CITY OF EASTVALE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA EXHIBIT “A”
CHANDLER STREET PUBLIC ROAD AND PUBLIC UTILITY EASEMENT
LEGAL DESCRIPTION
THE SOUTHERLY 9’ OF PARCEL A OF CERTIFICATE OF PARCEL MERGER 2021-002 PER INSTRUMENT NO. 2021-0696005, RECORDED 11/23/2021, RECORDS OF THE COUNTY OF RIVERSIDE, CALIFORNIA.
CONTAINING 2,972 SF (0.068 AC.) MORE OR LESS.
AS SHOWN ON EXHIBIT “B” ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
PREPARED BY OR UNDER THE DIRECTION OF:
Allan R. Levin, RCE 27122
Expiration Date 3/31/2023
December 1, 2021
Date
163
128'
119'
89'
89'
D:\M TH2\Engineering\2019_24 Gossett Eastvale\Survey\2019_24plt02.dgn 01-DEC-2021JOB 2019_14 PLOTTED:
9'
57/94-97RS
2230-18PARCEL
57/94-97RS
2230-19PARCEL
57/94-97RS
2230-20PARCEL
57/94-97RS
2230-21PARCEL
57/94-97RS
2230-22PARCEL
DATA PER ROS 155/73.
() INDICATES RECORD1.
NOTE:
PUBLIC ROAD AND PUBLIC UTILITY EASEMENT
EXHIBIT "B"
CITY OF EASTVALE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA
HALL AVENUE
SELBY AVENUE
30'
39'
CHANDLER STREET
MB 394/86-91
TRACT NO. 31405
MB 377/25-28
TRACT NO. 30576
SCALE: 1" = 100'
0100 200100
POR SEC 34, T.2.S R.7W. JURUPA RANCHO
ASSOCIATES
ALLAN LEVIN
Development & Construction Management
A ALA AL
76-768 BISHOP PLACE PALM DESERT, CA 92211 760.345.0058 R
EE
NIGNE LANOISSEFORP DERETSI
G
E
R
AINROFILAC FO ETATS
NIVEL .R NALLA
LIVIC
No. 27122
Exp. 3-31-23
PAGE 2 OF 2
R.C.F.C. & W.C.D. R.C.F.C. & W.C.D.
LOT 59 LOT 62MB 12/98ACRESREPUBLICPERSIMMON
MB 12/98ACRESREPUBLICPERSIMMON
RECORDED 11/23/2021
PER INST. NO. 2021-0696005
CERTIFICATE OF PARCEL MERGER 2021-002
PARCEL A
164
AGENDA STAFF REPORT
City Council Meeting
CONSENT CALENDAR
Agenda Item No. 11.6
April 13, 2022
Approve Professional Services Agreement with Engineering Resources of Southern California, Inc. (ERSC) for U/li/es Design Services for Modular Offices at Citrus Property and U/li/es Studies Project
Prepared By:
Jimmy Chung, City Engineer
Recommended Action(s)
Staff recommends that the City Council:
1 .
Approve a Professional Services Agreement with Engineering Resources of Southern California, Inc. (ERSC) in the amount of $69,546 for U*li*es Design Services for the Modular Buildings; and
2 .
Authorize the City Manager to execute all necessary documents ; and
3 .
Amend the Fiscal Year 21-22 Capital Improvement Plan Budget to include a new project, '
Modular Offices at the Citrus Property and Utilities Studies 'Project"; and
4 .
Approve and Adopt Resolution 22-XX Amending the 2021-22 Fiscal Year Budget.
Summary
Modular buildings at the Citrus property are a priority due to increased lease expenses at the current Eastvale Gateway loca*on and space and u*lity constraints at the Citrus property. The Real Property Ad Hoc Commi>ee recommended that the project be brought before the City Council for review.
City staff solicited proposals for professional design services to *e in u*li*es to support the modular 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
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offices at the Citrus property. The firms were already shortlisted on the City’s On-Call Engineering and Professional Consul*ng Services for Various Public Works Projects. Solicita*on for the On-Call Engineering and Professional Consul*ng Services for Various Public Works Project was in conformance with required procurement processes and resulted in a list of pre-qualified consultants. As a result of this solicita*on, ERSC was determined to be the best qualified. The City recommends awarding a contract to ERSC to provide professional design services to *e the modulars into the existing utilities in the street.
