(d) Amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable;
(e) Appoint committees of the Board or the members thereof; (f) Expend corporate funds to support a nominee for director after there are more people nominated for director than can be elected; or
(g) Approve any self-dealing transaction, except as provided in Section 5233(d)(3) of the California Nonprofit Corporation Law.

The designation of a committee of the Board and the delegation thereto of authority shall not operate to relieve the Board or any member thereof of any responsibility imposed by law.

Section 4.02 Quorum and Action by Committee. Unless otherwise provided by resolution of the Board, a majority of all of the members of a committee shall constitute a quorum for the transaction of business and the vote of a majority of all of the members of a committee shall be the act of the committee.

The procedures and manner of acting of the Executive Committee and the other committees of the Board shall be subject at all times to the direction of the Board.

Section 4.03 Alternate Members. The Board, by vote of a majority of the Entire Board, may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

Section 4.04 Nonprofit Integrity Act. In any fiscal year in which the Corporation receives or accrues gross revenues of two million dollars or more (excluding grants from, and contracts for services with, governmental entities for which the governmental entity requires an accounting of the funds received), the Board shall:
(a) Prepare annual financial statements using generally accepted accounting principles that are audited by an independent certified public account (the “CPA”) in conformity with generally accepted auditing standards;
(b) Make the audit available to the Attorney General and to the public within nine months after the close of the fiscal year to which the statements relate; (c) Make the audited financial statements available to the public on the same basis that the Internal Revenue Service Form 990 is required to be made available; and (d) Appoint an Audit Committee.

Section 4.05 Audit Committee. The Audit Committee, whether standing or appointed by the Board from time to time, shall not include paid or unpaid staff or employees of the Corporation, including, if staff members or employees, the President or Chief Executive Officer, or the Treasurer or Chief Financial Officer. 49 6
If there is a finance committee, members of the finance committee shall constitute less than 50% of the membership of the Audit Committee and the chairperson of the Audit Committee shall not be a member of the finance committee. Subject to the supervision of the Board, the Audit Committee shall:
(a) Make recommendations to the Board on the retention and termination of the CPA; (b) Negotiate the CPA’s compensation, on behalf of the Board; (c) Confer with the CPA to satisfy the Audit Committee members that the financial affairs of the Corporation are in order;
(d) Review and determine whether to accept the audit; and (e) Approve non-audit services by the CPA and ensure such services conform to the standards for auditor independence set forth in the United States Comptroller General’s Yellow Book or as prescribed by the Attorney General.

Section 4.06 Advisory Committees. The Board may create one or more advisory committees to serve at the pleasure of the Board. Appointments to such advisory committees may, but need not, be directors. The Board shall appoint and discharge advisory committee members. All actions and recommendations of an advisory committee shall require ratification by the Board before being given effect.

ARTICLE V

OFFICERS
Section 5.01 Officers. The officers of the Corporation shall consist of at least a Board Chair or a President or both, a Secretary, and a Treasurer or a Chief Financial Officer or both. The Board may from time to time appoint such other officers, including one or more Vice Presidents, as it may determine. All officers shall be chosen by the Board from slates of candidates eligible and willing to serve. One person may hold, and perform the duties of, more than one office, except that the same person may not concurrently hold the offices of President or Board Chair and Secretary, Treasurer or Chief Financial Officer.

Section 5.02 Election. The officers of the Corporation shall be elected by a majority vote of the Board at the annual meeting of the Board, and each officer shall hold office for a one-year term, subject to the rights, if any, of an officer under any contract of employment. Each officer shall hold such office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation, or removal. Except as may otherwise be provided in the resolution of the Board choosing an officer, no officer need be a director. All officers shall be subject to the supervision and direction of the Board.

Section 5.03 Removal. Any officer elected or appointed by the Board may be removed at any time, with or without cause, by a vote of a majority of the Entire Board, subject to the rights, if any, of an officer under any contract of employment.