Although budget for this project, was ini*ally proposed for Council's approval in FY 22-23 (Exhibit 1), staff is reques*ng that funds be reallocated to the 2021-2022 budget and amendment to the Capital Improvement Plan Budget for FY 21-22 to fund the purchase and consultant costs.
Background
The City solicited proposals from professional consul*ng firms to provide professional engineering services for the On-Call Engineering and Professional Consul*ng Services for Various Public Works Projects. A request for Qualifica*ons was adver*sed on the City’s website and Planetbids on October 25, 2021. The City received formal responses to the Request for Qualifica*ons on November 15, 2021. An evalua*on team consis*ng of the City Engineer, Principal Engineer, Senior Engineer and Associate Engineer reviewed the proposals. The proposals were evaluated based on the demonstra*on of technical competency, project approach, understanding of project scope, and relevant project experiences. The intent of this solicita*on is to award mul*ple annual contracts within several disciplines. As a result of this review process nine (9) firms were shortlisted for the On-Call Engineering and Professional Consulting Services for Various Public Works Projects contracts, which includes ERSC.
Prior to awarding the On-Call Engineering and Professional Consul*ng Services for Various Public Works Projects contracts with the shortlisted firms, an accelerated need arose for design engineering services for the modular offices at the Citrus property as a result of the discussion and direction of the Real Property Ad Hoc Committee.
Due to the accelerated needs for the Modular Building project, le>er proposals were solicited from all nine shortlisted firms from the On-Call Engineering and Professional Consul*ng Services for Various Public Works Projects. Each firm was no*fied of their shortlist status by le>er and email.
The firms were asked to provide design services for the project, since they were pre-qualified to perform this type of work. As part of the informal email request for proposals, three firms submi>ed le>er proposals, three firms declined to submit and three firms did not respond. As part of a secondary review process specific to the Modular Building the City Engineer, Principal Engineer, and Associate Engineer determined that the ERSC was the best firm available for this project. ERSC has extensive experience related to the design of institutional municipal facilities for public agencies.
ERSC’s scope of work will include the necessary tasks and associated deliverables for the following items with additional details in Exhibit 2:
Record Data
Topography and Boundary Survey
Geotechnical Engineering
Field Review and Site Verification 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
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166
Conceptual Design
Environmental Documentation
Precise Grading and Drainage Plan
Utility Plans
Fire Protection Plan
Hydrology Study
Water Quality Management Plan
Specifications
Cost Estimate
Project Management and Coordination
Post-Design Services
Environmental
Approval of the agreement is categorically exempt from California Environment Quality Act (CEQA) review under the CEQA Guidelines Section 15303.
Strategic Plan Action - Priority Level: 1
| Target #: 1
| Goal #: 1
Add addi*onal buildings for staffing consistent with City services, needs, expecta*ons, and strategic plan priorities
Fiscal Impact
A budget resolu*on is required to facilitate the ERSC professional services contract in fiscal year 2021-22 in the amount of $70,000 in the Capital Projects Fund, expenditure account 600-500-6490, project number 95018-0000. Addi*onally, as the Capital Projects Fund is solely funded by the General fund, transfer appropria*ons must also be adopted. Appropria*ons in General Fund transfer-out, account 100-290-6960 in the amount of $70,000 and Capital Projects Fund transfer-in, account 600-000-4910 in the amount of $70,000 are required. As of the publish date of this report the General Fund is projected to complete the fiscal year with a $36.2 million non-opera*ng surplus; as such there is adequate fund balance to appropriate addi*onal budget for this one-*me expenditure.
Prior City Council/Commission Action
This project was presented to City Council on March 23, 2022, during the Capital Improvement Budget Workshop presentation.