Section 5.04 Resignation. Any officer may resign at any time by giving 30 days’ written notice to the Board. Unless otherwise specified in the notice, the resignation shall take effect at the time of receipt by the Board. The acceptance of such resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Section 5.05 Vacancies. A vacancy in any office arising from any cause shall be filled for the unexpired portion of the term by the Board at the next regular or special meeting of the Board. 50 7
Section 5.06 Board Chair. The Board Chair, if any, shall be a director and preside at all meetings of the Board, and exercise and perform such other powers and duties as may from time to time be assigned to the Board Chair by the Board. If the Corporation has both a Board Chair and a President, the Board shall, by resolution, establish the specific duties carried by each position.

Section 5.07 President. The President shall preside at all meetings of the Board if there is no Board Chair or in the Board Chair’s absence. The President shall have the general powers and duties of supervision and management of the Corporation which usually pertain such office and shall perform all such other duties as are properly required of the President by the Board. The President shall, in addition, be the Chief Executive Officer.

Section 5.08 Vice President. Each Vice President may be designated by such title as the Board may determine, and each such Vice President in such order of seniority as may be determined by the Board, shall, in the absence or disability of the President perform the duties and exercise the powers of the President. Each Vice President also shall have such other powers and perform such duties as usually pertain to such office or as are properly required of the Vice President by the Board.

Section 5.09 Secretary. The Secretary shall have the following powers and duties, and such other powers and duties as usually pertain to such office or as are properly required of the Secretary by the Board:
(a) Articles and Bylaws. The Secretary shall keep or cause to be kept the original or a copy of the Corporation’s articles of incorporation and these bylaws, as amended, at its principal office in the State of California.
(b) Minutes and Resolutions. The Secretary shall record, certify, and keep, or cause to be kept, the original or a copy of the minutes of all meetings and resolutions of the Board and its committees.

The minutes may also be kept in a form that is readily convertible into a clearly legible tangible form. These bylaws and the minute book shall be open to review by any director at all reasonable times. (c) Notices and Reports. The Secretary shall give and serve all notices and reports as required by law and these bylaws.

Section 5.10 Treasurer. The Treasurer shall have the following powers and duties, and such other powers and duties as usually pertain to such office or as are properly required of the Treasurer by the Board:
(a) Books of Account. The Treasurer shall have the custody of all the funds and securities of the Corporation and shall keep and maintain full and accurate accounts of all deposits, disbursements, properties, and business transactions of the Corporation. The books of account shall be open to inspection by any director at all reasonable times.
(b) Deposits and Disbursements. The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories designated by the Board and shall disburse the funds of the Corporation as may be ordered by the Board. (c) Financial Report. The Treasurer shall render to the President and any of the directors of the Corporation, at the annual meeting of the Board and upon request, an account of the Treasurer’s transactions as Treasurer and of the financial condition of the Corporation. (d) Inspection. The Corporation’s books of account and records shall be open to inspection at all reasonable times to the President and any of the directors of the Corporation upon request at the office of the Corporation.
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Section 5.11 Additional Officers. The Board may from time to time appoint such additional officers as it shall deem necessary. To the fullest extent allowed by law, the Board may prescribe each additional officer a respective title, term of office, authority, and duties.

Section 5.12 Compensation. The Corporation shall not pay compensation to officers for services rendered to the Corporation as officers, except that officers may be reimbursed for reasonable expenses incurred in the performance of their duties to the Corporation.

ARTICLE VI
EXECUTION OF INSTRUMENTS; DEPOSITS
Section 6.01 Contracts and Instruments. The Board, subject to the Corporation’s Conflict of Interest Policy adopted by the Board and as amended from time to time (the “Conflict of Interest Policy”), attached hereto as Exhibit A and incorporated into these bylaws by reference, may authorize any officer or agent of the Corporation to enter into any contract, to execute and deliver any instrument, or to sign checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness in the name of and on behalf of the Corporation. Such authority may be general or may be confined to specific instances. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.

Section 6.02 Deposits. The funds of the Corporation shall be deposited in its name with such banks, trust companies, or other depositories as the Board, or officers to whom such power has been delegated by the Board, may from time to time designate.

ARTICLE VII

INDEMNIFICATION AND INSURANCE
Section 7.01 Definitions. For purposes of this ARTICLE VII, capitalized terms used herein shall have the meanings set forth in this Section 7.01:
(a) “Agent” means any person who (i) is or was a director, officer, employee, or other agent of the Corporation; (ii) is or was serving at the request of the Corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise; or (iii) was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Corporation or of another enterprise at the request of the predecessor corporation.
(b) “Proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative. (c) “Expenses” includes, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification under this ARTICLE VII or Section 5238(d) or 5238(e)(3) of the California Nonprofit Corporation Law.
(d) “Third-Party Actions” means any action or proceeding other than those:
(i) by or in the right of the Corporation to procure judgment in its favor; (ii) brought under Section 5233 of the California Nonprofit Corporation Law regarding self-dealing transactions; or
52 9
(iii) brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust.

Section 7.02 Indemnification in Third-Party Actions. The Corporation shall, to the fullest extent now or hereafter permitted by law, indemnify any Agent of the Corporation made, or threatened to be made, a party to any Third-Party Action by reason of the fact that the Agent was an Agent of the Corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding, including reasonable attorneys’ fees, if the Agent:
(a) Acted in good faith;
(b) In a manner the Agent reasonably believed to be in the best interests of the Corporation; and
(c) In the case of a criminal proceeding, had no reasonable cause to believe the Agent’s conduct was unlawful.

The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Agent did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the Agent had reasonable cause to believe that the Agent’s conduct was unlawful.

Section 7.03 Indemnification in Other Actions. The Corporation shall indemnify any Agent who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the Corporation, or brought under Section 5233 of the California Nonprofit Corporation Law regarding self-dealing transactions, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, against expenses actually and reasonably incurred by the Agent in connection with the defense or settlement of the action if the Agent acted:
(a) In good faith;
(b) In a manner the Agent believed to be in the best interests of the Corporation; and (c) With such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Section 7.04 Limitation on Indemnification in Other Actions. No indemnification shall be made under Section 7.03:
(a) In respect of any claim, issue, or matter as to which the Agent has been adjudged to be liable to the Corporation in the performance of the Agent’s duty to the Corporation, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the Agent is fairly and reasonably entitled to indemnity for the expenses which the court shall determine;
(b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or
(c) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General.
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Section 7.05 Mandatory Indemnification. The Corporation shall indemnify any Agent against expenses actually and reasonably incurred where the Agent has been successful on the merits in defense of any proceeding described in Section 7.02 and Section 7.03 of these bylaws, or in defense of any claim, issues, or matter therein.

Section 7.06 Insurance. The Corporation may purchase and maintain insurance to indemnify any Agent against any liability asserted against or incurred by an Agent in that capacity or arising out of the Agent’s status as an Agent, whether or not the Corporation would have the power to indemnify the Agent against that liability under Section 5238 of the California Nonprofit Corporation Law; provided, however, that the Corporation shall have no power to purchase and maintain insurance to indemnify any Agent for a violation of Section 5233 of the California Nonprofit Corporation Law.

Section 7.07 Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the Corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the Agent to repay the amount of the advance unless it shall be determined ultimately that the Agent is entitled to be indemnified as authorized in this ARTICLE VII or under Section 5238 of the California Nonprofit Corporation Law.

ARTICLE VIII

GENERAL PROVISIONS
Section 8.01 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless otherwise provided by the Board.

Section 8.02 Books and Records. The Corporation’s correct and complete books and records of the activities and transactions of the Corporation, including the minute book, which shall contain a copy of the Articles of Incorporation, a copy of these bylaws as amended to date, all resolutions of the Board, and all minutes of meetings of the Board and committees thereof, shall be kept at such place or places designated by the Board or, in the absence of such designation, at the principal business office of the Corporation.

Section 8.03 Annual Report; Statements of Transactions and Indemnification. The Board must send an annual report to each director not later than 120 days after the close of the Corporation’s fiscal year.