Attachment(s)
Attachment 1 - Exhibit 1 _CIP 95018 Modular Offices
Attachment 2 - Exhibit 2_ ERSC Cost Proposal.pdf
Attachment 3 - Attachment to Exhibit 2_Cost Proposal_03.23.2020.xlsx
Attachment 4 - Exhibit 3_ Professional Service Agreement_signed by ERSC
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City of Eastvale
Fiscal Year 2022-23
Annual Operating Budget
Capital Improvement Plan: Land, Buildings, Facilities & Equipment Budget Expenditures Budget Budget Budget Budget Budget
Project Fiscal Year Estimate Thru Continuing Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Estimate 2021-22 June 30, 2022 Appropriations 2022-23 202 3-24 2024-25 2025-26 2026-27 Resources Allocated
Design/Engineering 100,000 - - - 100,000 - - - - Construction 700,000 - - - 700,000 Total 800,000 - - - 800,000 - - - - Program Financing
General Fund 800,000 - - - 800,000 - - - - Total Financing 800,000 - - - 800,000 - - - - Project Name: Modular Offices at Citrus Property and Utilities Studies Program: Land, Buildings, Facilities & Equipment
Project Number: 95018
Account Number: General Fund
Program Year Initiated: FY 2021-2022
Construction Year: FY 2025-2026
Status:
Project Description:
Total Project Estimate: 800,000
Expenditures to Date: -
Continuing Appropriations -
FY 2022-23 Budget: 800,000
Modular Offices at Citrus Property and Utilities Studies Procurement and installation of modular offices at Citrus Property for City Staff. This project will include water and sewer utility tie-in for the entire property. Dry utility installation and site work (paving, utilities, ADA, etc.) will be a part of tenant improvement.
City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ www.eastvaleca.gov 168 169
170
171
172
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DESCRIPTION
$260 $180 $185 $290 $115 $115 $100 $75
- 2.00 - - 6.00 810.00$ -$ -$ 810.00$ SUBTOTAL -$ 360.00$ -$ -$ -$ -$ -$ 450.00$ 810.00$ -$ -$ 810.00$ - 4.00 9.00 12.00 16.00 - - - 7,705.00$ -$ -$ 7,705.00$ SUBTOTAL -$ 720.00$ 1,665.00$ 3,480.00$ 1,840.00$ -$ -$ -$ 7,705.00$ -$ -$ 7,705.00$ Geotechnical Engineering
1.00 4.00 980.00$ 9,516.25$ 10,496.25$ SUBTOTAL 260.00$ 720.00$ -$ -$ -$ -$ -$ -$ 980.00$ 9,516.25$ 10,496$ Field Review and Site Verification
4.00 4.00 6.00 4.00 2,850.00$ 2,850.00$
SUBTOTAL 1,040.00$ 720.00$ -$ -$ -$ 690.00$ 400.00$ -$ 2,850.00$ 2,850.00$ Environmental Documentation
2.00 8.00 1,960.00$ 1,960.00$
SUBTOTAL 520.00$ 1,440.00$ -$ -$ -$ -$ -$ -$ 1,960.00$ 1,960.00$ Hydrology Study and WQMP
4.00 8.00 24.00 40.00 9,240.00$ 9,240.00$
SUBTOTAL 1,040.00$ 1,440.00$ -$ -$ -$ 2,760.00$ 4,000.00$ -$ 9,240.00$ 9,240.00$ 30% Plans (Conceptual) 2.00 3.00 8.00 8.00 - 2,780.00$ -$ -$ 2,780.00$ 65% Plans (PGP, Utility, Fire) 2.00 5.00 40.00 20.00 - 8,020.00$ -$ -$ 8,020.00$ 90% Plans (PGP, Utility, Fire) 4.00 5.00 20.00 10.00 - 5,240.00$ -$ -$ 5,240.00$ 100% Plans (PGP, Utility, Fire) 4.00 5.00 10.00 5.00 - 3,590.00$ -$ -$ 3,590.00$ SUBTOTAL 3,120.00$ 3,240.00$ -$ -$ -$ 8,970.00$ 4,300.00$ -$ 19,630.00$ -$ -$ 19,630.00$ 30% Plans (Conceptual) - - - - - -$ -$ -$ -$ 65% Plans 2.00 3.00 6.00 - - 1,750.00$ -$ -$ 1,750.00$ 90% Plans 2.00 4.00 12.00 - 2,620.00$ -$ -$ 2,620.00$ 100% Plans 2.00 3.00 6.00 - - 1,750.00$ -$ -$ 1,750.00$ SUBTOTAL 1,560.00$ 1,800.00$ -$ -$ -$ 2,760.00$ -$ -$ 6,120.00$ -$ -$ 6,120.00$ - 7.00 24.00 - - 4,020.00$ -$ -$ 4,020.00$ SUBTOTAL -$ 1,260.00$ -$ -$ -$ 2,760.00$ -$ -$ 4,020.00$ -$ -$ 4,020.00$
3.00 10.00 24.00 - 5.00 5,715.00$ -$ -$ 5,715.00$ SUBTOTAL 780.00$ 1,800.00$ -$ -$ -$ 2,760.00$ -$ 375.00$ 5,715.00$ -$ -$ 5,715.00$ 1,000.00$ -$ -$ 1,000.00$ 60,030.00$ 9,516$ -$ 69,546$ 69,546$ PROJECT TOTAL/NOT - TO - EXCEED
Specifications, Bid Schedule & Engineer's Estimate
Project Management and Coordination
Post-Design Services
Reimbursable Expenses (Repro, Plotting, Shipping, Mailing and Mileage) TOTALS
Topography and Boundary Survey
Preliminary Design and Final Engineering
EXHIBIT A - FEE ESTIMATE
City of Eastvale
Design Services for Temporary City Hall
TASK NO.