If approved by a majority of the Board, the annual report and any accompanying material sent pursuant to this Section 8.03 may be sent by electronic transmission by the Corporation. The report must be accompanied by either a report of an independent accountant or, if there is no such report, the certificate of the Treasurer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. The annual report shall contain in appropriate detail the following:
(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 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;
(e) A statement describing any transaction during the previous fiscal year that involved more than $50,000, or a series of transactions with the same person that in the aggregate involved more than 54 11
$50,000 and in which (i) the Corporation, its parent, or its subsidiary was a party and (ii) any director or officer of the Corporation, its parent, or its subsidiary had a direct or indirect material financial interest (not including a mere common directorship); provided, such statement shall include: (1) the names of the directors or officers involved in such transactions; (2) the person’s relationship to the Corporation; (3) the nature of the person’s interest in the transaction; and (4) where practicable, the amount of such interest; and (f) A statement of the amount and circumstances of any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the Corporation pursuant to Section 5238 of the California Nonprofit Corporation Law.

Section 8.04 Electronic Signatures. Wherever a written instrument is required to be executed hereunder, an electronic signature, to the extent permitted by applicable law, shall be deemed to be a written signature.

ARTICLE IX

AMENDMENTS
These Bylaws may be amended or repealed by the approval of the Board. 55 Exhibit to Belmont Community Foundation’s Bylaws

EXHIBIT A

CONFLICT OF INTEREST POLICY
56 Exhibit to
Memorandum of Understanding Between City of Belmont and Belmont Community Foundation Exhibit C
Amended and Restated Conflict-of-Interest Policy
See attached.
57 AMENDED AND RESTATED

CONFLICT OF INTEREST POLICY FOR

BELMONT COMMUNITY FOUNDATION
Article I.

Purpose, Scope, and Application

1. The purpose of this Amended and Restated Conflict of Interest Policy (the “Policy”) is to protect the interests of the Belmont Community Foundation (the “Foundation”) when it is contemplating entering into a transaction or arrangement that might benefit or appear to benefit the private interest of any present or former director, officer, employee, or volunteer of the Foundation, indirectly benefit a Related Party, or result in a possible Excess Benefit Transaction or 1090 Transaction. The Foundation is organized to serve the public interest, and each director, officer, employee, and volunteer must act and use good judgment to maintain and further the public’s trust and confidence in the Foundation.

2. This Policy establishes guidelines, procedures, and requirements for (a) identifying a Conflict of Interest and situations that may result in an actual, potential, or perceived Conflict of Interest; and (b) appropriately managing a Conflict of Interest in accordance with legal requirements and the goals of accountability and transparency.

3. This Policy applies to all directors, officers, employees, and volunteers of the Foundation. All directors, officers, employees, and volunteers must familiarize themselves with and adhere to the principles and rules set out in this Policy.

4. This Policy is intended to supplement but not replace any state and federal laws governing conflicts of interest applicable to non-profit and charitable organizations.

Article II.

Definitions

1. “1090 Transaction” means any transaction that would result in a violation of California Government Code Section 1090, as amended from time to time. For clarification, this would mean any transaction in which a financial benefit (other than reimbursable expenses) is provided by the Foundation to an officer, member of the board of directors, volunteer, or trustee, and such individual is or has been at any time an officer or employee of the City (or a member of a body or board of the City) who, in such individual’s official capacity, participates in, or has participated in, the making of a contract between the Foundation and the City. For purposes of this definition, “making” a contract includes final approval of the agreement, as well as involvement in preliminary discussion, planning, negation, and solicitation of bids.

2. “Conflict of Interest” means situations where, in the judgment of the Foundation’s board of directors (the “Board”): (a) the outside interests or activities (such as Covered Interests) of a director, officer, employee, or volunteer interfere or compete with the Foundation’s interests; (b) the stake of a director, officer, employee, or volunteer in a transaction or arrangement is such that it reduces the likelihood that such person’s influence can be exercised impartially in the best interests of the Foundation; (c) a director, officer, employee, or volunteer has divided loyalties; or (d) an Excess Benefit Transaction or 1090 Transaction would occur.

3. “Covered Interest” means when any director, officer, employee, or volunteer has directly, or indirectly through a Related Party: (a) an ownership or investment interest in any entity with which the Foundation has a transaction or arrangement; (b) a compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement; (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement; or (d) a legal commitment or financial interest, 58 2
including by virtue of a board appointment, employment position, or volunteer arrangement, to act in the interests of another entity or individual. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A Covered Interest is not necessarily a Conflict of Interest. Under Article III.2, a person who has a Covered Interest may have a Conflict of Interest only if the Board decides that a Conflict of Interest exists.