Record Data, Utility Research and Notification
174
Assumed Cost
7.5 8.5 10
Title 1 7,500.00$ 8,500.00$ 10,000.00$ 2,500.00$
Detail/Notes 2 15,000.00$ 17,000.00$ 20,000.00$ 10,000.00$ Street Plan and Profile 6 45,000.00$ 51,000.00$ 60,000.00$ 55,000.00$ Intersection Profile 1 7,500.00$ 8,500.00$ 10,000.00$ 8,500.00$ Utility 1 7,500.00$ 8,500.00$ 10,000.00$ 7,500.00$
Signing and Striping 3 22,500.00$ 25,500.00$ 30,000.00$ 22,000.00$ Traffic Signal Mod 1 7,500.00$ 8,500.00$ 10,000.00$ 8,500.00$ Staging Plans 1 7,500.00$ 8,500.00$ 10,000.00$ 7,500.00$ Grading and Drainage 2 15,000.00$ 17,000.00$ 20,000.00$ 15,500.00$ Total PS&E 137,000.00$
175
Total 100.00% 96,000.00$ 96,000.00$
9.36% 8,985.60$
15.76% 15,129.60$
18.72% 17,971.20$
18.72% 17,971.20$
18.72% 17,971.20$
18.72% 17,971.20$
100.00%
176
177
178
179
180
181
182
183
184
185
186
187
188
AGENDA STAFF REPORT
City Council Meeting
CITY COUNCIL BUSINESS
Agenda Item No. 13.1
April 13, 2022
Potential Re-establishment of the Eastvale Community Foundation Prepared By:
Marc A. Donohue, City Clerk/Communications Director
Recommended Action(s)
Staff recommends that the City Council provide direc
on on the poten
al re-establishment of the
Eastvale Community Foundation.
Summary
City staff has recently been approached by members of the Eastvale community who have expressed interest in revitalizing the Eastvale Community Foundation (Foundation).
When the Founda
on was opera
ng, it was responsible for hos
ng and/or coordina
ng events and
programs such as:
1 .
The Annual Golf Tournament
2 .
The Eastvale State of the City event
3 .
The Military Banner Program
4 .
Youth Sport and Recrea
on Scholarships funded through Community Development Block Grants (CDBG)
Per the current by-laws of the Founda
on, the board shall be made up of at least 7, no more than 13 members. Amongst those members are four officer posi
ons that consist of an Execu
ve
Director, Assistant Execu
ve Director, Board Secretary, and a Chief Financial Officer. Under the by- laws, the City Council is responsible for appointing the board members.
Staff is reques
ng direc
on from the City Council on whether to proceed with the re-establishment 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
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189
of the Founda
on. If the Council does not desire to re-establish the Founda on, City staff requests
that the Council authorize staff to begin the process of formally dissolving the Founda on. The By-
laws provide that the assets of the Founda
on may be distributed to distributed to one or more
nonprofit corpora
ons organized and operated for the benefit of the City of Eastvale or to the City itself.
Background
The Eastvale Community Founda
on was originally established in 2011. It is a non-profit organiza
on that originally consisted of volunteers, selected and created by the Eastvale City Council, whose goal was to raise money for programs and scholarships in the City of Eastvale.
On August 24, 2016, the City Council voted to suspend all opera ons of the Eastvale Community
Founda
on and directed staff to ini
ate an accoun
ng audit of the Founda
on. Addi
onally, the
Council voted to direct staff to take over the Military Banner Program.
Environmental
Not applicable.
Strategic Plan Action - Priority Level: N/A
| Target #: N/A
| Goal #: N/A
Not applicable.
Fiscal Impact
When the City Council suspended all ac
vity of the Founda
on, the city assumed control of its
finances. The Founda
on's bank account totals $15,577.16 as of February 28, 2022. The general fund has been u
lized to pay for staff
me related to accoun
ng du
es for the Founda
on and to
pay fees and/or penal
es related to annual tax filing. If at any
me the board members can no
longer retain their responsibili
es to the Founda
on and the Council does not appoint new board
members or suspends operations, the city will be responsible for accounting and related duties.
Unlike City Commissions, board members on the Foundation do not receive a stipend.
Prior City Council/Commission Action
In August 2016, the City Council voted to suspend all opera ons of the Eastvale Community
Foundation.
Attachment(s)
Attachment 1 - Bylaws of the Eastvale Community Foundation
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{00006615.DOC V2} 1 Bylaws
AMENDED AND RESTATED BYLAWS OF
EASTVALE COMMUNITY FOUNDATION, INC.
A California Nonprofit Public Benefit Corporation
1. Name
The name of this corporation is Eastvale Community Foundation, Inc.
2. Principal Office of Corporation
The principal office f or the transaction of the activities and affairs of this Corporation shall be located at such place within the City of Eastvale as the Board may from time to time designate by resolution. Any such change of location must be noted by the Secretary on these Bylaws opposite this Section; alternatively, this Section may be amended to state the new location.
3. Purpose of Corporation
The public and charitable purposes for which this Corporation is organized are to lessen the burdens of government and to pro mote and support the cultural, recreational and human services needs of the City of Eastvale.
4. Directors
A. This Corporation shall consist of no less than 7and not more than 13 Directors. Directors will be chosen by the current City Council of the City of Eastvale, who may receive a recommendation by the current Board of Directors.
B. All Directors serve at the will and pleasure of the City Council. No term limits will be placed on the Board of Directors, as long as each Board Member is in good standin g and an active participant with Foundation activities, meetings and events.
C. The qualifications of the Directors shall be as follows:
(1) Directors must be top quality people with reputations and characters that are beyond question.
(2) Directors ne ed to have an interest in and relevance to the community and broad cultural and recreational interests.
(3) Directors should have a good understanding of business and how it operates.
191
{00006615.DOC V2} 2 Bylaws
(4) Directors, even though busy, must have the time and be willing to use it as needed to support the work of the Foundation.
(5) Directors must exhibit a high interest in services on the Board and the goals of such service.
(6) The Board of Directors should have a balance of interests, experience and skills.
(7) Directors should have knowledge general business operations and it is desirable to have knowledge of major corporations and their operations. Personal contacts with corporate representatives at key locations in the operation would be desirable.
(8) Directors should have fundraising capabilities and participate in all Foundation fundraising events.
(9) Directors are expected to attend monthly Board meetings and the yearly organizational meeting.
(10) Directors must be either residents of the City of Eastvale, o r, conduct business within the City of Eastvale.
Therefore, the Directors are people who bring something to the Foundation, who have the ability to see the big picture and make the decisions necessary to move the Foundation forward.
D. A vacancy or vacancies on the Board of Directors shall occur in the event of (a) the death or resignation of any director; (b) the declaration by resolution of the Board of a vacancy in the office of a Director who has been convicted of a felony, declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under California Nonprofit Public Benefit Corporation Law, Chapter 2, Article 3; (c) action by the City Council of the City of Eastvale removing the director from office.
E. Resignation: Any Director may resign by giving written notice to the Chairman of the Board, if any, or to the Executive Director or the Secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later ti me for the resignation to become effective.
192
{00006615.DOC V2} 3 Bylaws
5. Members
The Corporation shall have no Members other than the Board of Directors.
6. Board of Directors
A. The Board of Directors shall meet a minimum of once a month at a time and place within the Ci ty of Eastvale as established by resolution of the Board which resolution may be amended by majority of the Board.
B. A majority of Directors shall constitute a quorum to conduct business. The majority of the quorum may take action. Every action taken o r decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be an act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships; (c) creatio n of and appointments to committees of the Board, and (d) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some Directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
C. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or Bylaws regarding actions that require approval of the members, this Corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
D. The Boa rd shall appoint all officers; for example the Executive Director , Secretary and Chief Financial Officer. No person may simultaneously serve as Executive Director and Chief Financial Officer. The Board may remove any officer with or without cause. Any off icer may resign at any time by giving written notice to the Board. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the Corporation under any contract to which the officer is a party.