4. “Excess Benefit Transaction” means any transaction in which an economic benefit is provided by the Foundation, directly or indirectly, to or for the use of a disqualified person and the value of the economic benefit provided by the Foundation exceeds the value of the consideration (including the performance of services) received by the Foundation. A “disqualified person” is any person who was in a position to exercise substantial influence over the affairs of the non-profit at any time during a five-year lookback period, ending on the date of the transaction, and includes but is not limited to the Foundation’s directors, officers, and Related Parties, as defined herein.

5. “Interested Person” means any director, officer, employee, or volunteer who has a direct or indirect Covered Interest.

6. “Related Party” means any one of the following persons or entities: (a) any director, officer, employee, or volunteer of the Foundation or its affiliates; (b) any Relative of any individual described in the preceding clause “(a)”; (c) any entity or trust of which any individual described in the preceding clauses “(a)” and “(b)” serves as a director, trustee, officer, employee, or volunteer; (c) any entity or trust in which any individual described in the preceding clauses “(a)” and “(b)” has a 35% or greater ownership or beneficial interest; (d) any partnership or professional corporation in which any individual described in the preceding clauses “(a)” and “(b)” has a direct or indirect ownership interest in excess of 5%; (e) any other entity or trust in which any individual described in the preceding clauses “(a)” and “(b)” has a material financial interest.

7. “Relative” means any one of the following persons: (a) the spouse or domestic partner of an Interested Person; (b) the ancestors of an Interested Person; (c) the siblings or half-siblings, children (whether natural or adopted), grandchildren, and great-grandchildren of an Interested Person; and (d) the spouse or domestic partner of any person described in the preceding clause “(c)”.

Article III.

Procedures

1. Duty to Disclose. An Interested Person must disclose the existence of any actual, potential, or perceived Conflict of Interest as soon as such Interested Person identifies that there may be a Conflict of Interest, and before the Foundation enters into the proposed transaction or arrangement that gives rise to the Conflict of Interest.
(a) The disclosure shall be made to: (i) the Board if the Interested Person is a director or officer; or (ii) the Interested Person’s manager if the Interested Person is an employee or volunteer, who shall in turn inform the Board of the disclosed Conflict of Interest. (b) The Interested Person shall be given the opportunity to disclose all material facts to the Board concerning the proposed transaction or arrangement, including the circumstances giving rise to the Conflict of Interest.

2. Determining Whether a Conflict of Interest Exists. After disclosure of the actual, potential, or perceived Conflict of Interest, the Board shall determine whether a Conflict of Interest exists by following the procedures described in this Section Article III.2:
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(a) The Interested Person shall disclose all material facts relating to the potential Conflict of Interest to the Board.
(b) After any discussion between the Board and the Interested Person, the Interested Person shall leave the Board meeting while the determination of a Conflict of Interest is discussed and voted upon.
(c) The Board members, other than the conflicted Interested Person(s), shall decide if a Conflict of Interest exists and, if the remaining Board members determine by majority vote that no conflict exists, then no further review of the transaction by the Board is required if not ordinarily required in the normal course of business.
(d) The discussion and determination of the existence of a Conflict of Interest shall be documented in accordance with the procedures outlined in Article IV. (e) Other than a Conflict of Interest arising from a 1090 Transaction, the determination that a Conflict of Interest exists shall not preclude the Board (other than the conflicted Interested Person(s)) from approving the matter, but such determination shall require the board to follow the procedures outlined in Article III.3.
(f) If the Board determines that a Conflict of Interest exists with regard to a 1090 Transaction, the Board must reject the matter.