E. The Board of Directors shall establish procedures by Resolution in accordance with the Brown Act fo r the noticing and conduct of meetings. 193
{00006615.DOC V2} 4 Bylaws
In any event, meetings of the Board shall be in accordance with the Brown Act.
F. The Chairperson, if any, or the Executive Director , may call a special meeting of the Board at any time by written request, specifying the general nature of the business proposed to be transacted. Notice shall be promptly given in accordance with the Brown Act.
G. This Corporation shall not compensate Directors, members of committees, officers or employees for their services, but may reimburse Directors, members of committees, officers or employees for their reasonable and necessary expenses incurred on behalf of the Corporation, in accordance with such rules and procedures as may be established by Resolution of the Board of Directors.
H. The Board of Directors may establish temporary ad -hoc committees to work directly on specific projects or events. Any such temporary ad -hoc committee established shall have a minimum of one active Board Member. All decisions made by an ad -hoc committe e are advisory only and shall require approval of the collective Board of Directors.
7. Restriction on Interested Persons Serving as Directors
No more than 49 percent of the persons serving on the Boar d may be “interested persons”. An interested person i s (a) any person compensated by this Corporation for services rendered to it within the previous 12 months, and (b) any brother, sister, ancestor, descendant, spouse, brother -in-law, sister-in-law, son - in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by this Corporation.
8. Responsibilities of Officers
A. Executive Director: The Executive Director shall be the Gen eral Manager of this Corporation and shall supervise, direct, and control this Corporation’s activities, affairs, and officers. The Executive Director shall preside at all Board meetings, committee meetings, or as required by the Board. The Executive Director shall have such other powers and duties as the Board or the Bylaws may require.
B. Assistant Executive Director : If the Executive Director is absent or disabled, the Assistant Executive Director shall perform all duties of the Executive Director. When so acting, a Assistant Executive Director shall have all powers of and be subject to all restrictions on the Executive Director. The Assistant Executive Director shall have such other powers and perform such other duties as the Board or the Bylaws may require. 194
{00006615.DOC V2} 5 Bylaws
C. Secretary: The Secretary shall keep or cause to be kept, at this Corporations’ principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, of committees of the Boa rd, and of members’ meetings. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice given; the names of persons present at Board and committee meetings; and the number of members present or represented at members’ meetings.
The Secretary shall keep or cause to be kept, at the principal California office, a copy of the Articles of Incorporation and Bylaws, as amended to date.
The Secretary shall give, or cause to be given, notice of all meetings of the Board, and of committees of the Board that the Brown Act requires to be given. The Secretary shall keep the corporate seal, if any, in safe custody and shall have such other power s and perform such other duties as the Board or the Bylaws may require.
D. Chief Financial Officer : The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of this Corporation’s pro perties and transactions. The Chief Financial Officer shall send or cause to be given to the Directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any Director at all reasonable times.
The Chief Financial Officer shall (i) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of this Corporation with such depositories as the Board may designate; (ii ) disburse this Corporations’ funds as the Board may order; (iii) render to the Executive Director , Chairman of the Board, if any, and the Board, when requested, an account of all transactions as Chief Financial Officer and of the financial condition of th is Corporation; and (iv) have such other powers and perform such other duties as the Board or the Bylaws may require.
The Chief Financial Officer shall b e the primary cosigner and contact for the Corporation’s financial institution and all third party acc ounting and bookkeeping firms for monthly reporting and filing annual tax returns.
If required by the Board, the Chief Financial Officer shall give this Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for 195
{00006615.DOC V2} 6 Bylaws
restoration to this Corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Chief Financial Officer on his or her death, resign ation, retirement, or removal from office.
8. Contracts/Loans Involving Directors and Officers
A. No Director of this Corporation nor any other corporation, firm, association, or other entity in which one or more of this Corporation’s Directors have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with this Corporation, unless (1) the material facts regarding that Director’s financial interest in such contract or transaction or regarding such co mmon Directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the Board prior to the Board’s consideration of such contract or transaction; (b) such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the votes of the interested Directors; (c) before authorizing or approving the transaction, the Board considers and in good faith decides after re asonable investigation that this Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (d) this Corporation for its own benefit enters into the transaction, which is fair and reasonable to this Corporation at the time the transaction is entered into.