3. Procedures for Addressing the Conflict of Interest. To address a Conflict of Interest, the Board shall follow the procedures described in this Article III.3:
(a) An Interested Person may make a presentation at the Board meeting, but after the presentation, the Interested Person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the Conflict of Interest. (b) The Interested Person shall not attempt to intervene with or improperly influence the deliberations or voting on the matter giving rise to the Conflict of Interest. (c) The chairperson of the Board shall, if appropriate, appoint a disinterested person or committee to investigate market information and alternatives to the proposed transaction or arrangement, including obtaining comparability data when determining compensation. (d) After exercising due diligence, the Board shall determine whether the Foundation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a Conflict of Interest.
(e) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a Conflict of Interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is: (i) in the Foundation’s best interests; (ii) for its own benefit; and (iii) fair and reasonable.
(f) In conformity with the above determinations, the Board shall make its decision as to whether to enter into the transaction or arrangement.
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4. Violations of the Policy.
(a) If the Board has reasonable cause to believe an Interested Person has failed to disclose an actual, potential, or perceived Conflict of Interest, it shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose. (b) If, after hearing the Interested Person’s response and after making further investigation as warranted by the circumstances, the Board determines the Interested Person has failed to disclose an actual, potential, or perceived Conflict of Interest, it shall take appropriate disciplinary and corrective action, up to and including termination of employment or volunteering, or removal from the Board. (c) Each director, officer, employee, and volunteer is responsible for reporting to his or her manager or to the Board any suspected failure to disclose by any Interested Person, regardless of position, in accordance with the Foundation Whistleblower Policy. (d) Conduct that violates this Policy is always considered outside the scope of employment of any employee acting on behalf of the Foundation.

5. Confidentiality.
(a) The Foundation shall maintain the confidentiality of any disclosures made in connection with this Policy and limit access to the information. (b) Each director, officer, employee, and volunteer shall exercise care not to use, publish, or disclose confidential information acquired in connection with disclosures of actual, potential, or perceived Conflict of Interest during or subsequent to his or her employment, participation as a volunteer, or participation on the board of directors.

Article IV.

Records of Proceedings

1. The minutes of the meeting(s) of the Board shall contain:
(a) (i) The names of the persons who disclosed or otherwise were found to have an actual, potential, or perceived Conflict of Interest; (ii) the nature of the disclosed interest; (iii) any action taken to determine whether a Conflict of Interest was present; (iv) whether the Interested Person was present during the determination; and (v) the Board’s decision as to whether a Conflict of Interest in fact existed; and (b) (i) The names of the persons who were present for discussions by the Board of the proposed transaction or arrangement; (ii) the votes relating to the transaction or arrangement; (iii) the content of the discussion, including any alternatives to the proposed transaction or arrangement; and (iv) a record of any votes taken in connection with the proceedings.

2. The Board minutes shall be approved as reasonable, accurate, and complete before the later of (a) the next Board meeting and (b) 60 days after the final actions of the board are taken.

Article V.

Compensation

1. A voting member of the Board who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member’s compensation. 61 5

2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member’s compensation.

3. No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI.

Annual Statements and Disclosures
Each director, officer, employee, and volunteer shall annually disclose all Conflict of Interest and previously unreported Conflict of Interest in writing on the Foundation’s disclosure form in accordance with this Policy and sign a statement that affirms that such person: (a) has received a copy of this Policy; (b) has read and understands this Policy; (c) has agreed to comply with this Policy; (d) has no Conflict of Interest to report or is reporting current and any previously unreported Conflict of Interest; and (e) understands that the Foundation is charitable and, in order to maintain its federal tax exemption, must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Article VII.

Periodic Reviews

1. To ensure the Foundation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its reputation or tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include (a) whether compensation arrangements and benefits are (i) reasonable; (ii) based on competent survey information; and (iii) the result of arm’s length bargaining; and (b) whether partnerships, joint ventures, and arrangements with management organizations (i) conform to the Foundation’s written policies; (ii) are properly recorded; (iii) reflect reasonable investment or payments for goods and services; (iv) further charitable purposes; and (v) do not result in inurement, impermissible private benefit, or an Excess Benefit Transaction or 1090 Transaction.

2. The Foundation expressly reserves the right to change, modify, or delete the provisions of this Policy without notice.

Article VIII.

Use of Outside Experts
When conducting a Conflict-of-Interest determination as provided for in Article III or a periodic review as provided for in Article VII, the Foundation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its fiduciary duties or responsibilities when considering a transaction or arrangement with an Interested Person or Related Party, or for ensuring periodic reviews are conducted 62