This subsection does not apply to a transaction that is part of a charitable program of this Corporation if (a) approved in good faith without favoritism, (b) results in a benefit to a Director or family because they are in a class of persons to be benefited by the charitable program of this corporation.
B. This Corporation shall not lend any money or property to or guarantee the obligation of any Director or officer without the approval of the Califo rnia Attorney General; provided, however, that this Corporation may advance money to a Director or officer of this Corporation for expenses reasonably anticipated to be incurred in the performance of his or her duties if that Director or officer would be e ntitled to reimbursement for such expenses by this Corporation.
9. Maintenance of Records
This Corporation shall maintain:
A. Adequate books and records of account.
B. Written minutes of Board meetings.
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10. Right to Inspect
Every Director and member of the City Council of the City of Eastvale shall have the absolute right at any reasonable time to inspect this Corporation’s books, records, documents of every kind, physical properties, and the records of each subsidiary. The inspection may be made in person or by the Director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
11. Annual Report
The Board shall cause an annual report to be sent to the Directors within (120) days after the end o f this Corporation’s fiscal year. That report shall contain the following information, in appropriate detail:
A. The assets and liabilities, including the trust funds, of this Corporation as of the end of the fiscal year;
B. The principal changes in assets and liabilities, including trust funds;
C. This Corporation’s revenue or receipts, both unrestricted and restricted to particular purposes;
D. This Corporation’s expenses or disbursements for both general and restricted purposes;
E. Any information required by these Bylaws; and
F. An independent accountants’ reports or, if none, the certificate of an authorized officer of this Corporation that such statements were prepared without audit from this Corporation’s books and records.
This requirement of an annual report shall not apply if this Corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to any Director who requests it in writing.
12. Execution of Instruments, Deposits, Checks
By Resolution the Board shall establish the authority of officers to execute instruments, receive deposits, to open bank accounts, and to sign checks for this Corporation.
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13. Construction and Definitions
Unless the context requires otherwise, the general pro visions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generalit y of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
14. Dedication of Assets
The property of this Corporation is irrevocably dedicated to public and charitable purposes 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 priv ate person. Upon the dissolution or winding up of the corporation, its assets (other than trust funds) remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed to one or more nonprofit cor porations organized and operated for the benefit of the City of Eastvale, such corporation or corporations to be selected by the Board of Directors of this Corporation with approval of the City Council of the City of Eastvale. Such nonprofit corporation or corporations must be qualified for federal income tax exemption under Section 501(c) (3) of the Internal Revenue Code, and be organized and operate exclusively for charitable, scientific, literary or educational purposes, or for a combination of sai d purposes. In the alternative, upon dissolution of the corporation, the net assets, (other than trust funds), shall be distributed to the City of Eastvale to be used for public purposes.
15. Insurance
This Corporation shall have the right, and shall u se its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, Director, employee, or agent in such capacity or arising from the officer’s, Director’s, employee’s or agent’s status as such.
16. Amendment of Bylaws
A simple majority of the Board may amend the Bylaws at any meeting. However, no such amendment or modification shall alter the purp ose of this Corporation as set forth in Section 6. or in the Articles of Incorporation and/or affect in any manner the tax exempt status of this Corporation and the donations to it deductible from taxable income to the extent allowed by the provisions of t he Code and other applicable legislation and regulations as they now exist or as they may be amended in the future. Every amendment or modification of these Bylaws shall be in writing, shall be signed by a majority of the Board of Directors 198
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then serving and shall be delivered to each of the members of the Board then in office and shall be delivered in writing to the City Council of the City of Eastvale which shall require a vote of at least three (3) Council members for approval.
The term "majority," as u sed in this Section, is as defined in the California Nonprofit Corporation Law.
17. Maintenance of Records
The Secretary of the Corporation shall see that a true and correct copy of all amendments of the Bylaws, duly certified by the Secretary, is attach ed to the official Bylaws of the Corporation and is maintained with the official records of the Corporation at the principal office of the Corporation.
18. Certificate of Secretary
A Certificate of the Secretary of this Corporation shall be affixed to the original, or most recent amended version of the Bylaws, such Certificate to be in the following form.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of the Eastvale Community Foundation, a California Nonprofit Public Benefit Corporation, that the above bylaws, consisting of __________ pages, are the bylaws of this Corporation as adopted by the Board of Directors on _______, and that they have not been amended or modified since that date.
Executed __________________ at Eastvale, California.
Secretary
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